RECOMMENDATIONS OF THE GOVERNANCE AND NOMINATING COMMITTEE

REGARDING SIZE, STRUCTURE AND COMPOSITION OF THE BOARD OF REGENTS

Recommendations Regarding Size and Composition

                                                                     

1. RECOMMENDATION:  The Committee concludes that the Smithsonian Charter

establishes an appropriate architecture for the Board and recommends that the nine

additional governance improvements below be implemented to further strengthen the

Board under that framework.  In doing so, the Committee’s conclusions were based on

the following foundations:

   

a. A board consisting of 17 members is appropriate.

b. The continued participation of all three branches of the Federal government

benefits deliberations of the Board and the Smithsonian Institution generally.

i. Further, the continued membership of the Chief Justice and Vice President

on the Board, representing the Judicial and Executive Branches respectively,

is warranted.

The Committee’s recommendation to maintain the current size and composition of the

Board assumes a serious and equally shared commitment among the Regents to execute

their duties and responsibilities.  Each Regent brings a unique set of skills and expertise

that benefit the Board and the Smithsonian both inside and outside the meeting room.  

To adoption and implementation of these recommendations is founded upon a

reaffirmation by each Regent to contribute to, and participate fully in, the governance of

the Institution.  

The Committee also recommends that the implementation and efficacy of these

recommendations, as well as those contained in the Governance Committee Report,

dated June 18, 2007, be reviewed every three years.

2. RECOMMENDATION:  The Committee concludes that the current appointment process

whereby nominees are appointed through a joint resolution of Congress signed by the

President will continue to serve the Smithsonian well.  The Committee recommends that

the improvements made to the nominations process since June 2007 be made

permanent to ensure that the broadest net is cast for potential Regents and the

suggestions of all key stakeholder groups are solicited, captured, and considered.  These

improvements include revised criteria for the nomination of new Regents and a

continuing and open call for potential nominees from all stakeholder groups.   

Smithsonian Institution 

The Board of Regents

Governance and Nominating Committee
3. RECOMMENDATION:  The Committee recommends that Board capacity be broadened

by aggressively, but prudently, adding non‐Regents to its committees.  In doing so, the

Committee recognizes that to be effective, non‐Regent members must be considered

full and equal members of committees for all purposes.  Moreover, the Committee

concludes that non‐Regent members are most productive if they possess significant ties

to the Smithsonian beyond a committee assignment.  Accordingly, primary

consideration should be given to leaders of the Smithsonian advisory boards and

Regents Emeriti, who can bring diversity and a wide‐range of experience and skills to the

operations of the Board.

4. RECOMMENDATION:  The Committee recommends establishing the position of Vice

Chair of the Board to strengthen the leadership structure of the Board.  The Vice Chair

should serve to support the Chair in the execution of his or her duties and promote

stability and continuity in the leadership of the Board.

Recommendations Regarding the Executive Committee

5. RECOMMENDATION:  The Committee recommends that the Executive Committee

consists of three voting members, including the Board Chair and Vice Chair, who meet

regularly with the Chancellor to develop meetings agendas and other significant issues.   

6. RECOMMENDATION:  The Committee recommends that the Executive Committee’s

Charter be revised to reflect the best practices in non‐profit governance and to include

the following functions:

• Set the agendas for Regent meetings

• Review the meeting minutes before going to the Board for approval

• Following up on action items delegated to it  

• Monitor the progress of the Institution by consultation with the Secretary

between meetings

• Acting on behalf of the Board between meetings

• Serve as consultants to the Secretary on matters not falling within the

purview of other committees

The Committee further recommends that the Executive Committee task the Office of

the Regents to provide the Governance and Nominating Committee regular reports of

actions taken by the Executive Committee and to seek ratification of decisions by the

full Board as appropriate.   
Recommendations Regarding Board Structure

7. RECOMMENDATION:  The Committee recommends that the Board establish a

development or institutional advancement committee to serve as a sounding board on

fundraising policy, review proposed major gifts, and oversee the national campaign,

among other things.  

8. RECOMMENDATION:  The Committee recommends that as soon as practicable, the

Secretary, in partnership with the Board, immediately begin designing a robust strategic

planning process that encourages and embraces contributions from all key stakeholders.  

To assist both in this process and in the review of future major program initiatives, the

Committee recommends that a strategic planning and programming committee be

established.

9. RECOMMENDATION:  In recognition of the key reliance of the Smithsonian on the

prudent management of its investments and the Regents strategic oversight

responsibilities, the Committee recommends that the Investments Subcommittee be

established as a full standing committee of the Board.   

10. RECOMMENDATION: As part of the Institution’s continuing review of Smithsonian

Business Ventures, the Committee recommends that the Board articulate the proper

scope of oversight for such revenue‐generating activities.  In that regard and as a

launching point, the Board should look to the recommendations of the Smithsonian

Business Ventures Task Force report, which suggests oversight of business activities

through the Audit and Review and Compensation and Human Resources Committees.  

ADOPTED MAY 5, 2008

Smithsonian Institution 

The Board of Regents