PROCEEDINGS OF THE BOARD OF REGENTS

June 11, 2007 

ATTENDANCE

This regularly scheduled meeting of the Board of Regents was held on Monday, June 11, 2007, 

in the Regents’ Room of the Smithsonian Institution Building. The meeting was comprised of a 

morning session. Executive Committee Chair Roger Sant called the meeting to order at 9:00 a.m. 

Present during the meeting were: 

The Chief Justice 

Xavier Becerra 

Anne d’Harnoncourt 

Phillip Frost 

Shirley Ann Jackson 

Sam Johnson 

Robert P. Kogod 

Patrick J. Leahy 

Walter E. Massey 

Doris Matsui 

Roger W. Sant 

Alan G. Spoon 

Patricia Q. Stonesifer 

L. Hardwick Caldwell, Chair, Smithsonian National Board 

Unable to participate were: 

Eli Broad 

Richard B. Cheney 

Thad Cochran 

Chris Dodd 

Also present were: 

Acting Secretary Cristián Samper 

Special Advisor to the Regents John K. Lapiana 

Assistant to the Chief Justice Jeffrey P. Minear 

Assistant to the Vice President Neil Patel 

Assistant to Senator Cochran T.A. Hawks 

Assistant to Senator Dodd Joe Hepp 

Assistant to Senator Leahy Kevin McDonald 

Assistant to Congressman Becerra Melody Gonzales 

Assistant to Congressman Johnson David Heil 

Assistant to Congresswoman Matsui Alexis Marks 

Governance Committee Member Diana Aviv 

Governance Committee Counsel Celia Roady, Esq., Morgan, Lewis & Bockius 

Independent Review Committee Chair Charles Bowsher 

Independent Review Committee Member Stephen Potts 

Independent Review Committee Member Peter Smith 

Independent Review Committee Counsel Paul Martin Wolff 

Independent Review Committee Counsel James Joseph 

Independent Review Committee Counsel Stephen Sorensen 

Independent Review Committee Consultant Cleve Corlett 
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Mr. Sant began the meeting by welcoming the members and staff of the Independent Review 

Committee (IRC). He thanked them for their continuing work and the opportunity to discuss the 

IRC’s preliminary findings and recommendations. Mr. Sant then invited Mr. Bowsher, the Chair 

of the IRC, to discuss the IRC’s efforts to date. Mr. Bowsher noted that the Smithsonian staff 

was very cooperative and provided materials requested by the IRC in an expeditious manner. He 

explained the IRC’s efforts were focused primarily on the compensation and expenses of the 

former Secretary as well as overall governance of the Institution by the Board of Regents. The 

IRC’s work, Mr. Bowsher stressed, was not to conduct a detailed management review. All 

members of the IRC agreed that they took on this engagement due to their deep affection for the 

Smithsonian. 

Mr. Bowsher noted that the former Secretary’s compensation would be a major issue in the 

IRC’s forthcoming final report and that the full Board of Regents should have been more 

involved in setting his pay. Mr. Bowsher said that the Board appeared to be unaware of many 

aspects of the former Secretary’s compensation package, including the housing allowance, and 

added that every Regents must know what compensation the Board approves for its chief 

executive. Determination of compensation for future Secretaries should account for the honor 

and privilege of serving in that position. 

Similarly, the IRC concluded that the Smithsonian senior Trust compensation structure should be 

harmonized with the Federal compensation system. This action would reflect that many Trust 

positions are functionally similar to those in the Federal sector and should be paid accordingly. 

Any deviations from the Federal system should be well-documented and reasoned. In the end, 

Mr. Bowsher said, all senior compensation decisions must be open and transparent. 

Mr. Potts then addressed issues related to the governance of the Smithsonian by the Board of 

Regents. All three committee members agreed that the Smithsonian possesses a deeply ethical 

culture and that any existing problems are primarily the result of actions by the top leadership in 

the Castle. Mr. Bowsher noted the former Secretary marginalized the Office of the General 

Counsel and the Office of the Inspector General. He noted that much information that should 

have been considered by the Board was never brought to the attention of the Regents due to a 
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tight information flow managed by the Office of the Secretary. He stressed that the 

Smithsonian’s governance problems were “very fixable” and that the “gatekeepers” — the 

General Counsel, the Inspector General, and the Chief Financial Officer — would need much 

better access to the Board. Following these general comments by Messrs. Bowsher, Potts and 

Smith, the IRC solicited comments from the Board. 

