Board of Trustees changes committee structure

HERSHEY, Pa. -- Penn State's Board of Trustees voted Friday (March 16) to amend its bylaws and standing orders to reflect changes in its committee structure. The changes are a result of a review of the board’s governance structure, focused on determining whether changes could improve oversight of the University and accessibility to the board.

"This new structure will enable us to better develop a long-range strategy for the University, in addition to addressing current needs," said board Chairman Karen Peetz. "The changes also build in flexibility, enabling the committees to seek consultation from constituent groups as appropriate in the exercise of their responsibilities."

The changes replace the three standing committees on educational policy, campus environment, and finance and physical plant with five new committees that more closely align with University operations. According to the board's bylaws and standing orders, the standing committees are designed to "facilitate consideration of the business and management of the corporation and of the University." In that function, the committees are charged with the supervision of the subject matters related to their titles, and to make recommendations as appropriate to the full board on potential actions related to those topics.

The new standing committees and their functions are:

-- Committee on Academic Affairs and Student Life. This committee will consider and report on recommendations to the board issues involving faculty, instruction, research, continuing education and all phases of student life.

-- Committee on Finance, Business and Capital Planning. This committee will focus on matters related to finance, business, budgets, human resources, investments, contracts, grants, fees, room and board charges, and the long-range financial planning and development of the University, as well as related matters. This committee also has responsibility for issues pertaining to the University's capital plan, as well as the long-range comprehensive physical plant and infrastructure development at each campus.

This committee will have three subcommittees. The subcommittee on architect/engineer selection will hold responsibility for selection of executive architects for major capital projects. The subcommittee on finance will be responsible for reviewing materials related to the University's financial matters, including the operating and capital budgets. The human resources subcommittee will be responsible for reviewing policies and procedures concerning the recruitment, retention and training of employees, as well as diversity and inclusion. It also will be responsible for reviewing compensation policies and practices.

-- Committee on Governance and Long-Range Planning. This committee will provide counsel and advice to the board concerning the development of strategies, policies and practices that orient, educate, organize, motivate and assess the performance of trustees. It also will oversee any changes to the expectations of membership and code of conduct for all trustees; candidates for election to the board's executive committee; and possible recommendation of emeritus status for retiring trustees. In fulfillment of its long-range planning responsibilities, the committee will participate in the University's strategic planning process.

-- Committee on Audit, Risk, Legal and Compliance. This committee will be responsible for understanding and interpreting the University's financial statements, as well as to review financial trends and the impact of economic events on the University. It will employ strategic planning in the accreditation process and oversee regular audits of financial activities; and ensure adherence to legal and fiduciary responsibilities, limiting the University's exposure to potential liability.

This committee will have two subcommittees. The audit subcommittee will be responsible for reviewing relevant financial oversight matters, and matters pertaining to potential financial, material and reputational risk. The legal subcommittee will be responsible for reviewing matters pertaining to compliance and oversight issues, including litigation strategies.

-- Committee on Outreach, Development and Community Relations. This committee will focus more on the University's internal and external constituents. It will work to educate faculty, staff, students, alumni, government officials and the public about the role and responsibilities of the board; communicate the value of all of Penn State's locations to constituents; and develop communications plans that are consistent with University priorities.

Committees consist of at least six appointed members in addition to ex-officio members. Members will be appointed to one-year terms by the chair of the Board of Trustees after consultation with the president of the University. In addition, the chair of the board, or in her absence, the vice-chair, is an ex-officio member of all standing committees, special committees and subcommittees. The president of the University is an ex-officio member of all standing committees, special committees and subcommittees, except for the subcommittee on audit of the Committee on Audit, Risk, Legal and Compliance. Ex-officio members are counted in determining the presence of a quorum.

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Last Updated March 22, 2012