HERSHEY, Pa. – The Penn State Board of Trustees considered changes to its charter and bylaws today (March 6), including the creation of a permanent seat for a student trustee.
The Committee on Governance and Long-Range Planning listened to a proposal that would ensure that a student presence is specified in the board's governance documents.
For four decades, students have been represented on the Board of Trustees by a student chosen from an identified pool of interested and eligible candidates. In the past, the name of the student who is selected from this pool has been forwarded by the governor to the Pennsylvania Senate for confirmation. The longstanding process is at the discretion of the governor. Historically, the governor has opted to designate one of the six governor-appointed seats on the 32-member board as a student trustee, but this tradition has not been codified.
The change, which would require a vote of the full board in May to be enacted, is supported by the University Park Undergraduate Association, the Council of Commonwealth Student Governments and the Graduate Student Association.
Under the changes proposed in the meeting, the action would specifically designate a trustee to represent the student body, with a two-year term unless the student trustee ceases to meet the criteria set forth in the bylaws. The criteria spelled out for a student trustee is that he or she be an undergraduate, graduate, professional or World Campus student in a degree-seeking program and in good academic standing. By a vote of 8-1, the committee agreed to move the proposal forward.
Also two proposals approved by the committee in January will be taken up by the full board on Friday (March 7):
-- Alumni trustee nomination and election ballots will now be sent electronically to qualified electors who have a valid email address on file in the University’s alumni records. Previously, only individuals who were active members of the Alumni Association or donors of the University automatically received a ballot.
-- A change to the bylaws that will modify and clarify the types of real estate and other capital transactions to be brought to the board for approval and informational purposes.
Matters that would now require the approval of the Board of Trustees include the purchase of land and other real estate with a purchase price of $1 million or more, the sale of land and other real estate with the exception of sales with a price of less than $3 million gifted to the University for the express purpose of sale, and honorific names for individual buildings and roads. Also under the change, the Board of Trustees would be required to receive “thorough and forthright reports on the affairs” on matters such as new construction or renovations projects with a total cost equal to or greater than $1 million but less than $5 million, the purchase of real estate with a purchase price of less than $1 million, and proceeds from the sale of land and other real estate with a sale price of less than $3 million gifted to the University for the express purpose of sale.
Lawyers for the family of the late Joe Paterno and others have filed an amended complaint in their case against the NCAA and have named Penn State as a defendant. The University has issued the following statement in response to the filing:
“Penn State is deeply disappointed that the Paterno family, four individual trustees and others have added Penn State as a party in their lawsuit against the NCAA. Penn State will do its best to mitigate the expense, disruption to its operations and harm to its mission and interests, which are caused by the forced and unwilling inclusion of the University as a defendant in a dispute between private parties.
The Board has not authorized the individual trustee plaintiffs to sue as trustees or to bring claims on behalf of the University. Due to concerns with serious conflicts of interest that already exist, Board leadership urged the trustee plaintiffs to end their involvement in the lawsuit. Instead, these conflicts of interest and the harm to the University have been made worse by the actions of the four Trustee plaintiffs and others in seeking to force the University to be a party in this litigation.
Penn State remains committed to full compliance with the Consent Decree and the Athletics Integrity Agreement. We look forward to continuing to work with Sen. George Mitchell in pursuit of these objectives.”
The original lawsuit against the NCAA was filed by the Paterno family on May 29, 2013.
Dr. Benjamin Levi knows there’s power in information.
As director for the Center for the Protection of Children (CPC) at the Penn State Milton S. Hershey Medical Center, Levi and his team are working on several technologies to help streamline and standardize child abuse reporting methods and intervention data organization.
“The center is in the process of improving methods old and new for gathering and storing information throughout the entire investigation process,” Levi explained. “From providing more information resources and a better way to report suspected abuse to designing a new database for tracking and analyzing data for children with suspected abuse, we’re developing innovative tools for our team to better help children.”
To achieve its goals of preventing maltreatment, improving reporting rates, and providing the best care for children who have experienced abuse, the CPC — founded in December 2011 — is collaborating with Penn State information technology (IT) staff to build new digital assets.
Last year, the CPC reached out to the instructional designers in Teaching and Learning with Technology, a unit within Information Technology Services (ITS) at University Park, for support in designing a new e-learning program aimed at early childhood professionals throughout Pennsylvania called iLook Out for Child Abuse.
“Children ages birth through 4 are the most vulnerable to abuse,” Levi said. “And yet of the more than 26,000 reports of suspected abuse made in Pennsylvania last year, only 451 came from early childhood professionals — which suggests that many cases are being missed. iLook Out for Child Abuse focuses on early childhood professionals so that child care providers can be both informed and prepared to report maltreatment when there is ‘reasonable suspicion’ that a child may be being abused or neglected.”
