GOVERNANCE REPORT

SEPTEMBER 2018

The Smithsonian Institution (“Smithsonian”) was founded in 1846, whereupon Congress vested 

responsibility in a Board of Regents (“Board”) and entrusted the Board with the governance of the 

Smithsonian and advancement of its mission for the “increase and diffusion of knowledge.” In 

2007, following congressional inquiries and public interest surrounding effective governance, 

accountability, and internal controls, the Board conducted a comprehensive review of the policies 

and practices of the Smithsonian and the Board’s oversight of the Institution. In response to these 

criticisms, the Board created a standing Regents’ Governance Committee and implemented a formal 

governance reform effort to address the reforms recommended by the United States Government 

Accountability Office (“GAO”). In 2011, the Board concluded—and GAO agreed—that the Board 

had effectively established governance structures and policies to allow it to exercise its oversight 

functions and to ensure that it can be an effective steward for the Institution.1

The Smithsonian, a trust instrumentality of the United States, requires the full support of the 

American people and Congress. The Board remains committed to effective leadership and 

governance of the Institution, maintaining its commitment to the public and Congress, and 

upholding the mission of the Smithsonian. A prior governance report was provided by the Board in 

June 2015, highlighting the major governance developments in 2011 -2014. The following report 

highlights the actions of the Board in 2015-2017 that have continued to strengthen the 

management, governance, and transparency of the Institution. 

LEADERSHIP

SECRETARY OF THE SMITHSONIAN| The Board elected Dr. David J. Skorton as the 13th Secretary of the 

Smithsonian, in July 2015, and has built a strong constructive partnership with the Secretary and his 

staff. At the Secretary’s recommendation, and with endorsement from the Board, the House and 

Senate Interior Appropriations Subcommittees approved structural changes to the Institution, to 

optimize coherence, efficiency, collaboration, and alignment with Institutional priorities. These 

organizational and title changes included the creation of the position of Provost and Under 

Secretary for Museums, Education, and Research, and the addition of the title of Chief Operating 

Officer to the position of Under Secretary for Finance and Administration, a position that already 

included the responsibilities of the Chief Financial Officer. These changes facilitate multidisciplinary 

initiatives and collaboration and integration across programmatic units.

The Board placed a priority on the hiring and integration of new directors to ensure continuity of 

leadership throughout the Smithsonian. With the support of the Board, the Secretary filled several 

vacant senior leadership positions and named directors to several units including: the Arts and 

Industries Building, Smithsonian’s Asian Pacific American Center, the Smithsonian American Art 

Museum, the National Museum of African Art, and the National Postal Museum.

1 U.S. Government Accountability Office, GAO-12-4SP, GAO Performance and Accountability Report 2011 (2011).
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Under Secretary Skorton’s leadership a five-year pan-Institutional Strategic Plan was also developed 

and launched in 2017 with a focus on steering the Institution towards a sustainable future and 

convening critical conversations on issues of vital public interest. The Board looks forward to 

collaborating with the Secretary to achieve greater reach, relevance, and impact.

REGENT MEMBERS| Along with the Secretary, responsibility for the administration of the Smithsonian

is vested in a 17-member Board of Regents. With the change in administration, the Board 

welcomed Vice President Michael R. Pence as an ex officio member in January 2017. The President 

pro tempore of the United States Senate appointed two Congressional Regents in May 2015, 

Senator John Boozman and Senator David Perdue. The Speaker of the U.S. House of 

Representatives appointed Representative Doris Matsui to the Board in January 2017. In May 2017, 

following the Board’s nomination, pursuant to a joint resolution of the Congress signed by the 

President, two citizen Regents, Roger W. Ferguson, Jr. of Washington, D.C. and Michael Govan of 

California were appointed, to succeed Dr. Shirley Ann Jackson and Robert P. Kogod, respectively at 

the expiration of their terms. In addition, the Board re-nominated and Congress reappointed three 

Citizen Regents for a second term: Ambassador Barbara M. Barrett of Arizona in April 2018, Steve 

M. Case of Virginia in January 2017, and David. M. Rubenstein of Maryland in October 2015.

GOVERNANCE AND MISSION

The governance reforms implemented over the past ten years have reinforced the Smithsonian’s 

strong foundation and strengthened the underlying governance structure. The Board has set 

Institutional priorities that are expanding the reach and impact of the Smithsonian’s scholarly, 

research, collections, exhibitions, and education programs as it approaches the 175th anniversary of 

its founding. 

