Our world-class university deserves world-class governance. The events surrounding the Jerry Sandusky crisis revealed deficiencies in Penn State’s governance. Pennsylvania’s auditor general wrote an independent report in 2012 detailing problems in the operations and structures of the board, and made recommendations for improvements. Some important recommendations have yet to be implemented, despite several rounds of changes to the board bylaws.
At the heart of good governance is informed, engaged trusteeship. In the wake of the Sandusky crisis, PSU board leaders and administrators promised increased transparency. This is what we pursue — the right and the responsibility of trustees to access complete information to form good judgments about decisions facing the university. We did not want to sue the University we are sworn to protect and serve, and were greatly distressed at finding ourselves with this one last option available to compel access to corporate information that has been concealed from us for too long. Pennsylvania law guarantees trustees the right of access and sets forth the exact procedure we followed to obtain the records.
Our recent lawsuit, aimed to secure access to the information used to select five new trustees for the board, was anything but frivolous. We made several good faith efforts to request the information —materials used by trustees on the selection committees — through internal channels. Board leaders offered only partial information, and rejected our requests for the full set of records even though we agreed to keep the information confidential pursuant to the same terms applicable to all trustees. They also rejected our request for the opportunity to discuss, as a full board, and in confidence, the priorities that drove the recommendations of the selection committees. It was not until our suit was filed that the full board was provided with all the records that were previously held by the small group of trustees on the selection committees.
It is disheartening that we needed to take this route to discharge our most basic fiduciary duty — to make informed decisions on behalf of the University. Longstanding practice on our board has been for a selection committee to operate in secrecy when choosing the business and industry trustees. This practice has now been applied to the selection of At-Large trustees. Let us be clear — we have always been willing to respect the confidentiality of board materials. But when one group of trustees keeps information from another group of trustees, and calls it “confidentiality” — that is dysfunction, and it violates the law regarding the governance of nonprofit organizations.
We are guided in our thinking by national experts in higher education governance. Anne Neal, president of the American Council of Trustees and Alumni, recently said, “The clear message is that trustees bear final legal responsibility for their institutions, and they must have the information they need and the last word in safeguarding the quality and core values of American higher education.”
We recognize that, as a minority on this board, elected on the basis of pledges to improve governance practices, we are an unwelcome threat to the status quo. However, we are obligated to follow our principles, even if it makes us and our colleagues uncomfortable. It would be easier to continue with business as usual. But our beloved Penn State deserves better, and we are committed to bringing transparency and positive change into our boardroom.