The online training will consist of multimedia, interactive modules to help individuals identify risk factors and signs of abuse. The program will be available online through a learning management system and will be free.
It will also point users to the newly enhanced Pennsylvania Look Out for Child Abuse form, an online resource at www.reportsuspectedabuse.com for reporting suspected maltreatment of children. This innovative tool is designed to increase the efficiency and accuracy of information transfer to secure state databases. Eventually, it will be used to research reporting practices, using de-identified data, and to help improve standards for what is reported, how it is reported and how that information is processed.
John Soubik said this kind of improved communication is key in every step of the reporting and evaluation process. Soubik, a former county child welfare investigator and 1985 Penn State alumnus, presented the annual de Lissovoy lecture on child welfare at the University in October.
“It’s so important that people communicate at every step of an investigation,” Soubik said. “Reporting has to be accurate and meticulous notes have to be kept at every step. When I was an investigator, there was no centralized database and information could be easily lost. The new repository will be extremely helpful.”
Not only will the database help keep information secure and organized, but it will also aid in preventing abuse. Levi explained that as the repository grows, research will be done on patterns and demographics to help predict which children may be most at risk for abuse.
“If we look at our records and notice a particular family with multiple risk factors that has repeatedly brought in a young child for small issues, that might alert us that these are parents who are stressed and overwhelmed, for whom assistance could help prevent abuse” Levi said. “By better identifying patterns that indicate risk, we create opportunities to provide information and support that not only serves as a resource for parents, but could help them readjust expectations so that their frustration goes down, rather than escalating into abuse.”
As the CPC grows, it will continue to build on the strong foundation provided by Penn State Hershey and the University as a whole.
“The seeds we have planted are beginning to shoot up. But to grow to their potential and provide the canopy of protection we envision,” Levi said, “we need support. The work we are doing requires a team approach and resources that aren’t easy to come by. That’s our goal for the coming year — to garner the resources we need to do this well.”
The work of the CPC fits into the University’s larger initiative of increasing child abuse awareness generally. Within the Penn State community all students, faculty and staff have already completed University-based online training.
“There are cases that go undetected, which is why this kind of training is so important,” Levi said. “Once we have an even better idea of the true number of abuse cases, we’ll be able to make sure we have the resources for the necessary interventions. And when that happens, we’ll be able to measure — and increase — how effective those interventions are.”
As for Soubik, he understands the importance of having as much information as possible for an effective intervention — and despite the difficulties he faced as a child welfare investigation, he said that it was all worth it.
“It was a very challenging job because there was always the chance of making the wrong call without having all of the necessary information at your fingertips. It would have been terrible to not remove a child for lack of information and subject him or her to even more abuse or neglect, or to have someone falsely accused,” he said. “But the times I made a difference for the better in someone’s life were very gratifying and made it all worth it.”
And that’s a powerful thing.
To learn how to help the CPC, visit http://www.pennstatehershey.org/web/protection-of-children/home/donate.
To report suspected child abuse, go to http://www.pennstatehershey.org/web/protection-of-children/home/reporting.
For more stories about IT at Penn State, visit Current at http://current.it.psu.edu/.
Since its founding in late 2011, Penn State Hershey Center for the Protection of Children has built off a strong foundation of clinical and research expertise in the area of child maltreatment and trauma to create and expand programs and initiatives for improving the health and well-being of at-risk children.
At an event at Penn State Hershey Children’s Hospital today, Center for the Protection of Children staff updated legislators and other guests on some of the initiatives under way and introduced a few new faces.
In fall 2013, Dr. Lori D. Frasier joined Penn State Hershey from The University of Utah School of Medicine as chief of the new Division of Child Abuse Pediatrics. Frasier is internationally known as an expert in the growing field of child abuse pediatrics and serves on the board that sets the guidelines for certifying medical professionals in the field. At the Children’s Hospital, she leads a team of expert pediatricians, knowledgeable in medicine and injury analysis, who evaluate children with injuries suspected of being caused by abuse, recommend testing, speak with parents and serves as liaisons to community agencies such as Children and Youth Services, police and the legal system.
Frasier has played a key role in the center’s development of a specialized clinic for at-risk children in the foster care system. The clinic, to be located in downtown Harrisburg, will provide a “medical home” for these children. It will also provide Penn State researchers the opportunity to access de-identified data that may help them find clues to the prevention of child abuse and maltreatment. The clinic is expected to open this spring or summer.
In March, the center will have additional clinical expertise on board when Dr. Kent Hymel, a second board-certified child abuse pediatrician, joins the Children’s Hospital from Dartmouth-Hitchcock Medical Center and the Children’s Hospital at Dartmouth, where he is the medical director of the Child Advocacy and Protection Program. Hymel is an internationally known expert in child abuse with a research focus on abusive head trauma.
