GOVERNANCE REPORT

June 2015

Eight years ago, in response to congressional and media assertions of lax oversight, the 

Smithsonian Institution’s Board of Regents (“Board”) instituted a comprehensive program of 

governance reforms. The Board’s Governance Committee and the United States Government 

Accountability Office (“GAO”) recommended 46 reforms aimed at improving operational 

policies and controls; executive compensation, benefits, and ethics; the transparency of Board 

operations; the flow of information to the Board; the Board’s relationship with stakeholders; 

and the Board’s responsibilities, structure, and performance.1 In 2011, the Board concluded—

and GAO agreed—that all of the recommendations had been implemented.2

The Board remains committed to maintaining trust in its operations and aspires to be a leader 

in non-profit governance. The Board now utilizes BoardSource’s Twelve Principles of 

Governance That Power Exceptional Boards as a benchmark for evaluating its own practices 

and procedures. With these 12 principles as a guide, this report highlights the major 

governance developments in 2011-2014 that have increased accountability, improved the 

performance of the Board, and advanced the mission of the Smithsonian Institution

(“Smithsonian”). 

1. CONSTRUCTIVE PARTNERSHIP Exceptional boards govern in constructive partnership with 

the chief executive, recognizing that the effectiveness of the board and chief executive are 

interdependent.

Working hand-in-hand with Secretary G. Wayne Clough, the Board regained the trust of a broad 

range of stakeholders and set the stage for ambitious innovation. When Secretary Clough 

announced his intention to retire in 2014, the Board formed an ad hoc committee to conduct 

an international search for a new Secretary. The Board elected Dr. David J. Skorton, president 

of Cornell University and a board-certified cardiologist, as the 13th Secretary of the 

Smithsonian, effective July 2015. Dr. Skorton has been president of Cornell University since July 

2006 and previously served as the president of the University of Iowa from 2003 to 2006. 

John G. Roberts, Jr., Smithsonian Chancellor and Chief Justice of the United States, said that,

“David Skorton has demonstrated keen vision and skilled leadership as the president of two 

great American universities. His character, experience and talents are an ideal match for the 

Smithsonian’s broad and dynamic range of interests, endeavors and aspirations.” The Board 

looks forward to collaborating with Dr. Skorton to strengthen the Smithsonian’s reputation as a 

global leader in the arts, sciences, and education.

 

1

U.S. Gov’t Accountability Office, GAO-10-190R, Smithsonian Institution: Implementation of Governance Reforms 

is Progressing, but Work Remains (2009).

2

U.S. Gov’t Accountability Office, GAO-08-632, Smithsonian Institution: Board of Regents Has Implemented Many

Governance Reforms, but Ensuring Accountability and Oversight Will Require Ongoing Action (2008).
2. MISSION DRIVEN Exceptional boards shape and uphold the mission, articulate a 

compelling vision, and ensure the congruence between decisions and core values.

Over the past three years, the Board has strongly supported management initiatives to further 

the Smithsonian’s core mandate—“the increase and diffusion of knowledge”—through the 

implementation of its first-ever strategic plan for fiscal years 2010-2015. The strategic plan 

provides a basic architecture for current research and educational initiatives by identifying four 

“grand challenges” that integrate and coordinate the Smithsonian’s core strengths: natural 

history and science; global cultural studies; astrophysics; and American art and history. On June 

23, 2014, the Board voted to extend the plan to 2017. 

Recognizing that digitization could exponentially broaden access to the Smithsonian’s vast 

collections, the Board continues to endorse the Smithsonian’s digitization efforts, which are 

making millions of the Smithsonian’s objects available to people across the nation and around 

the globe. The Smithsonian’s Digitization Strategic Plan is an ambitious plan that outlines ways

to convert the Institution’s collections to digital form and share them through virtual devices, 

equipment, and networks. This preservation and exchange of information, objects, and 

expertise is fundamental to the Smithsonian’s mission and, in the years ahead, the Board will be 

focused on helping the Smithsonian excel in both the physical and digital worlds. 

The Board has also supported the enhanced visibility of the Smithsonian’s education and 

learning programs. During the past three years, new education spaces have opened on and off 

the National Mall that foster exploration and creativity through hands-on experiences. In 

November 2013, for example, the National Museum of Natural History opened a first-of-its-kind 

customizable, interactive learning spaces for teens. The space, called Q?rius (pronounced 

“curious”) combines the properties of a scientific lab, collections vault, and creative studio to 

inspire and connect teens with science. By providing unparalleled access to Smithsonian 

scientists and the largest teaching collection in the world, Q?rius enables teens to develop the 

skills to become the scientists of tomorrow. Off the Mall, the Smithsonian Affiliates’ Spark!Lab 

National Network program is taking the National Museum of American History’s popular Spark 

Lab to communities across the country. 

