DUTIES AND RESPONSIBILITIES OF THE REGENTS

The Board of Regents is entrusted with the governance of the Smithsonian Institution and 

overseeing its mission for the increase and diffusion of knowledge. Regents are accountable for 

executing their responsibilities with due care and in a manner that encourages prudent and 

independent decision-making, places the Smithsonian’s interests above personal interests, and 

ensures that decisions are in keeping with the Smithsonian mission. The expectations of 

Regents in carrying out their duties are as follows: 

• Regents operate in a culture of inquiry, regularly attending Board and Committee 

meetings and engaging in meaningful and forthright discussion about issues that shape 

the Smithsonian’s strategic plans and operations. The Board values independent thinking 

and encourages Regents to raise questions, challenge conclusions, and advocate for 

solutions that affirm the primacy of the Smithsonian mission.

• Regents review and approve the Smithsonian’s ongoing and future strategic plans and 

articulate Smithsonian priorities in a manner that continually reinforces and affirms the 

Smithsonian’s mission and culture. Regents establish major policies for the Institution

and oversee their implementation by the Secretary.

• Regents elect the Secretary, set the Secretary’s compensation, and annually evaluate the 

Secretary’s performance. With input from the Secretary, Regents evaluate and establish 

compensation for the senior leadership team and plan for management development 

and succession. Regents hold management accountable for performance and regularly 

assess their own individual, Board, and Committee effectiveness.

• Regents work in partnership with the Secretary, who is responsible for implementing the 

policies and priorities articulated by the Board. They maintain open communication with 

the Secretary regarding information—both positive and negative—that impacts the 

Smithsonian’s mission and operations. Regents request information from the Secretary 

and staff as necessary in order to oversee management in its operation of the 

Smithsonian and its programs.

• Regents are transparent in their dealings with one another and in their relationships with 

the Secretary, staff, Smithsonian National Board and advisory board members, donors, 

the Congress, and other stakeholders, and act as ambassadors for the Institution. 

Regents are accessible to the Secretary and senior staff and encourage them to bring 

important issues to the attention of the Regents. Regents establish and oversee 

processes to engage 
Smithsonian National Board and other advisory board members in promoting the 

Institution’s mission and activities.

• Regents review and approve Smithsonian budgets and work in collaboration with the 

Secretary and the Congress to address the Institution’s financial and human resource 

needs for the accomplishment of its mission and strategic priorities. Regents oversee and 

assist the Smithsonian’s efforts to generate resources through private fund raising and 

revenue-generating activities. 

• Regents oversee the Smithsonian’s legal and ethical compliance obligations, the integrity 

and reliability of financial reporting and audit processes, and management’s procedures 

for identifying and managing risks. Regents are mindful of their own ethical obligations 

to the Institution and follow the Regents Ethics Guidelines.

• Regents demonstrate their commitment to ongoing Board development by identifying 

potential candidates for Citizen Regents for consideration by the Congress. All new 

Regents participate in Board orientations.

DUTIES OF THE CHANCELLOR

• The Chancellor presides over Board of Regents meetings. The Chancellor furthers the 

Board’s deliberations by providing an opportunity for all Regents to participate and sees 

that the Board follows proper decision-making procedures.

• The Chancellor advises the Executive Committee by participating in the development of 

the agenda for Board meetings. 

• With approval of the Board, the Chancellor appoints members and chairs of Board 

Committees, other than the Executive Committee.

• The Chancellor presides over official ceremonies of the Institution.

• The Chancellor may, by instrument in writing filed with the office of the Secretary, 

appoint an Acting Secretary when there is a vacancy in the office or whenever the 

Secretary is unable to perform the duties of the office. 

DUTIES OF THE CHAIR OF THE BOARD 

• The Chair is the overall leader in guiding the Board of Regents in its deliberations and the 

exercise of its oversight function. The Chair directs the Board’s attention to the 

immediate and long-term strategic planning needs of the Smithsonian and oversees the 

Board’s, Board Committees’, and individual Regents’ evaluations of their effectiveness. 

The Chair also works closely with the Chancellor in developing the agenda for Board 

meetings.

• The Chair represents the Board in dealing with the Secretary and senior management on 

matters that arise between Board meetings. The Chair works in partnership with the 

Secretary and senior management to communicate and oversee the carrying out of the 
policies adopted or approved by the Board and reports to the Board on the conduct and 

management of the affairs of the Smithsonian.

• The Chair establishes the process for selecting a new Secretary. Together with the Chair 

of the Compensation and Human Resources Committee, the Chair leads the Board in its 

annual evaluation of the Secretary’s performance and compensation.

• The Chair is the chief spokesperson and advocate for the Board of Regents. The Chair 

communicates with the Congress, other Smithsonian stakeholders, and the media on 

behalf of the Board. The Chair serves as the primary liaison between the Board and the 

Smithsonian National Board and other Smithsonian advisory boards. As the primary 

liaison to the advisory boards, the Chair routinely provides reports on the Regents

meetings to the advisory board chairs and meets annually with the advisory board chairs 

and the Smithsonian National Board to discuss issues of interest and to foster direct 

communications between the Regents and the advisory boards. The Vice Chair assists 

the Chair in these stakeholder outreach efforts.

• The Chair presides over Board of Regents meetings in the event the Chancellor is absent.

• The Chair serves as Chair of the Executive Committee.

April 12, 2010