PRINT VERSION Board of Regents Committee Assignments List (PDF, 1 page)
	Background
	Executive Committee
	Audit and Review Committee
	Compensation and Human Resources Committee
	Facilities Revitalization Committee
	Finance and Investment Committee
	Governance and Nominating Committee
	ad hoc Search Committee
	Other Standing or Special Committees

The Regents rely on a number of their own committees, as well as the Secretary, his staff, and consultants, in the conduct of their business. For instance, there is established by law an Executive Committee, which regularly sets the agenda for each of the meetings of the Board and which is empowered to act on behalf of the Board when the Board is not in session. Other standing committees include:

• Audit and Review
• Finance and Investment
• Governance and Nominating
• Compensation and Human Resources
• Facilities Revitalization
• ad hoc Search

With the exception of the Executive Committee, to which three members of the Board are elected in accordance with the statute, membership on the Regents' standing committees may include experts who are not members of the Board but who give graciously of their time and expertise without compensation. Each of the committees reports to the Board regularly on the conduct of its activities.

Much of the Regents' work is carried out by its committees. The committees usually meet at times between Regents' meetings and prepare reports to the Board on their findings, actions, and recommendations. Where authorized by the Regents' Bylaws, committees rely on management for staff assistance, include non-Regents as members, and may contract for services of consultants. Committees often rely on electronic communications as a means of including as many members as possible in their deliberations. Membership on most committees is recommended by the committee chairmen, endorsed by the Nominating Committee, and effected by appointment from the Chancellor with the approval of the Regents. Members of the Executive Committee and the Chancellor are nominated by the Nominating Committee and elected by the Board.

The authority and purposes of the committees are grounded in statute (Title 20 of the United States Code), the Bylaws of the Board of Regents, and resolutions of the Board. The following is an overview of the committees, their activities, and membership. Non-Regent members of a committee are noted by an asterisk (*).

The Executive Committee is the only committee of the Board which was established in the original Charter Provisions of the Smithsonian in 1846: "The board shall . . . elect three of their own body as an executive committee . . . ."

The Bylaws of the Board of Regents state further that,

The Executive Committee shall have and may exercise all powers of the Board of Regents when the Board of Regents is not in session, except those expressly reserved to itself by the Board of Regents, provided that all such proceedings shall be reported to the Board of Regents when next the Board meets.

In practice, the Secretary and his Executive Assistant stay in close touch with the Executive Committee, and particularly its Chair, for assistance in resolving various issues as they develop. Occasionally the Board of Regents delegates responsibility to the Committee, or its Chair, to authorize certain actions by the Secretary.

The Committee meets regularly to determine the agenda for the meetings of the Board, usually about a week or ten days prior to each regularly scheduled business meeting of the Board of Regents. The Committee also schedules another meeting with the Secretary between each of the business meetings of the Board; typically, these meetings are informal and have no stated agenda.

Membership on the Executive Committee is open to any member of the Board but is limited to three who are elected by the Board. The Bylaws require that at least two of the members shall be citizen Regents. Current membership is as follows:

• Roger Sant, Chair
• Alan G. Spoon
• Patty Stonesifer

Additional Executive Committee Charter Information

Established under the Bylaws of the Board of Regents, the Audit and Review Committee is to consist of no fewer than three members of the Board. Appointed to the committee by the Chancellor with the approval of the Board, membership on this committee must include three Regents and may include any number of non-Regent experts. As stated in the Bylaws,

The audit and review committee shall do all things necessary to assure the Board that the Institution's accounting systems and internal financial controls are in good order and to facilitate communication between the Board of Regents and the Institution's internal auditors, its independent auditors, and those of the General Accounting Office. The audit and review committee shall provide a direct channel of communication between the Board of Regents and the Institution's independent auditors who shall be certified public accountants nominated by the committee and appointed by the Board of Regents. The audit and review committee shall review the Institution's operations for compliance with approved programs and policies and shall perform related functions as directed by the Board of Regents.

To carry out these functions, the Committee is authorized to employ outside professional assistance.

The Committee meets regularly between each of the Regents' meetings and presents its reports to the Regents in subsequent Regents' agendas. These meetings are usually attended by the Secretary, the Chief Financial Officer, the Treasurer, the Inspector General, the General Counsel, other appropriate Smithsonian offices, and representatives of the independent auditors.