The center has also recruited Dr. Brian Allen, a clinical child psychologist, to serve as its director of mental health services and conduct research on evidence-based treatment of child abuse, starting in June. These new staff members join a dedicated social worker, the existing clinical Child Protection Team (led by Dr. Kate Crowell) and Dr. Benjamin Levi, professor of pediatrics and humanities, director of the center.
The center is part of Penn State’s Network on Child Protection and Well-Being, a University-wide initiative that promotes and supports interdisciplinary collaborations in research, education and evidence-based practice and policy that are aimed at better understanding, treating and ultimately preventing child maltreatment. Hymel and Allen are two of the 12 “cluster hires” the University committed to the Network.
“The Center for the Protection of Children is tackling one of the most difficult and devastating problems our society faces, that is, the abuse and maltreatment of children,” Penn State President Rodney Erickson told the crowd of legislators and others Thursday. “The work under way at this center addresses heartbreaking issues; and it gives hope and help to families.”
The center draws upon unique resources, such as the College of Medicine’s Department of Humanities, which takes a creative, humanistic approach to developing interventions to protect children, and the research infrastructure and collaborations fostered by the Penn State Clinical and Translational Science Institute.
“Taken together, all of these resources represent Penn State Hershey’s strong commitment to combatting the devastating problem of child abuse through clinical care, education, advocacy and outreach, and through research that advances our understanding of all aspects of child protection and well-being,” said Dr. Harold L. Paz, CEO of Penn State Hershey Medical Center and Health System, Penn State’s senior vice president for health affairs and dean, Penn State College of Medicine.
Event guests saw firsthand how the center uses the expertise of Penn State Hershey Simulation Center to train pediatric residents on the intricacies of interacting with the parents of a child for whom abuse is suspected. Dr. Mark Dias was on hand to talk about his long-standing research and outreach activities related to shaken baby syndrome and other abusive head trauma.
“Research on child abuse and child protection is vital to helping us serve the needs of vulnerable children, and it takes many forms,” said Dr. Daniel A. Notterman, vice dean for research and graduate studies, Penn State College of Medicine, and a professor of pediatrics and biochemistry and molecular biology. “From studies into how abuse can change a child’s epigenetic makeup, to using evidence-based approaches to establishing best practices for treating the mental health effects of abuse, we are committed to putting our deep and broad expertise to work toward solutions.”
Other center projects under way include expanding electronic access to the state’s child abuse reporting form through the center’s Look Out for Child Abuse website to all Pennsylvania counties (a partnership with the County Commissioners Association of Pennsylvania) and development of multimedia, interactive, e-learning modules geared toward early childhood educators and administrators (in affiliation with Queensland University of Technology and the Network of Victim Assistance.)
Additionally, the new administrative home of the center and the Division of Child Abuse Pediatrics on the seventh floor of the Biomedical Research Building offers private and shared work space for center staff and visitors, an informal meeting space, and a conference room designed to host lectures, research meetings and small public events, as well as interactions with legislators, policy makers and others.
“We are at the point where we have a ‘deep bench’ and a strong institutional commitment to realize the vision of the Center for the Protection of Children, to build an evidence-based, interdisciplinary approach for understanding, treating and ultimately preventing child abuse and neglect,” Levi said.
Penn State's Board of Trustees attended a retreat led by its governance consultant, Holly J. Gregory, on Thursday, Jan. 16. The first portion of the retreat was public and can be seen at http://www.youtube.com/watch?v=v1RPvytUYKE online. A transcript of the public session appears below.
Keith Eckel, member of the Board of Trustees and chair of the Committee on Governance and Long-Range Planning:
Well let me call our afternoon session to order and welcome all of the trustees here, and the pubic that is in the adjoining room. I think this is a great opportunity for us this afternoon to work together, and I would remind you not only afternoon but early evening, and the one thing that I would urge everyone is participate. Be involved. Don't hesitate to ask the key questions, challenging or not.
As you know, the committee, the Governance and Long-Range Planning Committee, was tasked with assisting the board in considering a range of governance reforms that have been suggested by a variety of interested parties. And to assist in that consideration, we have retained a consultant, through our RFP process to help facilitate. Our consultant is Holly J. Gregory, from the law firm of Sidley Austin LLP. And of course she is with us today. She is well-recognized for her work with boards, and many of you have already met or spoken with her. In fact, if you recall, she spoke to our board I believe about a year and a half ago. If you want to research her CV, you can do that at www.sidley.com. You will hear from Holly shortly, and she will help to facilitate our board assessment discussion and board retreat in private sessions later today. I expect that over the next several months, as we undertake consideration of further governance reforms, she will be reaching out as appropriate to ensure that our consideration is well informed by an understanding of many diverse viewpoints.