The Board also monitors the progress of the Youth Access Endowment, established by the Bill 

and Melinda Gates Foundation, to underwrite new education projects and further extend the 

Smithsonian’s reach into underserved audiences. Since 2011, these grants have generated over 

$10 million in total funding for innovative new programming.

3. STRATEGIC THINKING Exceptional boards allocate time to what matters most and 

continuously engage in strategic thinking to hone the organization’s direction.

Board meetings are structured to ensure adequate time is provided for both governance 

responsibilities and major strategic proprieties, such as overseeing the financial strength of the 

Smithsonian and critical facilities efforts. In the past few years, the Regents have overseen

construction of the National Museum of African American History and Culture, the stabilization
of the Arts and Industries Building, and the development of a master plan to reinvigorate the 

South Mall campus—the museums and gardens along Independence Avenue Southwest, from 

Seventh to Twelfth streets. 

The Regents also have worked to improve communication and relationships with the over 600 

members of the Smithsonian advisory boards, who serve as a key link between the Board, the 

museums, libraries, research centers, and the public. To this end, the Chair of the Board emails 

the chairs of the Smithsonian advisory boards with quarterly reports describing significant 

activities of the Board. The Board is aware that the Smithsonian’s growth and improvement 

depends on having committed and engaged advisory boards and has worked with directors and 

units to identify candidates to fill vacancies on the advisory boards. Additionally, the Chair 

holds an annual meeting with the advisory board chairs to discuss the key issues facing their 

units and the Smithsonian as a whole. With this foundation, the Smithsonian’s governing and 

advisory boards are poised to position the Smithsonian as a 21st century source of knowledge, 

expertise, and discovery.

4. CULTURE OF INQUIRY Exceptional boards institutionalize a culture of inquiry, mutual 

respect, and constructive debate that leads to sound and shared decision making.

On the Regents’ annual self-assessment, respondents agreed that Regents participate 

substantively at meetings by posing probing questions, challenging assumptions, and asking for 

additional information when needed. High meeting attendance promotes engagement and 

deliberation. Since 2012, Regent attendance has ranged from 68-93 percent of Board members 

participating in person. 

A considerable portion of the Board's work is carried out by its nine standing committees. 

Regents recognize that good governance requires that leadership be cultivated and distributed 

across the Board rather than concentrated in a single committee. Typically, each citizen Regent 

is asked to chair a committee. The membership of the Executive Committee is rotated to 

ensure interested Regents have an opportunity to serve in a leadership role and allow for fresh 

perspectives.

The Bylaws of the Board of Regents specify the number of Regents who must serve on each 

committee of the Board, and note that committees may include citizens who are not members 

of the Board. Pursuant to the Bylaws of the Board of Regents and at the recommendation of 

the Governance and Nominating Committee of the Board, committee capacity has been 

broadened by prudently adding non-Regents to select committees of the Board. Thirteen nonRegents serve on six committees to ensure that committees are populated with the skills and 

experience necessary for a dynamic board. 
5. INDEPENDENT‐MINDEDNESS Exceptional boards are independent minded. When making 

decisions, board members put the interests of the organization above all else.

The Regents have a fiduciary obligation to act in the best interest of the Smithsonian without 

regard to their personal interests. The Bylaws of the Board of Regents require that members of 

the Board “adhere to ethics guidelines setting forth appropriate standards of conduct, 

provisions to avoid potential conflicts of interest, and requirements for disclosure of personal 

interests that may relate to the Smithsonian.”

3

 Consistent with the ethics guidelines, all 

Regents file an annual disclosure form. 

At the suggestion of the General Counsel, the Board revised their annual disclosure statement 

to better manage Regent interests and affiliations that could be construed as having a 

relationship to the Smithsonian. The new disclosure statement, which will be implemented in 

2015, will augment existing efforts to avoid any actions that might conflict, or appear to 

conflict, with the interests of the Smithsonian.

6. ETHOS OF TRANSPARENCY Exceptional boards promote an ethos of transparency by 

ensuring that donors, stakeholders, and interested members of the public have access to 

appropriate and accurate information regarding finances, operations, and results.