Many Regents raised various options regarding the composition, size, and structure of the Board 

and requested clarification on certain recommendations proposed by the IRC. Dr. Jackson asked 

whether the governance problems addressed by the Board were caused by flaws in the Board’s 

structure or a failure to follow existing policies and processes. To clarify certain 

characterizations that may appear in the IRC’s final report, Dr. Massey provided Mr. Bowsher 

with a memorandum clarifying the role of the Institution’s outside consultants in the senior 

compensation process. 

At 10:45 a.m., the first portion of the morning session ended by Mr. Sant expressing the Board’s 

“immense gratitude” to the IRC for its service to the Institution. 

At 11:00 a.m. all of the above-referenced Regents reconvened, along with Acting Secretary 

Cristián Samper, Special Advisor to the Regents John Lapiana, and General Counsel John 

Huerta. Diana Aviv, L. Hardwick Caldwell, and Celia Roady also remained for this portion of 

the meeting. 

Mr. Sant called the meeting back to order to take up the Report of the Governance Committee 

(“the Committee”). Mr. Sant noted that, in the event that the Board was unable to finish the 

entire agenda on this date, the meeting would resume with a telephone conference call on 

Monday, June 18, 2007, at 8:00 a.m. He then turned the meeting over to Ms. Stonesifer, the chair 

of the Governance Committee. 

Ms. Stonesifer started the meeting by noting that the conclusions being presented to the Regents 

are the result of a constructive partnership between members of the Committee and Smithsonian 

staff, all of whom she named. She also stated that the Committee commenced its review process 
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by looking at established “best practices” in the non-profit sector. The Committee anticipates that 

the Institution will strive to be with the best in governance practices through the process of 

comparing the Smithsonian’s governance practices to the best practices of top non-profits. 

 

Ms. Stonesifer led the Regents through a thorough discussion of the Report of the Governance 

Committee. She highlighted Section I, the Principles, which guided the new approach the 

Regents would use to governing the Institution in a more accountable and transparent mode. She 

noted the importance — and difficulty — of changing the Board of Regents’ Charter, adding that 

it warranted working with outstanding consultants on board governance to make certain that the 

Regents “get it right.” 

When reviewing other recommendations offered by the Committee, Ms. Stonesifer discussed the 

proposal to incorporate the Committee of the Whole meetings into the formal Regents’ business 

meetings. Ms. Stonesifer also noted the Governance Committee’s recommendation to split, via 

an amendment to the Regents’ Bylaws, the formal role of the Chancellor and the role of the 

Chair of the Board, at which time the Chancellor, the Honorable Chief Justice John Roberts, 

arrived. If approved by the Regents and effected through an amendment to the Board’s Bylaws, 

the Chair of the Regents’ Executive Committee would now also be the Chair of the Board of 

Regents. This recommendation is intended to recognize both the tremendous contributions of the 

Chief Justice to the proceedings of the Board of Regents and the de facto role that the Chair of 

the Executive Committee has held when presiding over the Committee of the Whole meetings 

when the Chancellor could not be present. 

Under Ms. Stonesifer’s guidance, the Regents continued to discuss the Governance Committee’s 

recommendations. Even though the Independent Review Committee had used more of an 

investigative approach in its review, such as interviewing stakeholders, it was agreed that only 

minor divergences existed between the two committees’ recommendations. 

The Regents then discussed in greater detail the critical role of the Smithsonian’s “gatekeepers” 

— the Inspector General, the Chief Financial Officer, and the General Counsel — in the 

effective governance of the Institution. The Board agreed that these important officers must have 
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adequate resources, as well as ready access to the Board in order to effectively carry out their 

responsibilities. The Regents made it clear that they want the Inspector General to know that she 

has access to all of the Regents whenever she believes that she needs to communicate with them, 

either as a group or individually. 

The Regents carefully reviewed the rest of the Committee’s recommendations and made minor 

suggestions for modifications. Ms. Stonesifer stated that the Committee would meet on 

Wednesday, June 13, 2007, to incorporate the Regents’ suggestions into a final report, which 

would be offered for the Regents’ adoption on Monday, July 18, 2007. The open session of the 

Regents’ meeting concluded at 12:30 p.m., after which the Regents went into executive session. 

RESPECTFULLY SUBMITTED, 

CRISTIÁN SAMPER

ACTING SECRETARY