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Background
The Regents rely on a number of their own committees, as well as the Secretary, his staff, and
consultants, in the conduct of their business. For instance, there is established by law an
Executive Committee, which regularly sets the agenda for each of the meetings of the Board and
which is empowered to act on behalf of the Board when the Board is not in session. Other
standing committees include:
With the exception of the Executive Committee, to which three members of the Board are
elected in accordance with the statute, membership on the Regents' standing committees may
include experts who are not members of the Board but who give graciously of their time and
expertise without compensation. Each of the committees reports to the Board regularly on the
conduct of its activities.
Much of the Regents' work is carried out by its committees. The committees usually meet at
times between Regents' meetings and prepare reports to the Board on their findings, actions, and
recommendations. Where authorized by the Regents' Bylaws, committees rely on management
for staff assistance, include non-Regents as members, and may contract for services of
consultants. Committees often rely on electronic communications as a means of including as
many members as possible in their deliberations. Membership on most committees is
recommended by the committee chairmen, endorsed by the Nominating Committee, and effected
by appointment from the Chancellor with the approval of the Regents. Members of the Executive
Committee and the Chancellor are nominated by the Nominating Committee and elected by the
Board.
The authority and purposes of the committees are grounded in statute (Title 20 of the United
States Code), the Bylaws of the Board of Regents, and resolutions of the Board. The following is
an overview of the committees, their activities, and membership. Non-Regent members of a
committee are noted by an asterisk (*).
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Executive Committee
Executive Committee Charter
The Executive Committee is the only committee of the Board which was established in the
original Charter Provisions of the Smithsonian in 1846: "The board shall . . . elect three of their
own body as an executive committee . . . ."
The Bylaws of the Board of Regents state further that,
The Executive Committee shall have and may exercise all powers of the Board
of Regents when the Board of Regents is not in session, except those expressly
reserved to itself by the Board of Regents, provided that all such proceedings
shall be reported to the Board of Regents when next the Board meets.
In practice, the Secretary and his Executive Assistant stay in close touch with the Executive
Committee, and particularly its Chair, for assistance in resolving various issues as they develop.
Occasionally the Board of Regents delegates responsibility to the Committee, or its Chair, to
authorize certain actions by the Secretary.
The Committee meets regularly to determine the agenda for the meetings of the Board, usually
about a week or ten days prior to each regularly scheduled business meeting of the Board of
Regents. The Committee also schedules another meeting with the Secretary between each of the
business meetings of the Board; typically, these meetings are informal and have no stated
agenda.
Membership on the Executive Committee is open to any member of the Board but is limited to
three who are elected by the Board. The Bylaws require that at least two of the members shall be
citizen Regents. Current membership is as follows:
- Patty Stonesifer, Chair
- Alan Spoon, Vice Chair
- Roger Sant
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Audit and Review Committee
Audit and Review Committee Charter
Established under the Bylaws of the Board of Regents, the Audit and Review Committee is to
consist of no fewer than three members of the Board. Appointed to the committee by the
Chancellor with the approval of the Board, membership on this committee must include three
Regents and may include any number of non-Regent experts. As stated in the Bylaws,
The audit and review committee shall do all things necessary to assure the Board
that the Institution's accounting systems and internal financial controls are in good
order and to facilitate communication between the Board of Regents and the
Institution's internal auditors, its independent auditors, and those of the General
Accounting Office. The audit and review committee shall provide a direct channel
of communication between the Board of Regents and the Institution's independent
auditors who shall be certified public accountants nominated by the committee
and appointed by the Board of Regents. The audit and review committee shall review
the Institution's operations for compliance with approved programs and policies
and shall perform related functions as directed by the Board of Regents.
To carry out these functions, the Committee is authorized to employ outside professional
assistance.
The Committee meets regularly between each of the Regents' meetings and presents its reports to
the Regents in subsequent Regents' agendas. These meetings are usually attended by the
Secretary, the Chief Financial Officer, the Treasurer, the Inspector General, the General Counsel,
other appropriate Smithsonian offices, and representatives of the independent auditors.