As responsible stewards of a public trust, the Regents believe the Smithsonian should be open 

and accessible to key stakeholders, including Smithsonian staff, Congress, and the public. To 

that end, the Board conducts an annual public forum, maintains a Regents’ website that 

contains detailed and up-to-date information about Board activities, and regularly 

communicates with Congress. 

Since 2008, the Board has held an annual public forum that is open to the media in order to 

provide an opportunity for direct public input to the Board. The forums are webcast and 

archived on the Smithsonian website. The topics of the past three public forums were Strength 

in Austerity (Sept. 13, 2011); Staying Relevant: The Smithsonian in the 21st Century (Oct. 15, 

2012); and The Smithsonian Campaign (Oct. 20, 2014). 

Due to the Federal Government shutdown in 2013, the Regents’ annual public forum was 

cancelled in light of concerns about a lack of venue if the Smithsonian facilities were closed on 

that date and the need for advanced notification to the public. The forum’s agenda was to be 

devoted to soliciting public input on the search for the 13th Secretary of the Smithsonian. As a 

result of the cancellation, John W. McCarter, Jr., the ad hoc search committee chair, instead led 

a staff conversation on the search at the Hirshhorn’s Ring Auditorium on November 22, 2013. 

That conversation, along with a web-based public survey, substituted for the public meeting.

 

3

Bylaws of the Board of Regents of the Smithsonian Institution §2.13 (2014). 
7. COMPLIANCE WITH INTEGRITY Exceptional boards promote strong ethical values and 

disciplined compliance by establishing appropriate mechanisms for active oversight. 

The Board demonstrated commitment to ethical conduct and accessibility has strengthened the 

culture of accountability at the Smithsonian. Policies are continually assessed to meet or 

exceed best practices in non‐profit governance. One effective mechanism for oversight is 

holding “gatekeeper” sessions at each meeting of the Board, which provide an opportunity for 

the Inspector General, General Counsel, and Chief Financial Officer to bring matters directly to 

the Board. Additionally, the Compensation and Human Resources Committee has an 

independent consultant review the annual compensation decisions to ensure compliance with 

IRS regulations.

The Board oversaw the search for a new Inspector General and on June 23, 2014, announced 

Cathy L. Helm as the new inspector general for the Smithsonian. Before joining the 

Smithsonian, Ms. Helm served as deputy inspector general at the Government Accountability 

Office since 2008. Prior to that, she was assistant director of GAO for the Office of Inspector 

General (2004–2008), assistant director for the Human Capital Office (2002–2004) and assistant 

director for the Natural Resources and Environment Team (1998–2002).

8. SUSTAINING RESOURCES Exceptional boards link bold visions and ambitious plans to 

financial support, expertise, and networks of influence.

The Regents recognize their responsibility to secure the financial resources necessary for the 

Smithsonian to remain relevant and strong. The Board has worked with management to 

develop and monitor a portfolio of income streams. That portfolio includes the federal budget, 

fundraising, the Smithsonian’s endowment, and revenue-generating activities. 

On the federal budget front, the Board, guided by the congressional Regents, has made the 

Smithsonian’s case for increasingly scarce federal resources. The Regents have also dedicated 

significant time to fundraising efforts benefitting the Smithsonian. 

The Regents oversaw the planning of a $1.5 billion fundraising campaign, the largest in history 

for a cultural institution. Co-Chairs, Regents Barbara Barrett and David Rubenstein and Regent 

Emeritus Alan Spoon, announced that over two-thirds of the Smithsonian Campaign’s $1.5 

billion fundraising goal had been met by October 2014 through gifts from individuals, 

foundations, corporations, and other donors. The Board also actively engages with the 

managers of the Smithsonian endowment and has created a new subcommittee to bolster 

oversight of Smithsonian Enterprises. 

The Board also recognizes its responsibility to care for the Smithsonian’s infrastructure. In 

addition to developing a strategic facilities investment plan that charts a course toward 

revitalizing the Smithsonian’s facilities over the next two decades, the Regents welcomed the 

opening of new, energy-efficient facilities at the Smithsonian Conservation Biology Institute and 

the Smithsonian Environmental Research Center. 
9. RESULTS‐ORIENTED Exceptional boards are results‐oriented. They measure the 

organization’s advancement towards mission and evaluate the performance of major 

programs and services.