Let me begin with a brief recap of what we hope to accomplish with this project. At any institution, effective governance is a work in progress. There is no question about that. I don't believe there is any end point. It is a constant process to make sure that we have the best governance structure. No one set of governance structures or practices will fit an organization for all points in time. Rather, effective governance needs to include ongoing consideration of how the board, its committees and individual trustees can continually improve. This is doubly so in the aftermath of crisis, when we have the opportunity to learn from experience and reconsider our governance structures and processes in a pragmatic effort to position the board for more effective and efficient oversight and guidance in the future.
As you know, we have already made considerable and numerous changes in governance practices in the past two years. I've asked Frank Guadagnino, who is now new to our staff but is not new to us, to recap what we have accomplished to date. But there is also general consensus that more remains to be done. This process is not even changing in the last two years; it's been changing over the last 12 years I've been on the board. And I believe that it's critically important to recognize that there is not one singular model that's right for every organization. The right model for Penn State will be the Penn State model. It is within every one of our hands an ability to shape that.
Holly is the expert. I have great confidence in her ability. But perhaps her most important talent is one of facilitation; one of working with each of us and the board as a whole to improve the governance model and to make it the best for Penn State. And indeed that's why the board has tasked the corporate governance and long-range planning committee with undertaking this review, to do this work, and then to bring it to the board. And I can tell you, it is my personal hope that this undertaking will bring this committee, number one, and this board, together. There are differences of opinion. There may be divisions amongst us. But I am convinced that there is one thing that unites all of us. And that is that we want the best for Penn State.
Our viewpoints may be different in what that definition is. But we want the best for Penn State. And this effort is to create and in many cases re-underline processes that we may already have, as the best Penn State model to do that. So I am looking forward to this afternoon and this early evening in working with Holly and each of you as we begin this process together. And so at this time, having mentioned a number of reforms that have already taken place, I'm going to turn the program over to Frank, and Frank I would like you to outline for us, and remind us of the journey that we have been on in the last few years, in improving the governance of Penn State University. Frank?
Frank Guadagnino, senior partner with Reed Smith LLP of Pittsburgh, and consultant to the Board of Trustees
Thank you. As background for today's discussion, I've been asked to remind everyone of the actions that this board has taken since early in 2012, which respond to most of the critiques and criticisms of its governance structure that the board and others have identified. I think it's fair to say that this board has accepted suggestions from all quarters as serious contributions to its review and analysis, and while not accepting all, adopted many recommendations that originated from outside the University.
With respect to the review of governance documents, this has been an ongoing item on the board's agenda for the last two years, and continues to be a topic of interest as evidenced by the retreat that the board is having today. It is, as chair Eckel noted, a work in progress. The charter, bylaws and standing orders of the University are not static, nor have they been. In fact, this board made revisions or changes to its governing documents more than 20 times over the last 12 years.
Let me highlight several of the significant changes adopted by the board within the last 24 months. Starting in January of 2012, 12-year term limits were established for trustees elected for terms beginning July 1, 2013. Further amendments applied those limits to all trustees other than the ex-officio trustees, and eliminated an exception for trustees serving as vice chair of the board. Committee restructuring in January 2012 added four new committees for a total of six, providing for greater oversight and engagement by trustees.
The board also added new subcommittees for legal and for human resources. This past November the board added a seventh standing committee, the committee on compensation. Committee membership was expanded to include faculty, staff and student representation on all but two of the committees. Key staff positions including the general counsel and the directors of internal audit, and ethics and compliance, now have a formal dual-reporting requirement to both the president and the Board of Trustees.
The board also instituted a public comment period at its meetings in order to hear from internal and external constituencies. The meetings are now streamed online so that citizens of the Commonwealth and others can view first-hand the deliberations of the board.
In May of 2013, many additional changes to the charter, bylaws and standing orders were approved by the board. For the sake of brevity I'll highlight only the most significant of those changes.
Changes to the charter: The charter was changed to make the president of the University and the governor ex-officio, non-voting members of the board. The charter was amended to reflect existing practice with respect to elections of alumni trustees, and to be consistent with electronic and notice and voting methodologies currently in use.
Changes were made to facilitate electronic delivery of notices. The 10-day notice requirement for meetings of the board was reduced to three, consistent with the Pennsylvania Sunshine Law. The charter was changed to reflect current practices with respect to reimbursement of trustees for travel expenses. The charter was revised to change the composition and method of selection of the executive committee. And a number of anachronistic provisions no longer relevant were deleted.
With respect to the bylaws: again, the president and the governor were made ex-officio, non-voting members of the board. As previously described the language relating to term limits was amended. A waiting period was added with respect to University employees to become trustees. That waiting period was extended from three years to five years. And a similar waiting period with respect to Commonwealth row officers was added.