NATIONAL MUSEUM OF AFRICAN AMERICAN HISTORY AND CULTURE | On September 24, 2016, the Board 

celebrated the culmination of decades of efforts to commemorate African American life, history, 

and culture with the official opening of the National Museum of African American History and 

Culture (“NMAAHC”). The role of the Board was central to the final construction and planning for 

the 19th and newest museum of the Smithsonian Institution. The Board oversaw the management 

and planning for the museum’s operations, collections, exhibits, and programs. During the creation 

of the museum, NMAAHC added more than 36,000 historical artifacts, documents, photography 

and media to its collection. The opening celebration included participation from President Barack 

Obama, First Lady Michelle Obama, Oprah Winfrey, John Lewis, Founding Director Lonnie Bunch, 

Actor Will Smith, Board Vice Chair Shirley Ann Jackson, Smithsonian Chancellor and Chief Justice 

John G. Roberts Jr., and former President of the United States George W. Bush, who signed the 

2003 bill that authorized the museum. The museum welcomed more than 730,000 visitors within 

the first three months of its opening and over 2.4 million people walked through the doors of 

NMAAHC in 2017 alone. The historic significance of the museum and its importance to all 

Americans has marked an inaugural moment in the Institution’s history.
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NATIONAL AIR AND SPACE MUSEUM | The Board monitors the Smithsonian's resources in the context 

of priorities for major construction projects, securing the funding necessary to address maintenance 

and revitalization of facilities, opening new exhibitions and updating others that will have vital

public impact, improving visitor services, and strengthening stewardship of the national collections.

Planning and overseeing the extensive revitalization of the National Air and Space Museum 

(“NASM”), one of the most visited museums in the world, has required the Board’s guidance in each 

of those areas. In providing leadership and oversight for the revitalization and maintenance of the 

40 year-old museum, the Board provided feedback on the detailed design of the renovation, which

will include the replacement of NASM’s exterior envelope, major mechanical systems, and 

structure. With the Board’s endorsement, Smithsonian staff worked closely with the Office of 

Management and Budget and Congress to address facilities capital needs and to secure the 

resources necessary as a prerequisite to begin the revitalization, including the construction of the 

storage module. The Board encouraged a phased construction plan to allow a portion of the 

museum to remain open during the entire revitalization project, limiting visitor impact. 

Transformation of NASM will introduce a new era for the museum. The Board is looking forward to 

overseeing the innovative update to America’s aviation history, adding the lens of modern 

technology.

LONDON OPPORTUNITY | In June 2016, the Smithsonian and the Victoria and Albert Museum (“V&A”) 

announced plans to pursue an international collaboration as part of the redevelopment of the 

Queen Elizabeth Olympic Park in London. The Board reviewed the agreement with V&A, which 

outlined the programmatic strategies, business model, and proposed terms for a formal agreement

developed by Smithsonian senior staff. This collaboration laid a foundation for the Smithsonian’s 

global strategic framework and demonstrated the Smithsonian’s capabilities to participate in a 

variety of global collaborations and projects.

ARTS AND INDUSTRIES BUILDING | Over the last three years, the Board has taken an interdisciplinary 

outlook to addressing critical facilities efforts. Following the completion of the Arts and Industries 

Building (“AIB”) shell revitalization in March 2016, an interim use plan was developed for the space, 

which facilitated partial use of AIB, a National Historic Landmark, which had been closed to the 

public since 2004. In August 2016, Secretary Skorton appointed Rachel Goslins, former executive 

director of the President’s Committee on the Arts and Humanities, as Director for the Arts and 

Industries Building. Ms. Goslins developed and implemented plans for the building, including 

programming, exhibitions, and infrastructure. In December 2017, the Board participated in the first 

large-scale, public program produced by AIB. The kickoff event, called The Long Conversation, also 

included the official announcement of the Smithsonian Strategic Plan and shared the Board’s bold 

vision for growing the Institution’s reach, relevance, and impact over the next five years leading up 

to the Smithsonian’s 175th anniversary.