• Phillip Frost, Chair
• Robert P. Kogod
• Roger W. Sant
• Patricia Q. Stonesifer
• Don Chapin*

*Non-Regent

Additional Audit and Review Committee Charter Information

Established under Section 4.04 of the Bylaws and by vote of the Board of Regents on January 6, 2003, the Compensation and Human Resources Committee consists of five members (two of whom shall be members of the Executive Committee) and is charged with responsibility for considering annually (1) the Smithsonian's compensation philosophy, policies, and procedures as well as its determinations on reasonable compensation for the Secretary and executive staff of the Institution and (2) the state of human resources management at the Smithsonian and examining with management significant developments in such areas as staff relations, organization structure, management depth, diversity, and employee training.

Membership on the Compensation and Human Resources Committee currently consists of:

• Patricia Q. Stonesifer, Chair
• Senator Thad Cochran
• Roger W. Sant
• Alan G. Spoon

Additional Compensation and Human Resources Committee Charter Information

As provided under Section 4.04 of the Bylaws, the Facilities Revitalization Committee was established as a standing committee by vote of the Board of Regents on November 19, 2007. Its members are appointed by the Chancellor with the Board's approval and must include at least three Regents. The Committee meets at least three times per year to assist the Board of Regents in (1) providing leadership and oversight for the revitalization and maintenance of the Smithsonian's physical plant and (2) engaging the Congress and other stakeholders to address on a continuing basis the Smithsonian's facilities capital needs.

Membership on the Facilities Revitalization Committee currently consists of:

• Robert Kogod, Chair
• Senator Thad Cochran
• Senator Patrick Leahy
• Representative Xavier Becerra
• Representative Sam Johnson
• Roger Sant

Additional Facilities Revitalization Committee Charter Information

Established under the Bylaws of the Board of Regents, the Finance and Investment Committee is to consist of no fewer than four Regents and is responsible for "oversight of the Institution's annual budgets, long-range financial planning, investment program and strategies, and shall perform such related functions as may be assigned to it by the Board of Regents."

The Committee usually meets at least twice a year and, with the assistance of the Smithsonian's Chief Financial Officer and the Institution's Treasurer, reports on its findings, conclusions and recommendations and on the status of the Institution's endowment at each of the regularly scheduled meetings of the Board of Regents.

Appointment of members to this Committee is made by the Chancellor with the approval of the Board of Regents. Members of the Committee are:

• Eli Broad, Chair
• Senator Patrick Leahy
• Representative Sam Johnson
• Phillip Frost
• Shirley Ann Jackson
• Alan Spoon
• Hacker Caldwell*
• David Silfen*

Members of the Investment Subcommittee are:

• David Silfen*, Chair
• Eli Broad
• Roger Sant
• Alan Spoon
• Afsaneh Beschloss*
• Hacker Caldwell*
• J. Tomilson Hill III*

*Non-Regent

Additional Finance and Investement Committee Charter Information

As provided in the Bylaws of the Board of Regents, the Governance and Nominating Committee, consisting of at least three members of the Board (one of whom must be a member of the Executive Committee), is appointed by the Chancellor with the Regents' approval. The Bylaws stipulate,

The committee shall be responsible for recommending candidates for service as citizen members of the Board, for nominating candidates for election as Chancellor or members of the Executive Committee, and for such other nominations as may be required by the Board from time to time.

At the request of the Board of Regents, this Committee also proposes annually the membership and chairmanship of the Regents' committees. As with other committees, "The nominating committee may call upon the Institution's staff for assistance and may seek outside consultation or professional assistance in the performance of its duties."

The committee will also review all governance practices at the Smithsonian and conduct a review of comparable institutions' best practices. A plan for best practices for governance of the Smithsonian Institution will be submitted to the full board

Membership on the Governance and Nominating Committee currently consists of:

• Shirley Ann Jackson, Chair
• Representative Doris Matsui
• Robert Kogod
• Patty Stonesifer
• Diana Aviv*

*Non-Regent

Additional Governance and Nominating Committee Charter Information

Appointed members of this Committee are:

• Alan Spoon, Chair
• Jeff Minear (for Chief Justice)
• Senator Patrick Leahy
• Representative Xavier Becerra
• Roger Sant
• Hacker Caldwell*
• Anne d'Harnoncourt*
• Walter Massey*
• Irwin Shapiro*
• Maxine Singer*

*Non-Regent

As provided in Section 4.04 of the Bylaws, the Board of Regents occasionally appoints other standing or special committees. In recent years, for instance, these have included Search Committees for the new Secretary and ad hoc Committees on Business, on Facilities, on Museum Admissions, on Donations and Executive Compensation.