A new section provides for removal of a trustee in the event of a breach of his or her fiduciary responsibility to the University. Language was added permitting notices to be made electronically. The quorum requirement was changed from 13 to a majority of the voting members then in office. A new provision expressly permits telephonic meetings, subject to compliance with the Sunshine Law. A new provision authorizes the chair to excuse non-voting members of the board from meetings at his discretion.
References that previously existed in the bylaws with respect to consultation with the president on committee and subcommittee appointments and committee and subcommittee agendas was deleted. The majority of the members of the executive committee now serve by virtue of their position on the board plus such number of at-large members necessary to create an executive committee of 13 members, with those at-large members nominated by the governance committee and elected by the board. And information was added to impose a five-year limit on committee chairs, with limited exceptions subject to the super-majority vote of the board.
Given the recent increase in the number of standing committees, the minimum number of trustees on each committee was reduced from six to five. The provision making the president the ex-officio secretary was deleted. The secretary is now an elected position. The description of the president's duties was expanded by including language from the standing orders.
The matters requiring approval by the board and matters to be presented to the board for information were moved and revised in a couple of respects, to clarify which items come to the board for approval, and which items are brought to the board for information.
A statement requiring the University's annual Clery Act reports and Right to Know Law reports to be presented to the board for information was added. This change codified existing practices. And importantly, the conflict of interest and disclosure provisions of the bylaws were enhanced and strengthened to include not just financial conflicts of interest, but any situation where the interests of the trustee conflicts with the interests of the University.
We made, this board adopted additional changes to the standing orders, relating to the trustee elections; relating to the conduct of public meetings; and with respect to the expectations of membership to clarify and amplify certain of the expectations of the board of its members. And then finally the standing orders relating to trustees emeriti was revised, to make former board chairs automatically eligible for emeritus status and they include that the expectations of membership, with a few limited exceptions, apply equally to the emeritus trustees.
With these collective changes, practically all of the recommendations made by former Auditor General Wagner, and to the extent that they relate to the University's organizational documents, the recommendations contained in the Freeh Report, were addressed in whole or in part, as were the recommendations made by the Middle States Commission on Accreditation. Subsequent to May 2013, additional changes were made. In September and November, changes were made to change the annual meeting date to July; to amend the matters to be brought to the board for approval, as well as the matters to be brought before the board for informational purposes, clarifications on that; and as previously mentioned, a new standing committee on compensation was formed.
Finally, the Governance and Long-Range Planning committee at its meeting this morning approved and will recommend to the board for adoption at its meeting in March, additional changes to the charter that are intended to promote broader participation by the University's alumni in the annual election of trustees elected by the alumni. And additional changes to the bylaws that further clarify issues to be brought to the board for approval, rather than for information, with respect to real estate transactions and other capital expenditures.
Chair Eckel that concludes the summary. At this point we'll turn the program over to Holly.
Gregory Gregory, governance consultant to the Board of Trustees
Thank you all. I'm really very pleased to be here. I really greatly appreciate the trust that you all have shown in me in asking me to facilitate a consideration of reforms at this critical point in time for this great institution, this Penn State. In the interests of full disclosure, I'm not an alumni. I am a product of state university education, and I have to say as I learn more about Penn State, I'd love to be able to claim it, but that wouldn't be truthful.
I want to emphasize a couple of points at the outset. And what I want to do in this talk is sort of set a frame for the discussions we're going to be having later this afternoon as we do a board assessment, discussion and start to explore governance ideas in our retreat. It's helpful to create a framework and again, you have to understand my biases. One of my big biases is I'm a lawyer, and so that framework of fiduciary duty really does effect very much how I look at boards and what they do as a starting point. Not as an ending, but as a starting point. I also believe very much, as Keith Eckel said, that governance is a work in progress. It's about continuous improvement. It never really ends. You never say, 'We're done, we're set.' Something will change. Something will change in the context in which you operate. But you need to continually think about how this board functions and operates, and what are the rules that it has in place to guide it.
I want to emphasize a couple things at the outset. First, the focus of my practice as a lawyer is working with boards of directors and boards of trustees, so for-profit and not-for-profit entities, including some entities in the education area – although I don't pretend to be an expert on university governance. I work with boards in times of normalcy, and in times of crisis, and in times of aftermath of crisis. And I know well from my experience the tensions involving key relationships in an organization are not at all unusual in times of crisis. In fact, they are the norm. And the success of an organization in weathering a crisis comes down to the ability to commit to building trust, while under fire, and in the aftermath.
Now you've begun that reform, but we've heard from Frank a considerable amount has been done but more remains. You've made changes in the last year to address many governance concerns that have been raised, but there are a number of areas where observers have continued to call for change, and we have to listen. These relate primarily to issues around board size, board composition, and trustee selection method. And these calls for change, these types of calls for change are also not unusual in the aftermath of a crisis. The reality is that the buck stops with the board. And in my experience when an institution goes through a crisis, significant changes in corporate governance are often necessary to signal to constituents and the community at large that change is at hand.