The Board utilizes a variety of internal and external reports to monitor the Smithsonian’s 

performance. At each meeting, the standing committees report on the actions taken by and 

the business pending before the committee. These reports include updates on the 

Smithsonian’s facilities, the progress of the Smithsonian’s endowment, and major gifts to the 

Institution. The Board also reviews quarterly the Smithsonian’s progress toward its annual 

goals and regularly reviews reports from independent auditors and compensation consultants. 

There is wide agreement among the Regents that the format of board meetings and content of 

meeting materials meaningfully advance their oversight role. 

10. INTENTIONAL BOARD PRACTICES Exceptional boards intentionally structure themselves to 

fulfill essential governance duties and to support organizational priorities.

The Board regularly evaluates the roles, responsibilities, and jurisdiction of its standing 

committees in order to best serve the Smithsonian’s evolving needs. In October 2014, the 

Board voted to change the name of the Strategic Planning and Programs Committee to the 

Strategy, Innovation, and Technology Committee. At the same time, the committee charter 

was amended to state that the committee’s responsibilities include: (a) overseeing the 

development and implementation of the Smithsonian’s innovation and technology strategies 

and initiatives; (b) assisting the Finance Committee and the Board of Regents with evaluating 

management proposals for strategic investments, partnerships, and collaborations; and (c) 

assisting the Board of Regents in fulfilling its oversight responsibility of Smithsonian Enterprises. 

These revisions reflect the Board’s commitment to the oversight of the Smithsonian’s 

innovation and technology initiatives as well as the Board’s willingness to adapt to fit the 

changing needs of the organization. 

As provided in Regent Bylaw 4.09, the Board has created special committees to assist with

specifically defined functions. In 2012, the Board created an ad hoc committee to provide 

guidance and oversight for the development and implementation of a Smithsonian campus 

master plan. In 2014, the Board created a subcommittee of the Finance and the Strategy, 

Innovation, and Technology Committees as a vehicle for increased Regent input and oversight 

of Smithsonian Enterprises. 
11. CONTINUOUS LEARNING Exceptional boards embrace the qualities of a continuous 

learning organization, evaluating their own performances and assessing the value they add 

to the organization.

In order to assess its strengths and weaknesses, the Board annually reviews on the size, 

structure, composition, and effectiveness of the Board and acts to improve any perceived 

deficiencies in its role and structure. Board members share strong agreement that the Regents 

currently are fulfilling their responsibilities as necessary to advance the Smithsonian’s mission 

and maintain the public trust.

12. REVITALIZATION Exceptional boards energize themselves through planned turnover, 

thoughtful recruitment, and inclusiveness.

By statute, the Board consists of nine citizens, the Vice President, the Chief Justice of the United 

States, three Members of the Senate, and three Members of the House of Representatives.4 

Each Regent is fully engaged in the work of the Smithsonian and brings a unique set of skills 

that contributes to its governance. The Board has recruited several new citizen Regents over 

the past several years, including Steve Case of Virginia, Ambassador Barbara Barrett of Arizona, 

John Fahey of the District of Columbia, Dr. Risa Lavizzo-Mourey of Pennsylvania, and Michael 

Lynton of California. 

The Regents recognize that turnover is essential for fresh perspectives and for the 

Smithsonian’s continual growth. The Board recently addressed the issue of committee term 

limits, and in October 2014, the Board adjusted the term limits for Regent committee members. 

Regents may serve on a committee for their entire statutory terms (up to 12 years). NonRegents may serve on Regent committees for up to six years, except on the Investment 

Committee where they may serve up to eight years, and Regents Emeriti may serve up to three 

years on all committees. Enforceable committee term limits for non-Regents and Regents 

Emeriti provide the Board with a mechanism to ensure it is rotating members who will bring 

new perspectives to their respective committees. These limits will become effective in 2016 

except for current members of the Advancement Committee, who will be permitted to serve 

through 2017 to coincide with the end of the Smithsonian Campaign. 

* * *

The Smithsonian Institution stands at the center of this Nation’s rich scientific, artistic, and 

cultural heritage as a result of the leadership of the Board of Regents and twelve successive 

Secretaries. Their collective efforts over 169 years have produced the world’s largest museum 

and research complex. Maintaining excellence in the next century demands innovative 

solutions to focus and extend the Institution’s national and global preeminence in the arts and 

sciences. The Board of Regents remains energized and focused on the future opportunities to 

direct the continued ascendance of a great American institution. 

 

4

See 20 U.S.C. § 42.