Harvard revamps its Corporation

Expansion, term limits for governors

By Tracy Jan
Globe Staff / December 7, 2010

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Harvard University, which has come under fire in recent years for the shortcomings of its financial oversight, announced yesterday that it plans to expand the size of its governing board for the first time since 1650.

The 374-year-old university will also impose term limits on members of the Harvard Corporation — the governing board responsible for the university’s academic, financial, and physical resources and its fundamental health and progress — in an effort to modernize the management of the nation’s oldest college, bring new expertise to the board, and put its trustees in closer touch with what’s happening throughout the university.

“I think the idea of continually bringing in fresh perspectives and also opening opportunities to a wider range of prospective members is important,’’ Harvard’s president, Drew Faust, said in a written statement. “We have terrific people around us in the wider Harvard community, and no shortage of talent, and this is a chance for the Corporation to take fuller advantage of it.’’

Harvard historians say the changes, to take effect within two or three years, are long overdue and bring Harvard in line with the standards at major research universities. They are the most significant shift to the Corporation since it switched from being composed primarily of clergy to a secular board in the early 19th century, and began choosing trustees from beyond the Boston area in the 1940s, said Morton and Phyllis Keller, authors of “Making Harvard Modern: The Rise of America’s University.’’

“The Corporation has not functioned optimally with its small size,’’ said Phyllis Keller, a former Harvard dean. “This is a very sensible change and definitely a step forward.’’

The seven-member Harvard Corporation — which is made up of the university president, a treasurer, and five fellows — will nearly double, to 13 members including the president. They will serve six-year terms, with the possibility of being extended for up to six more years.

The typical size for a governing board of a private research university is about 35 members, and most universities have term limits, according to Richard Chait, a professor at Harvard’s Graduate School of Education and a national expert on higher education governance.

“The university has had some setbacks that quite properly prompted the Corporation to be a little more self-reflective,’’ said Chait, who advised the university’s governance review committee. “Harvard, like many institutions, recognized that the world is a little more complex these days for research universities than would have been the case a century or two ago.’’

Hanna Holborn Gray, a former Corporation member and the onetime president of the University of Chicago, said the restructuring will broaden the perspective and expertise within Harvard’s governing structure.

“It will enable the right kinds of discussions to move the university forward,’’ said Gray, who has also served on Yale’s governing board. “The Corporation in its initial size is smaller than it needs to be, given the complexity and range of issues that need to be discussed and dealt with at present.’’

The changes come after a yearlong review of the Corporation, which has been criticized by some faculty and alumni for its secrecy and because its concentrated power is wielded by a select group whose members, chosen among themselves, have served for unlimited terms.

“In the past, some people could hang on for a very long time,’’ said Morton Keller. “There have been a few cases of people on the board who just don’t really pull their oar. Now they are trying to make the Corporation a more effective body.’’

Critics last year accused the Corporation, formally known as the President and Fellows of Harvard College, of financial negligence during the economic crisis as the value of university investments plummeted by billions.

Harvard, the world’s wealthiest university, saw its endowment, now worth $27.6 billion, drop by a record 27 percent in the 2009 fiscal year. In addition, it lost $1.8 billion in operating cash. The losses put pressure on Harvard’s ability to borrow and caused the university to halt its expansion plans in Allston, lay off hundreds of employees, and cut some student services.

In an op-ed published in the Globe last December, professors Fred Abernathy and Harry Lewis urged some Corporation members to resign, calling the board a “dangerous anachronism’’ that “failed its most basic fiduciary and moral responsibilities.’’

“It is too small, too closed, and too secretive to be intensely self-critical, as any responsible board must be,’’ the professors wrote.

Yesterday, Lewis praised the university for taking a thorough look at its governance and making the necessary changes to modernize.

“It’s a very dramatic change for a structure that’s been around for more than 300 years,’’ said Lewis, former dean of Harvard College. “I think they are very much to be congratulated.’’

The Corporation meets about a dozen times a year, though the number of meetings is expected to decrease in the future. The university expects to launch a process soon to select new Corporation members, volunteers chosen for their expertise, experience, and achievements.

The university is also governed by a 30-member Board of Overseers — elected by Harvard alumni — who approve certain Corporation actions, such as the hiring of the president, and conduct periodic reviews of the university’s various schools and departments.

In a letter to the Harvard community, Faust said the set of “forward-looking changes’’ would deepen the Corporation’s focus in areas of core fiduciary concern by forming committees related to finances, facilities and capital planning, and governance.

“We will also take steps to keep the university community better informed about the essence of the Corporation’s work,’’ Faust wrote. “We undertake these changes knowing that one of Harvard’s most enduring ideals and essential characteristics is a willingness to adapt and change.’’

Tracy Jan can be reached at