I will spend time later today exploring, without deliberation or any effort to come to any kind of conclusion or decision, ideas about how to rebuild confidence and trust in the board as the governing entity of this great institution. That's really sort of where we are starting out today. I hope that we can do this with candor, and with a respect for the diverse viewpoints that are here in this room, with a goal of building trust among the trustees. That's our starting point. I'm going to ask that you set aside your own personal interests, and that you engage with an open mind. My task is to help you step back, and think about your effectiveness, both as an individual trustee, and as a collective body. Because after all, any discussion of board effectiveness must focus on both the individual and the collective. After all, each individual trustee owes legal duties to the University, but the authority to govern lies with the board as a whole.
I want to talk a little bit about the context that we're in. Context matters. We can't ignore it. As you know, I'm at the very, very beginning of my learning about the University and about the University's governance, and I greatly appreciate the time that so many of you have spent with me, especially over the holidays, in getting acquainted with the issues. In the last three weeks I've met or had phone calls with more than two-thirds of the trustees and it's really been helpful in sort of a jump-start for me. I wish the time had allowed for me to meet with each of you before our discussion today, and I commit that we will have the opportunity in the coming days and weeks to spend time together.
I also greatly appreciate the opportunity to have met with key members of the University's administration, its student leadership, Faculty Senate leadership and the Alumni Association leadership. This is all very important to me understanding what viewpoints are, and the concerns and issues that surround the board and the University. I anticipate that I'll be reaching out for additional conversations and will be also circling back to many of you whom I've already spent some time with as this process progresses.
Now I well appreciate as I said that the board operates in a context, and that the events of the last several years provide that context. I also well understand that trustees hold a variety of very different views about how the board operates, what works well and what needs to change. Not everyone has the same point of view, and if all agreed I don't think we'd be having this discussion. You wouldn't need my facilitation of efforts to consider additional reforms. My job is to help you find areas of agreement around potential reforms. Now I have no set views regarding the events that have brought the board to this point. I'm really agnostic. I'm neutral. I don't have a viewpoint. Nor am I really looking to form one. I'm here to help you think about how to position yourselves to work now at the highest and best level, and what kinds of reforms will help you do that, from the things that have been suggested.
Now I can't help but share with you a little bit of my philosophy and perspective on corporate governance. It's a perspective and philosophy that I've said is very shaped by my understanding of the legal framework in which you operate. Now of course there are different types of systems that an organization could have to govern itself. There's no one set, right way of governing. And there's a broad range. There's legislative governance models. There's fiduciary governance models. You have a fiduciary governance model. That's what the law has given to you. You are trustees. That is not is not a legislative or representational governance system. You each volunteered, in effect, to serve on this board, and you've been selected through a variety of methods and by a variety of groups, to serve on this board. And by volunteering, you've each agreed to take on that very special duty as a fiduciary of the University. And again, you volunteered to do so. This duty that you've agreed to has been described as encompassing one of the highest standards of care that a person can owe to an organization or to another person. You've agreed to put the interests of Penn State above your own interests. Or above the interests of anyone else with whom you may be affiliated or associated.
Your duties run to the University and not to any group that may have been involved in your selection as a trustee and this is a difficult concept, especially when there are identifiable groups to which each of you owe your position on the board. You owe your position on the board to a group but your obligations run to the University as a whole.
It bears emphasis and it bears reiterating because it is a difficult concept. Now, I note that the bylaws reiterate this point, providing that trustees bring to their roles their varied backgrounds and experiences, that's why you are selected from different groups, for the backgrounds and experiences that it's going to allow you to bring to bear in these discussions that the board has. And you've been selected in different ways. But you must keep the welfare of the entire University and not just the particular constituency at all times paramount. That's in your bylaws. Now, I know that you are well aware of your fiduciaries. You've probably heard this ad-nauseum. I can't help myself because it does provide the frame in which we're going to be talking about governance.
And I know that you all have the best interests of the University at heart. I understand that, especially after talking with you. People are so passionate about what they are bringing to this board and how much they care about the University and what they want to accomplish here.
But you do need to understand that the obligation that you bring of considering the best interests of the University is not a subjective standard. It's an objective standard. It is what is reasonable. What a reasonably prudent person would view as the best interests of the University. Of course as in any group there will be disagreement and I think disagreement isn't something to be afraid of; it's something to be valued. There is a reason why you have come together as a diverse group from different constituent -- to come onto this board and that's to bring these different viewpoints and to debate them in the boardroom. By doing so, to come to the best decisions possible. We come to the best decisions when we are forced to think about viewpoints that we may not have begun with.
It's through discussion and thoroughly informed debate about differences that the quality of the board's decisions are improved. Your views should be expressed on the board and in the committee. That's where you want to have this discussion and debate; in the boardroom and in committee deliberations, but ultimately you have to come together as a board and make decisions.