CAMPUS MASTER PLAN | The Board has collaborated with Smithsonian staff who consulted outside 

agencies related to the South Mall Campus Master Plan, the first-ever Smithsonian master plan, 

which will guide future short-term and long-term renovation and development of the 17-acre 

campus. The Board has overseen this comprehensive approach to the revitalization and 

enhancement of the oldest and most uninterrupted developed space on the National Mall campus 
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over the next 10-to-20–year period, seeking to better align facilities with the strategic plan, increase 

public access, and benefit from the efficiencies of an integrated plan.

SMITHSONIAN CAMPAIGN | Federal appropriations remain at the core of the Smithsonian’s funding, 

but private philanthropy bridges the gap between the Federal resources the Smithsonian receives 

and what it needs to carry out innovative research, expand its national collections, build new 

facilities, open truly 21st-century exhibitions, and expand educational outreach. The Smithsonian 

Campaign was the first major Campaign to encompass the entire Smithsonian Institution. The 

public kickoff took place in October 2014 and the campaign concluded on December 31, 2017. 

Campaign leadership was centered in an all-volunteer Campaign Steering Committee, co-chaired by 

Regents Barbara Barrett and David Rubenstein, as well as Regent Committee members Sakurako 

Fisher and Alan Spoon. The four Campaign Co-chairs oversaw the campaign’s fundraising, 

programming, and stewardship; guided the Steering Committee’s work with the Smithsonian’s 

advisory boards and advancement staff; and regularly reported Campaign progress to the Board of 

Regents. By the close of fiscal year 2017, the Smithsonian had surpassed the $1.5 billion goal, 

raising $1.79 billion for the Smithsonian Campaign. It is the largest amount ever raised in a 

fundraising campaign by a cultural organization. The Board recognizes that private philanthropy is 

essential to the Smithsonian’s ability to realize its vision, achieve the goals of the strategic plan, and 

transform the Institution in this generation. 

STRATEGIC PLAN | The Institution’s history extends nearly two hundred years, and guiding the next 

stage of the Smithsonian has been a priority for the Board of Regents. Guided by the Strategic Plan 

Committee, co-chaired by a member of the Board, the launch of its second strategic plan will help

redefine the Smithsonian. In developing the five-year strategic plan for 2017-2022, the Board 

provided clear and steadfast feedback at all levels throughout the organization, and assisted the 

Committee with the allocation of resources based on Institutional priorities, cost effectiveness, and 

demonstrated value. Smithsonian 2022 identifies seven goals to be implemented over the next five 

years. As part of this effort, the Board will continue to receive reports on core metrics of 

performance results and organizational accountability across the major programs and functions of 

the Institution. Recognizing that the Smithsonian belongs to the people of the United States, the 

Board is able to look confidently toward the future in guiding the Institution’s goals, mission, and 

future strategic direction.

GOVERNANCE AND STRUCTURE

TERM LIMITS | As part of a continued effort to intentionally structure the Board to fulfill essential 

governance duties, the Board recommended that each Regent committee revise its charter to 

reflect changes to committee term limits. In January 2015, the Board approved proposed 

amendments to committee charters to conform to the changes previously adopted with regard to 

term limits for the Advancement; Audit and Review; Compensation and Human Resources; 

Facilities; Finance; Governance and Nominating; Investment; and Strategy, Innovation, and 

Technology committees. Regent committee term limits were extended to 12 years, non-Regent 

committee terms were kept at six years, and Regent Emeritus committee terms were kept at three 

years. Term limits took effect in 2016, with an exception being made for members of the 

Advancement Committee, who were permitted to serve through 2017 to coincide with the end of 

the Smithsonian Campaign and members of the Investment Committee, who may serve up to eight 
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years. The Board recognizes that enforceable term limits provide the Regents with a mechanism to 

ensure it is rotating members who will bring new perspectives to the Board and the committees.

