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Governance Consultant Reminds Penn State Board of Trustees Members of their Duties

by on January 16, 2014 3:35 PM

During a special meeting Thursday with the Penn State Board of Trustees, a newly appointed governance consultant reminded members of their duties and suggested goals as she begins her work with the board.

In November, the governance and long-range planning committee recommended and the full board hired Holly Gregory of Sidley Austin LLP, a law firm based in New York City.

The move was the result of criticism and suggestions to improve board operations in the wake of the Jerry Sandusky child abuse scandal and subsequent criminal allegations against former Penn State administrators.

"I believe governance is a work in progress, it's about continuous improvement. It never really ends, you never say 'we're done, we're set,'" says Gregory. "The reality is that the buck stops with the board ... You've made changes ... but there are a number of areas where observers have called for change, we have to listen."

Gregory reminded the board that they are volunteers with fiduciary governance. She says trustees only have obligations to the university, not to groups who helped put them on the board.

"You've agreed to put the interests of Penn State above your own interests," she says.

Gregory acknowledged there will be disagreements among trustees through the process. However, she says all members need to support the final decisions of the board.

"We want to value discussion and debate and differing views and come to a best decision. ... All trustees need to be committed to supporting the decision of the majority," she says.

Gregory also says the board needs to feature the right mixture of skills and experiences to address the needs and challenges of the university. "That's why it needs to change overtime," she says.

Specifically, she says trustees need to understand their roles and actively engage in those roles, take time to understand the complex issues facing the university, and conduct meetings that focus on the right issues and therefore be more effective and efficient. She says trustees also need to build relationships with administrators and faculty.

Gregory also reminded trustees of their three duties:

Duty to Obedience – Trustees are obligated to focus on furthering the university's overall purpose as previously outlined and established by the university and law.

Duty to Care – Gregory says "caring" means showing up and spending time and attention on issues, paying attention at meetings, participating in orientations and workshops, and acting on an informed basis. She says that includes reporting and investigating "red flags" or a series of "yellow flags."

Duty of Loyalty – Gregory says trustees need to act in best interest of Penn State, not you're their own. She says this also includes strict protection of corporate assets, maintaining confidentiality, protection of the reputation of the university, "one of the university's primary assets."

Keith Eckel, trustee and chair of the governance committee, organized the full board meeting with Gregory for Thursday afternoon. Part of that session was open to the public, during which Eckel and Gregory addressed the board.

"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," Eckel says. "We've already made considerable and numerous changes in the past two years. But there is also a general consensus that more needs to be done."

Eckel says Gregory's work will help unify the board.

"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," says Eckel. "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."

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Jennifer Miller is a reporter for She has worked in journalism since 2005. She's covered news at the local, state and national level with an emphasis on crime and local government.
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