Baylor Board of Regents Adopts Slate of Governance Changes
(A full report on the February board meeting is available here.)
WACO, Texas (Feb. 17, 2017) – The Baylor Board of Regents today adopted new bylaws that will improve University governance by increasing diversity among the Regents, provide voting privileges to a second-term student Regent and give the public a more transparent view of Board operations and decisions.
Chair Ron Murff praised the changes, which were based on recommendations by a special independent Governance Review Task Force, as "serious and significant" steps to ensure that Board policies and procedures reflect best practices.
"Combined with the changes we've already taken, these actions today will make Baylor's governance model one of the most responsive and transparent of any major private university," Murff said.
Gregory D. Brenneman, Executive Chairman of CCMP Capital and Chair of the Governance Review Task Force, said he and his colleagues were gratified by the Board's actions.
"This was an effort that has led to significant reforms for the Baylor Board," said Brenneman, former CEO for major public corporations such as Burger King and Continental Airlines and currently lead independent director for the board of The Home Depot, Inc. "We believe these governance changes will build greater trust and confidence within the Baylor community and in the Board itself."
The Governance Task Force formulated its recommendations after studying Baylor's governing documents and reviewing best-practices literature from such groups as the Association of Governing Boards of Universities and Colleges and the American Bar Association. The task force also interviewed a cross-section of Baylor stakeholders and consulted other institutions that underwent their own governance reviews.
Before today's vote, the Board implemented another major Governance Task Force recommendation by launching a dedicated Regents website (www.baylor.edu/boardofregents). The new website features Board biographies, committee memberships, copies of the University's governing documents, agendas for upcoming meetings and an email address for the public to send comments and suggestions directly to the Board.
Among the other changes the Board of Regents approved this morning:
- Making diversity a stated priority in selecting future Regents. The emphasis will not only be on racial and ethnic diversity, but on bringing in accomplished people of various professional backgrounds from the arts, sciences, technology, communications and higher education.
- Expand the Regent nomination process to include candidates identified and reviewed by a new Selection Task Force, half of whose members will consist of non-regents such as distinguished alumni and friends of the University.
- Strengthen alumni and faculty participation on the Board. The number of faculty regents will increase from one to two, and both will enjoy full voting rights. In addition, voting rights also will be extended to regents from the Baylor Bear Foundation and "B" Association.
- Establish voting privileges for a second-term student regent through a process that provides for a first-term student-regent trustee and a second-term student-regent designee. Full voting rights would be extended to the student-regent designee.
- Complete an internal 360-review of each Regent before he or she can be reappointed to another three-year term.
- Expand the Board's Executive Committee from eight to as many as 15 members, and increase the number of Board committees from five to eight.
- Establish an Annual Regents Fund for the Board to lead the way in general fundraising for the University.
- Create a fulltime position of Secretary to the Board, who will oversee the new website and serve as Board historian.
- Form a group of "Regent Emeriti" consisting of former Board members, and possible extension of voting rights to the chair of the emeriti group.
The Governance Task Force considered but ultimately recommended against having the Board conduct open meetings.
After studying the issue and conferring with leaders at other private universities, the task force concluded in its report to the Board that "open meetings would risk unnecessarily disclosing competitive information and detract from the free and open exchange of views and robust dialogue that are necessary to fulfill the regents’ fiduciary duties. The Task Force also recognized that very few other leading private universities open board meetings to broad attendance. A large majority of those with whom the Task Force held discussions did not advocate for open meetings."
Murff thanked the Governance Task Force for its research and recommendations. "Its work will have a profound impact on broadening the Board's reach to all constituencies and ensuring that everyone's concerns are heard," he said.
In addition to Brenneman, two other non-regents served on the Governance Task Force. They are Baylor alumni Douglas Y. Bech, CEO and owner of Raintree Resorts, and Paul L. Foster, founder and chair of Western Refining, a Fortune 200 company. Foster currently serves on the University of Texas System Board of Regents.
Three Regents served on the task force: Robert E. Beauchamp, chair of BMC Software and a board member of Raytheon Company and other corporate boards; Jerry K. Clements, Chair and Managing Partner of Locke Lord; and Larry P. Heard, President and CEO of Transwestern, a global real estate organization.
ABOUT BAYLOR UNIVERSITY
Baylor University is a private Christian University and a nationally ranked research institution. The University provides a vibrant campus community for more than 16,000 students by blending interdisciplinary research with an international reputation for educational excellence and a faculty commitment to teaching and scholarship. Chartered in 1845 by the Republic of Texas through the efforts of Baptist pioneers, Baylor is the oldest continually operating University in Texas. Located in Waco, Baylor welcomes students from all 50 states and more than 80 countries to study a broad range of degrees among its 12 nationally recognized academic divisions.