And this is the other hard context. Whether unanimous or not the board speaks with one voice when it's making decisions. How the board handles disagreement with the view to ensuring that the benefits of rigorous debate are actually achieved without causing further harm to the University becomes the measure and part of this board's effectiveness. I want to underscore this point. Effective and efficient decision-making cannot be made in an environment of divisiveness. We want to value discussion and debate and differing views and respect them but try to use that to come to better decision-making in an environment of hopefully consensus, not always consensus but at least decisions that the board will then support.
That's why the culture of trust that develops within a boardroom is so key. No trustee will ever be in the majority or the minority all of the time. But all trustees need to respect the views of others, come to board and committee meetings with an open mind and a willingness to strive for consensus. Where consensus cannot be had, all trustees need to be committed to supporting the decision of the majority. Once a decision is made by the board, it's the decision of the University. The place for criticizing and revisiting the board issue is in the boardroom. You can come back and try to reopen the issue, but it's now a decision of the board, to which you are committed to support.
Now, I need to share with you what I view as predicates for effective governance. Now we're going to be talking about this more as we talk in the self-assessment. We'll go through them in more detail but I think it's good to step back and say: What makes an effective board?
In some ways it's not rocket science but because we are like a carbon-based group, it can be difficult at times. First, you need a board that's comprised of the right mix of skill sets and experiences and viewpoints for the needs of the University. And the needs of the University change over time. That's why board composition needs to change over time, because you need to make sure you've got the right mix of experiences to help the University face the challenges that it faces, for whatever strategy it's going to achieve in the future.
You need a commitment by all trustees to understanding their roles and their duties and to actively engage in undertaking those duties. You need a commitment also to provide the time and the attention necessary to understand the complex issues facing the University and they are complex. That means there are a lot of times you have to devote to education of yourselves and reading and reviewing information and really learning what you need to know to make informed decisions. You need board meetings that are focused on the right issues at the right level of detail and with the right underlying information. This is a key challenge for many boards, to understand what should be on our agenda and what doesn't need to be on the agenda, so we can be very effective and efficient, and do we have the information that we need?
Information is key to informed decision-making on a timely basis. It's really the predicate for good decision-making overall. You certainly as I have highlighted I think need a board culture of trust and openness and acceptance and decisiveness that values the exploration and debate of diverse viewpoints with the goal of achieving consensus. Again, consensus is not always possible but it should be viewed as a goal to strive for. You need relationships between the board and the administration and the faculty that are marked by trust and respect, a shared devotion to the interests of the University and a constructive tension in which the board challenges the administration to be its very best.
Now, I know there is a lot of discussion about following best practices and benchmarking to what other universities do. And I think a grounding in best practices and benchmarking is key to considering governance reforms. We can learn a lot from others. And we should. However, I think as Keith suggested there's no one path to effective governance, there's no one model, or this would all be much easier. Governance structures and processes have to be tailored to the unique needs and circumstances of this University at this point in time, all in a pragmatic search for what will work best. And that's what I'm hoping that we're engaged in.
To ground our conversation this afternoon, I want to drill down just a little bit more on fiduciary duties, just to make sure we are all on the same page. And forgive me for this, again, but as a lawyer I can't help myself. As trustees you know you have three distinct duties to the University. You have a duty of obedience. That duty is to further the University's purpose, as set forth in the Penn State charter which is, and I'm quoting "Education of youth in the various branches of science, learning and practical agriculture." And then your bylaws provide additional direction. They say that the University exists as a multi-campus public research university that educates students from Pennsylvania, the nation and the world and improves the well-being and health of individuals and communities through integrated programs of teaching, research and service.
Everything that the University does should be linked to the purpose of the University as set forth in its charter and bylaws, and that is what is known in the not-for-profit world as the duty of obedience. Then in addition you have a duty of care. And sometimes I think of this as sort of, this is like the kindergarten duty, the duty to show up, pay attention, you know, use reasonable inquiry, prudence, you know, just act as somebody who really cares. But you do need to show up and spend time and attention. You need to act with the care of reasonable inquiry, skill and diligence that a person of ordinary prudence would use under similar circumstances so it's a reasonableness standard and it's based on the circumstances.
It means that you devote sufficient time to understanding the issues before the board, you prepare for and attend meetings, you pay attention at meetings. And of any committees of which you are a member ,and you participate in orientation and education and in workshop sessions like this. As the board requests. The duty of care also requires that you act on an informed basis, reviewing relevant information and seeking input from the administration and experts as necessary.
