Task force presents proposals for reforms in Baylor governance

WACO—Baylor University regents will vote next month on recommendations from the board’s governance review task force to increase the size of its executive committee, grant voting rights to regents who represent certain constituencies and create an expanded website with board information.

The Baylor regent’s governance review task force presented a 27-page report with recommendations. It did not suggest the board open its meetings to the public, in spite of a request from Bears for Leadership Reform.The task force report acknowledged perceptions among many Baylor constituents that the board has not been open, and the task force presented a series of recommendations designed to “help build greater trust and confidence within the Baylor community.”

However, the task force specifically rejected a call from a group of prominent alumni and donors for the board of regents to open its meetings to the public.

“After extensive deliberations, the task force concluded that the specific recommendations in this report would sufficiently enhance accountability and transparency and that open meetings would risk unnecessarily disclosing competitive information and detract from the free and open exchange of views and robust dialogue that are necessary to fulfill the regents’ fiduciary duties,” the report stated.

John Eddie Williams, president of Bears for Leadership Reform, characterized the recommendations of the task force as “baby steps” that “do not go far enough” in light of the sexual abuse scandal that rocked Baylor. 

Task force produces report and recommendations

A six-member task force—three regents and three non-regents—produced the 27-page report that contains findings and recommendations regarding board composition and procedures, regent selection, board governance and administration, regent giving, the office of the board secretary, and transparency and engagement of the board with key constituencies. 

“At the outset, the task force acknowledged a widely held perception by many Baylor constituents that the board tends to micromanage university administrative matters and that it has not been open regarding how it has made its decisions, selected regents or chosen its leadership,” the report stated.

“The task force recommendations seek to address this perception by promoting greater transparency, openness, and accountability and effective oversight. The task force believes that these recommendations will help build greater trust and confidence within the Baylor community.”

The board of regents’ governance and compensation committee established the task force last November to review Baylor’s board structure and practices—including the relationship between the board and the university administration—and make recommendations regarding “best practices.” 

Board will vote in mid-February

The task force reviewed the university’s and board’s governing documents, examined reports from other universities that had completed similar reviews, surveyed authoritative literature regarding governance and spoke with individuals representing various Baylor constituencies.

Regents received the task force report Jan. 19, and the board will consider its recommendations at a Feb. 17 meeting.

The report recommends the regents’ governance committee create a task force for regent selection. It would include members of the governance committee, but at least half of its members should be non-regents with expertise in varied professional fields and who have diverse backgrounds and geographic locations. It also would include as non-voting members the university president and the vice president for advancement and development.

“The task force believes this recommendation is one of the most important in this report, as the consistent feedback from the Baylor community was that the scope of regent candidates needs to be broadened beyond those persons known by existing regents or identified through the current process,” the report stated.

Other recommendations include:

• Increase the number of faculty representatives on the board from one to two.
• Grant voting rights to regents who represent the faculty, the Baylor “B” Association of former athletic lettermen and the Bear Foundation fund-raising organization for athletics.
• Continue to increase the overall diversity of race, gender and background of regents.
• Revise the regent removal process, eliminating the clause that regents may be removed only “for cause” and giving the recommendation of removal of non-alumni-elected regents to the governance committee. That committee would make its recommendation to the executive committee, who would then have authority to make the recommendation to the full board.
• Conduct annual self-assessment of the board, giving each regent the opportunity to suggest ways to improve how the board functions.
• Provide all regents with all board materials, except when dealing with issues of compensation or—in the case of non-voting regents—information covered by attorney-client privilege.
• Require the governance committee to solicit from all regents recommendations for board chair and vice chair, and expand the number of vice chairs from one to three.
• Require the chair to resign from the board of regents no later than one year after completing his or her term as chair.
• Create a full-time senior position of board secretary who would serve as the principal officer to the board in the administration of its responsibilities. The secretary—who should be an attorney—would be elected by a majority of the board, serve without a fixed term and report directly to the board.

“To bolster trust and confidence within the Baylor community, the task force recommends that the board secretary maintain a board website to inform constituents regarding the board calendar and agenda and provide summaries of board meetings,” the report said.

The website also should include biographical information on each regent, along with his or her term of office and committees and other board leadership positions. It also should include governing documents and both quarterly and annual reports to the Baylor community.

Change board committee structure

The task force also recommended changes to board committee structure to promote greater involvement by regents. The recommended changes would increase the size of the executive committee from eight members to “no more than 15 members,” the report said.

The task force recommended all regents be invited to attend every committee meeting, including the executive committee, unless it presents a conflict of interest. The recommendations include separating governance and compensation to reflect best practices.

The task force recommended maintaining a high level of confidentiality, saying regents should not “discuss the details of the board or committee discussions or disclose how other regents vote.” Public announcements and media communication should be the duty of the board chair in consultation with the university president, the report stated.

In regard to athletics, the task force report said, “it is imperative for the board to ensure implementation of, and compliance with, policies that will identify instances of misconduct by prospective student-athletes, including comprehensive background assessments.”

After review, the task force recommended no changes regarding the board’s 34-member size or requirements that three-fourths of the regents be Baptist, all must be Christians, half must be Texas residents, 10 percent be elected by alumni and up to one-fourth be elected by the Baptist General Convention of Texas, subject to confirmation by the regents.

Bears for Leadership Reform responds

“Without real transparency or accountability, this cannot truly be called reform,” Williams of Bears for Leadership Reform said. “In fact, the board will continue to decide who serves as a regent at Baylor; a few insiders will continue to hold all of the decision-making power on the board; and the decision-making process will remain hidden from the Baylor Family.

“While the task force reviewed how similar boards at other private universities, for-profit and not-for-profit institutions conduct business, these institutions have never been engulfed by a sexual and domestic assault scandal like Baylor.

“If we are to prevent this tragedy from ever happening again, Baylor and its board must not just match what other institutions are doing. It must set the standard and become the leader in transparency and accountability. Unfortunately, the changes recommended by the board of regents’ task force fail to thoroughly address these key principles.”