ETHICS STATEMENT | The breadth of oversight demanded of the Board of Regents requires that clear 

and enhanced mandates are adopted by the Smithsonian advisory boards. In June 2016, at the 

recommendation of the General Counsel, the Board unanimously approved an Advisory Board 

Ethics Statement (“Statement”) to be signed by all advisory board members on an annual basis. The 

Statement, which was modeled on the Regents’ Ethical Guidelines, is intended to foster

transparency, identify potential actual and apparent conflicts of interest, and provide a framework 

for avoiding or managing conflicts. The guidelines encourage consultation for advisory board 

members facing questions about the applicability of the Statement and potential conflicts. 

EMERITUS AND ALUMNI GUIDANCE | The Board is vested with governance authority of the Smithsonian, 

and pursuant to that authority, oversight of the advisory boards established to support units 

throughout the Institution. In accordance with Smithsonian Directive (SD) 123, “Guidelines for 

Smithsonian Advisory Boards” and the Smithsonian’s Charter provisions (20 U.S.C. §§ 41-70), the 

Board developed a baseline policy to define and evaluate all honorary advisory board designations

in an effort to facilitate interest, engagement, and support beyond an advisory board member’s 

formal tenure. At its meeting in October 2015, the Board of Regents approved a new policy limiting 

advisory board post-membership categories to emeritus and alumni status with respective criteria

applicable to all unit advisory boards. It continues to be in the Board and the Institution’s best 

interest to establish and maintain well structured, led, and resourced advisory boards. 

BOARD MEETINGS | The Regents have found considerable value in periodically assessing the structure 

of meetings to enhance Board performance and continuously improve future meetings. Regent 

input has resulted in several improvements to the content and format of Board meeting structure 

and materials to ensure adequate time for operational, administrative, and strategic topics of 

utmost importance. At its meeting on June 15, 2015, the Board approved five formal changes to 

meetings of the Board of Regents. (i) To allocate time for more critical issues and previously 

undiscussed matters, the Board adopts a consent agenda, which includes perfunctory noncontroversial action items that can be approved in a single motion. (ii) Each committee submits a 

written committee report for inclusion in the board book, allowing the committee’s agenda time to 

be reserved for topics requiring Regent attention and discussion. (iii) One meeting per year 

(typically in April) is dedicated as a strategic meeting of the Board, where Regents discuss important 

strategic issues and emerging challenges that deserve the Board’s attention. The Board conducted 

its first strategic meeting in April 2016 and the second in April 2017. (iv) Programming at regular 

meetings of the Board is developed based on purposeful education and aims to provide the Regents 

with the information they need to make sense of the trends affecting the Institution. One example 

of this practice is the luncheon program that was instituted to increase interaction among Regents 

and Smithsonian senior leadership and highlights the rich and varied work conducted at the 

Smithsonian. (v) To avoid inhibiting discussion, staff attendance at meetings has been reduced, 

when possible, to include senior leadership and staff with expertise or knowledge relevant to the 

discussion. The Board has reported increased productivity and board effectiveness as a result of 

the procedural meeting modifications in effect since October 2015.
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INTEGRATED RISK MANAGEMENT | The Board is committed to supporting the Smithsonian’s mission, 

image, and operations while ensuring a risk-informed culture and encouraging decisions based on a 

full consideration of potential risks. Under the purview of the Audit and Review Committee, the 

Smithsonian initiated an Integrated Risk Management and Mitigation Program. The program is 

designed to provide a framework that will assist the Regents and Smithsonian leadership in 

identifying, evaluating, managing, and mitigating a broad set of risks. In October 2015, the Board 

reviewed and assessed the top 25 identified risks to the Smithsonian, as they relate to Board 

oversight and committee responsibilities, and began development of specific plans for each 

significant risk. The Board and Smithsonian leadership will review and assess risks and monitor 

mitigation strategies on an ongoing basis. 

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Over the course of its 172 year history, the Board of Regents has guided the Smithsonian from a 

single building and an emerging national collection to the world’s largest museum, education, and 

research complex with an estimated 154 million artifacts. Today, the Smithsonian Institution 

continues its journey as an establishment of scientific discovery, cultural exploration, and 

collaborative learning under the direction of the Board of Regents and the 13th Secretary of the 

Smithsonian. Maintaining the broad and comprehensive scope of the Institution in the next century 

demands resilience and ingenuity. The Board of Regents remains energized and focused on 

preserving the past, shaping the future, and growing the Institution’s reach, relevance, and impact 

on a national and global scale.