It requires that the board discuss and deliberate important issues and the board actively monitor University affairs and those to whom authority has been delegated. Where the board has delegated authority to others, you may rely on those persons for information and to carry out the delegated tasks, so long as that reliance is reasonable. The bylaws, note that reliance of the Board of Trustees must be based upon its continuing awareness of the operations of the University and it requires that the board receive and consider thorough and forthright reports on the affairs of the University. Kind of common sense. If you're going to monitor those to whom you delegate, you need information about the affairs of the University so you can provide direction and make sure that you believe they are fulfilling the delegated authority.
The board also has a continuing obligation to require information or answers on University matters with which it is concerned. And in addition, this duty of care requires that the board ensure that reasonable compliance, information and reporting systems are in place to detect and report up to the board any red flags or series of yellow flags that could themselves be a red flag. If a red flag is apparent, the board should investigate. In summary the duty of care requires active attention and informed decision-making. Nothing radical there.
Your third duty is the duty of loyalty. That's the duty to act in the best interests of Penn State and not in your own or others' self-interest and this requires special attention of course to identifying and handling appropriate any areas of conflict, handling conflicts of interest.
Now, I don't say strictly avoiding conflicts of interest, although that is one way of handling them, avoiding them where you can, but you can't always avoid conflicts of interest. Where they can't be avoided, it's important they be identified and handled appropriately. So disclosure, recusal, making sure that in the first instance the board and the University are aware of any conflicts and that there is an opportunity to make sure that there are mechanisms so that those conflicts don't further affect decision-making. Conflicts of course are most likely to arise with respect to financial interests, the use of University property, confidential information, acting on behalf of another party, competing with the University or taking a business opportunity that belongs to the University.
In sum the duty of loyalty requires strict protection of corporate assets, of University assets, if you will, and that includes maintaining confidentiality of information including confidential deliberations of the board. It also includes protection of the reputation of the University because after all that's one of the University's primary assets. Now, the good news is that perfection is not required. These duties, they expect a very, very high standard from trustees but the law recognizes that the board acting in real-time and in response to real, emerging challenges, will not always make the perfect or even the best decision. You're gonna get it wrong. You're gonna get it wrong sometimes.
And that's why so long as the board acts without conflict, with reasonable, prudent care, and in the interests of the University, you as trustees will not be held liable for failures in decision-making when those decisions are viewed in hindsight. This is a key principle. We want trustees to act decisively, quickly in a crisis. A perfect outcome, while certainly a goal, is not the standard by which you'll be judged in the aftermath.
So with all of this in mind let me share with you what I see as the big-picture goal as you reflect on potential areas for reform and improvement.
Effective boards institutionalize a culture of inquiry, mutual respect and constructive debate that leads to sound and shared decision-making. Let me repeat. A culture of inquiry, mutual respect and constructive debate that leads to sound and shared decision-making.
A lot of this is around boardroom culture, and let me describe a little bit more specifically what I see as the sort of culture to strive for, for an effective board. Certainly mindful of its fiduciary obligations, consensus-oriented where at all possible, and not always driven by majority rule; collegial and diverse but not divisive, conflict-avoiding and disclosing to the extent possible, in other words, committed to handling conflicts appropriately; curious and engaged. But at the same time respectful of role limits, the very important phrase, NIFO, nose in, fingers out, you delegate authority, you monitor to see that that authority is carried out well but you don't get in the way of those to whom you have delegated authority. Strategic thinking and not administering. You have delegated administrative tasks. Your role is above that, higher than that, it's meant to be future-focused, strategic, thinking about issues around controls, certainly, and risks, and the systems that are in place to control for risks, but letting the administration do its work.
This future-focused and not historic-looking. History guides us, we need to be aware of history, but the board in guiding the University has to be focused on the future. That's what you are guiding the University for. You need to be anticipatory and not reactive. You need to be spending your time thinking about what happens next, not just looking in a rearview mirror. You need to be revitalizing and not entrenched. You need to think about planned turnover, you need to think about, again, what are the qualifications and skill sets this board needs for the future to where the University is going and that means really paying attention to thoughtful turnover, thoughtful recruitment, board succession planning in addition to administrative succession planning. It's very important for any kind of entity and certainly for a large University such as this.
And finally diverse and inclusive. And again, I can't emphasize enough the value that comes from having the opportunity to debate a variety of viewpoints and be committed to using that debate to come to a better understanding and hopefully a better decision. So with that said, I look forward to working with each of you. I've enjoyed the time we've had to spend together so far. I'm looking forward to many, many more conversations and I really appreciate all the time you've given me in helping me to understand or start to understand, I don't pretend I'm anywhere significantly up on that learning curve yet. This is very much a work in progress for me just a couple weeks in. But I do look forward to working with you. I hope that I can be of some help to you collectively as you consider potential reforms. I view my role very much as one of facilitation to assist relevant views to be heard in a way that focuses the discussion in a positive direction.
So thank you. I'm looking forward to our discussion this afternoon.