The tragic wounding of Penn State and its reputation by the actions of a former leader under indictment will take a good deal of time and effort to heal – the scar will be lasting.
But however one might characterize the actions of the Penn State Board of Trustees over the last week to dismiss key leaders, establish an investigatory committee, and perhaps manage other university affairs at ground level, there is an important unanswered question: what actions does the Board of Trustees intend to take to correct its own fundamental failure in its governance role?
In its statement of 8 November 2011 the Board of Trustees expressed its “outrage by the horrifying details” of the Grand Jury Report, and that outrage is certainly justified.
The announcement (full text below) included a commitment to take “swift, decisive action” in the matter, including formation of a Special Committee – led by Board members – to investigate the matter.
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Statement by The Pennsylvania State University Board of Trustees
Tuesday, November 8, 2011
The Board of Trustees of The Pennsylvania State University is outraged by the horrifying details contained in the Grand Jury Report. As parents, alumni and members of the Penn State Community, our hearts go out to all of those impacted by these terrible events, especially the tragedies involving children and their families. We cannot begin to express the combination of sorrow and anger that we feel about the allegations surrounding Jerry Sandusky. We hear those of you who feel betrayed and we want to assure all of you that the Board will take swift, decisive action.
At its regular meeting on Friday, November 11, 2011, the Board will appoint a Special Committee, members of which are currently being identified, to undertake a full and complete investigation of the circumstances that gave rise to the Grand Jury Report. This Special Committee will be commissioned to determine what failures occurred, who is responsible and what measures are necessary to insure that this never happens at our University again and that those responsible are held fully accountable. The Special Committee will have whatever resources are necessary to thoroughly fulfill its charge, including independent counsel and investigative teams, and there will be no restrictions placed on its scope or activities. Upon the completion of this investigation, a complete report will be presented at a future public session of the Board of Trustees.
Penn State has always strived for honesty, integrity and the highest moral standards in all of its programs. We will not tolerate any violation of these principles. We educate over 95,000 students every year and we take this responsibility very seriously. We are dedicated to protecting those who are placed in our care. We promise you that we are committed to restoring public trust in the University. http://live.psu.edu/story/56285
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Our observation is that the firings, formation of a Special Committee and other actions announced to date have not included any suggestion about a review and reform of governance practices, structures and controls that allowed this tragedy to occur, and what changes in the leadership of the Board of Trustees are required to move the university forward.
The Penn State Board’s role is clear and publicly stated on its website:
The Board of Trustees of The Pennsylvania State University is the corporate body established by the charter with complete responsibility for the government and welfare of the University and all the interests pertaining thereto including students, faculty, staff and alumni. (See Standing Order VIII of the Charter, Bylaws and Standing Orders for additional information on Governance of the University.)
The fuller language around delegation of operating authority to the university president and officers is not unusual. But clearly, and quite appropriately, the language continues:
“..This delegation of authority requires that the Board rely on the judgment and decisions of those who operate under its authority. However, this reliance of the Board must be based upon its continuing awareness of the operations of the University. Therefore, the Board shall receive and consider thorough and forthright reports on the affairs of the University by the President or those designated by the President. It has a continuing obligation to require information or answers on any University matter with which it is concerned.
The Standing Order document (noted above) amplifies the Board’s “final responsibility”:
ORDER VIII. Rules and Regulations for the Conduct of Public Meetings of the Board of Trustees, its Standing Committees and its Special Committees
(g) Final Responsibility of the Board. The Board of Trustees is the final repository of all legal responsibility and authority to govern the University, under the Corporation Code of Pennsylvania. It can delegate but it cannot abandon this responsibility and authority. The Board has the responsibility and duty to direct all organizations and persons participating in governing the University, whether such participation be in the establishment of policies, rules, and regulations, or in the administration of such policies, rules, and regulations…
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In short, the Board has a continuing and fundamental obligation to require information or answers on any University matter with which it is concerned, and take responsible action on that information.
Obviously, the Penn State Board of Trustees failed to assure that its governance processes, structures and controls surfaced this incredibly damaging information to allow it to take action.
It has a public responsibility to take “swift, decisive action” in reviewing and reforming those processes, structures and performance, assuring that outside Trustees have a leading role in such reviews, and appropriate external expertise is brought to bear on the process.
This will likely include changes in Board of Trustees composition and certainly its leadership.
We noted with interest that the difficult actions approved by the board and announced late in the week were made by Vice Chair of Board, John B. Surma, an outside trustee and Chairman and Chief Executive Officer, United States Steel Corporation.
There may have been good reasons for this, but at least one might have been that Steve Garbin, Board Chair, is a former officer of Penn State and is listed with the title Senior Vice President for Finance and Operations/Treasurer Emeritus, The Pennsylvania State University.
Mr. Garbin’s bio (text bolding added) notes that “Mr. Garban’s 33-year career at the University saw him rise to increasingly responsible positions. He was an officer the last 22 years of his career, 10 as controller and 12 as Senior Vice President/Treasurer, oversaw Penn State’s nationally recognized athletic program, and its entrance into the Big Ten…”
This extraordinary history of contribution to Penn State no doubt laid the foundation for his current leadership of the Board and is to be applauded.
But given the nature of the current scandal, and his former oversight as an officer for the very program involved, can he lead the board to reform itself? Can Mr. Garbin do less than resign as Chair of the Penn State Board of Trustees?
In short, Penn State has much healing ahead. But that healing must be grounded and led by a Board of Trustees that has accepted a “Heal Thyself” imperative.
David R. Curry
12 November 2011
