University of Virginia Library

SPECIAL COMMITTEE ON GOVERNANCE

The Rector asked the Vice Rector, Mr. Farrell, to report on the work of the Special Committee on Governance, appointed after the last Board meeting by Mr. Ackerly, who designated Mr. Farrell as Chair.

Mr. Farrell said the Committee, whose members are Messrs. Crutchfield, Goodwin, Saunders and Vaughan, has held several meetings; other Members of the Board have participated in the Committee’s deliberations. His report, he said, would be preliminary as the Committee has not yet finished its work.

The Committee suggests that Board committees as much as possible hold their working meetings outside the context of Board of Visitors meetings. These meetings could be held on Friday mornings, concurrently if necessary. The regular Board meeting would begin after lunch on Friday and continue through Saturday morning. Members and their spouses would still gather informally at Carr’s Hill on Thursday evening, but otherwise the Board would not meet on Thursday.

Mr. Farrell then commented on each of the Board’s standing committees:

Audit – the Audit Committee should become the Audit and Compliance Committee and it should act more like a corporate audit committee. An important part of its expanded functions should be oversight of the University’s compliance with NCAA regulations.

Buildings and Grounds – the current issue of the Board Manual specifies instances of architectural decisions that can be made by the Committee without reference to the full Board. The Special Committee, however, agreed that there are instances where the whole Board should be involved in these decisions; the preliminary conclusion was that the Rector and the Chair of Buildings and Grounds would decide when projects should be referred to the full Board.

Educational Policy – the Special Committee agreed that the Educational Policy Committee should be revitalized. The Committee suggested that the President, the Rector, the Provost, and the Chair of Educational Policy – with perhaps additional comments by Deans – meet to examine the charter of the Committee and suggest how it might be restructured.

External Affairs – the External Affairs Committee should be charged with the planning and execution of the Capital Campaign. Relations between the Board and the various foundations are at present partly overseen by the External Affairs Committee and partly by the Finance Committee; these relationships must be examined further.

Finance and UVIMCO – there is concern about the potential lack of continuity of Board of Visitors Members on the UVIMCO Board. This question needs further study.

Health Affairs – the Special Committee recommends that this committee be abolished as its functions have been assumed by the Educational Policy Committee and by the Medical Center Operating Board. The Chair of the Health Affairs Committee, Dr. Vaughan, concurs in this recommendation.

Student Affairs and Athletics – discussion in the Special Committee focused on the proposal to separate these functions, create a new standing committee, and assign student affairs to one and athletics to the other. After a great deal of discussion, the Special Committee concluded that it did not have enough information to make an intelligent recommendation. It is important that there be an “in depth” look into the oversight of athletics.

Committee on Wise and Executive Committee – the Special Committee saw no need to recommend changes in the functions of these committees.

Special Committee on Diversity – the Special Committee on Governance recommended that the Rector appoint a Special Committee on Diversity to consider a number of these issues and to determine the Board’s specific responsibility in oversight.

Mr. Farrell observed that the Special Committee would continue its work and that perhaps some of the issues it has raised could be discussed at the Board Retreat in July.

The Rector concluded that two recommendations of the Special Committee called for immediate action: the abolition of the Health Affairs Committee and the creation, by him, of a Special Committee on Diversity. After discussion by the Board and noted approvals from Dr. Vaughan – in absentia - , the President and Mr. Sandridge, the Rector entertained a motion to abolish the Health Affairs Committee. The motion was approved.