The Smithsonian's Board of Regents today adopted a new set of governing practices to strengthen the board's oversight and ensure its members are active partners in setting the Institution's direction. The new and updated policies, which are based on nonprofit sector best practices, directly address recent criticisms of oversight weaknesses by improving the management, governance and transparency of the Institution.

The policies make several changes to the Board of Regents itself, creating a board chair who is separate from the chancellor; changing leadership of all the board's committees; and requiring a minimum of four full-day board meetings per year.

For employees, there are guidelines to create a unified federal and trust executive compensation system and a new policy that prohibits staff from serving on corporate boards. Other changes include adopting a Smithsonian-wide vacation policy and strengthening direct access to the Regents by the inspector general, general counsel and chief financial officer.

The policies were recommended in a report written by the recently formed Regents' Governance Committee that is chaired by Patty Stonesifer, a Smithsonian Regent who is chief executive officer of the Bill & Melinda Gates Foundation.

"With these policy changes, we have turned the corner toward stronger oversight and greater accountability," Stonesifer said. "We have identified and learned from our mistakes. Now we are focused on the future and committed to governing this world-class Institution in the manner it deserves and the American people expect."

During 12 weeks of extensive discussion and deliberation, the Governance Committee scrutinized the inner workings of the Regents and how they oversee the Smithsonian, with a focus on improving the board's relationship with the Secretary and senior staff. The committee made 25 recommendations for new and updated policies, called "The Blueprint for Better Governance," which the full board adopted today. The committee benefited from the concurrent work of the Independent Review Committee, which was also established by the Regents in March, to provide a completely independent assessment of recent concerns surrounding executive compensation and expenses.

The polices described in the Blueprint are designed to increase the Regents' ability to monitor the Smithsonian's critical operations and hold the senior staff, as well as the Regents themselves, more accountable. The policies also aim to increase transparency throughout the Institution, ensuring access to clear, accurate and timely information about the Smithsonian's operations and the Regents.

"As Smithsonian Regents, we are striving to be leaders in nonprofit governance; we're confident these new and revised practices will help us achieve that goal," said Roger Sant, chairman of the Regents' executive committee. "The Board of Regents fully endorses the Governance Committee's thorough report and all of its recommendations. We also deeply appreciate the outstanding work of the Independent Review Committee in informing our judgment."

As the governing body of the Smithsonian, the Board of Regents sets policies that are carried out by the Institution's chief executive officer, the Secretary. Acting Secretary Cristián Samper will begin implementing the new policies immediately. "I am committed to moving the Institution forward, and these new policies will help me do that by tightening the Institution's accountability and strengthening our credibility with Congress, donors and the American public," Samper said.

As the Governance Committee conducted its review, it identified three major weaknesses in the Regents' oversight:

• The Regents did not routinely receive, nor did they demand, the information necessary for debate and well-reasoned decision-making.
• The Regents lacked the critical relationships necessary to allow key staff to bring forward concerns or highlight certain issues.
• Red flags were not raised for a variety of reasons, which crippled the Regents' ability to provide critical oversight. The Regents did not adequately question what they were told by Smithsonian managers.

The report describes three basic principles for the Institution:

1. All individuals—Regents, staff, fellows, researchers, interns and volunteers—are expected to conduct their activities to the highest professional standards…and their actions may not adversely impact the integrity of the Institution.
2. There will be increased transparency in dealings with the public, Congress and other stakeholders.
3. All activities will reflect the Smithsonian's status as a public trust operating on behalf of the American people.

The new and updated governing policies include the following:

• Compensation for the Secretary and executives will follow the best practices of the nonprofit sector. Particular focus will be directed to aligning senior federal and trust employees under a unified compensation philosophy. It will also provide for the flexibility identified by the Independent Review Committee to allow limited deviations from any unified compensation structure in order to attract highly qualified individuals for key positions.
• The chief financial officer and general counsel will have direct access to the Regents. According to the report, "The General Counsel shall have the right and obligation to bring directly to the board … any information on legal or compliance matters that he determines should be brought to their attention."
• Smithsonian Business Ventures will follow established Smithsonian guidelines in such areas as compensation and human resources, contracting, travel and accounting. Exemptions to general policies must be approved by the Secretary and the Regents.
• The Smithsonian will establish an official policy that is in keeping with the principles of the Freedom of Information Act. Although the Institution is not an executive branch agency and therefore is not covered by FOIA, it has been guided by the Act's principles. However, there has not been a clear policy statement for the Smithsonian on this matter.

The Governance Committee's work will not end with the recommendations adopted today. The committee will continue to identify areas needing improvement and present its findings to the full board.

In concluding its report, the committee noted, "Good governance is a continuing process of rigorous re-examination and renewal. The Governance Committee looks forward to this challenge."

Members of the Governance Committee are Regents Patty Stonesifer, Robert Kogod and Rep. Doris Matsui (D-Calif.). Other members are Walter Massey, a former Regent pending reappointment; and Diana Aviv, president and chief executive officer of Independent Sector, a national leadership forum.

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Note to Editors: A copy of the Governance Committee report will be available in the Smithsonian’s Press Room at http://newsdesk.si.edu.