It has become clear that Board of Trustees of the University of Louisville is not always fully briefed about important matters. Most recently, it was reported, without denial or rebuttal by the University, that the administration withheld the non-public results of a recent external review of the University’s financial accounting system even when requested by board members. At least one Board member requested that he be permitted to resign in protest over the withholding of information and failure to allow meaningful Board discussion of important University issues. Following the controversy related to the recent departures of high-ranking University officials, I became one of many asking the UofL Board to step up to the plate. Apparently that was happening already!
The University has made public the agenda for [its December 18th] Board Executive Committee meeting. It contains extensive information related to the 2015 Grawemeyer Awards, and to the Endowment Match (Bucks for Brains) Program. Attached to the end of the 134 page agenda is a two-page Draft presented for discussion. It is otherwise unlabeled and undated. It is, however, a blockbuster of a document! I must assume from its content that board members themselves prepared it.
The document refers to the statutory powers of the UofL Board of Trustees specifically granted under KRS 164.830 including the following powers/responsibilities:
• Requirement of reports from the president, officers, faculty, and employees as it deems necessary and proper from time to time.The memo is written in a supportive manner as a series of requests, but there is no question of an underlying frustration implying that the Board is being impeded from doing its job. As I read the “requests,” I am stunned that they would even have to be made at all. Some are general including:
• Officers and officials shall be held accountable for the status of the institution’s progress.
• Suspension or removal of the president, officers, faculty, agents, or other personnel that it is authorized to appoint…
• Allowing the board to decide who other than the President should be permitted to attend executive sessions of the board.Some of the requests are specific highlighting areas of public controversy including:
• A change in orientation of Board meetings from “ritual and ceremony” to the “business of the university, discussion and debate.”
• An annual outside review of board duties and fiduciary responsibility.
• Discussion of “university conflict of interest policy and full disclosure of all administration and board real and potential conflicts.”
• Informing board members of sensitive university issues well before they are reported publicly.
• Review of medical school probation issues.
• Complete recent audit with full report of findings and remedies.
• Review authority with recommendations on the university board with governance power over the KentuckyOne Joint Operating agreement.
• Review and benchmark our current legal department staffing and structure.
• Full involvement by subcommittee of the trustees in CFO and general counsel recruiting / hiring process. [Did that not happen?]
• Establish goal to become Phi Beta Kappa eligible with timetable and
It seems clear that at least some Board members feel they are provided with insufficient information about the workings of the University to exercise their fiduciary responsibility. I sense that some members feel that the University administration is intentionally working around them. I suspect that all the requests are well based in fact, but even if there are differences of opinion, it is imperative that the full Board take up this discussion. No board member should have to beg for tidbits of information! It is the Board that has ultimate legal responsibility for the University, not its Administration.
The matter is now on the table. It is possible that the current University administration or long-term entrenched interests on the Board will want to sweep this business under the rug as so often seems to happen. This would be a fatal blow to the concept of University accountability to its community.
Nonetheless, I am hopeful to see this discussion begin. The community should demand it continues!
Peter Hasselbacher, MD
Emeritus Professor of Medicine, UofL
Dec 17, 2014