- John McCarter, Chair
- Representative Sam Johnson
- Shirley Ann Jackson
- Robert Kogod
- Herb Schulken, Advisor
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Compensation and Human Resources Committee
Compensation and Human Resources Committee Charter
Established under Section 4.04 of the Bylaws and by vote of the Board of Regents on January 6,
2003, the Compensation and Human Resources Committee consists of five members (two of
whom shall be members of the Executive Committee) and is charged with responsibility for
considering annually (1) the Smithsonian's compensation philosophy, policies, and procedures as
well as its determinations on reasonable compensation for the Secretary and executive staff of
the Institution and (2) the state of human resources management at the Smithsonian and
examining with management significant developments in such areas as staff relations,
organization structure, management depth, diversity, and employee training.
Membership on the Compensation and Human Resources Committee currently consists of:
- Roger Sant, Chair
- Senator Thad Cochran
- Representative Xavier Becerra
- John McCarter
- Patty Stonesifer
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Facilities Committee
Committee Charter
As provided under Section 4.04 of the Bylaws, the Facilities Committee was established as a standing committee by vote of the Board of Regents on November 19, 2007. Its members are appointed by the Chancellor with the Board's approval and must include at least three Regents. The Committee meets at least three times per year to assist the Board of Regents in (1) providing leadership and oversight for the revitalization and maintenance of the Smithsonian's physical plant and (2) engaging the Congress and other stakeholders to address on a continuing basis the Smithsonian's facilities capital needs.
Membership on the Facilities Revitalization Committee currently consists of:
- Robert Kogod, Chair
- Senator Patrick Leahy
- Representative Xavier Becerra
- Representative Sam Johnson
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Finance Committee
Committee Charter
Members of the Finance Committee are:
- Eli Broad, Chair
- Senator Thad Cochran
- Robert Kogod
- Roger Sant
- Patty Stonesifer, ex officio
- David Silfen*
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Investment Committee
Committee Charter
Established under the Bylaws of the Board of Regents, the Investment Committee is to consist of no fewer than two Regents and is responsible for “oversight of the Institution’s endowment, strategy and investment guidelines and shall perform such related functions as may be assigned to it by the Board of Regents.”
The Committee usually meets at least three times a year and, with the assistance of the Smithsonian’s Chief Investment Officer, reports on its findings, conclusions and recommendations and on the status of the Institution’s endowment at each of the regularly scheduled meetings of the Board of Regents.
Appointment of members to this Committee is made by the Chancellor with the approval of the Board of Regents. Members of the Committee are:
- David Silfen*, Chair
- Eli Broad
- Roger Sant
- Alan Spoon
- Afsaneh Beschloss*
- J. Tomilson Hill III*
- Hacker Caldwell*
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Governance and Nominating Committee
Committee Charter
Minutes of March 18, 2008 Meeting
Minutes of January 19, 2008 Meeting
As provided in the Bylaws of the Board of Regents, the Governance and Nominating Committee, consisting of at
least three members of the Board (one of whom must be a member of the Executive Committee),
is appointed by the Chancellor with the Regents' approval. The Bylaws stipulate,
The committee shall be responsible for recommending candidates for
service as citizen members of the Board, for nominating candidates for election as
Chancellor or members of the Executive Committee, and for such other nominations
as may be required by the Board from time to time.
At the request of the Board of Regents, this Committee also proposes annually the
membership and chairmanship of the Regents' committees. As with other committees, "The
nominating committee may call upon the Institution's staff for assistance and may seek outside
consultation or professional assistance in the performance of its duties."
The committee will also review all governance practices at the Smithsonian and conduct a
review of comparable institutions' best practices. A plan for best practices for governance
of the Smithsonian Institution will be submitted to the full board
Membership on the Governance and Nominating Committee currently consists of:
- Shirley Ann Jackson, Chair
- Senator Chris Dodd
- Representative Doris Matsui
- Diana Aviv*
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Advancement
Committee Charter
Members of this Committee are:
-
Alan Spoon, Chair
- Phillip Frost
- Robert Kogod
- Patty Stonesifer, ex officio
- Hacker Caldwell*
- Travis Engen*
- Sakurako Fisher*
- David H. Koch*
- Adrienne Bevis Mars*
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Strategic Planning and Program
Committee Charter
Members of this Committee are:
-
Representative Doris Matsui, Chair
- Senator Chris Dodd
- Senator Patrick Leahy
- Phillip Frost
- Shirley Ann Jackson
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Other Standing or Special Committees
As provided in Section 4.04 of the Bylaws, the Board of Regents occasionally appoints other
standing or special committees. In recent years, for instance, these have included Search
Committees for the new Secretary and ad hoc Committees on Business, on Facilities, on
Museum Admissions, on Donations and Executive Compensation.
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*Non-Regent |
