Editor’s note: This is the second article of a three-part series focusing on the extent of transparency surrounding the Duke’s Board of Trustees. Monday's article took a look at the Board’s decision under former President Terry Sanford to open Board meetings. Thursday, The Chronicle details recent developments, including the outlook for access moving forward.
Duke receives millions of dollars in federal funding and hires more people than all but one other private organization in North Carolina, but a small group of leaders decide how transparent the University should be.
When Duke’s Board of Trustees considers major strategic decisions—such as building a campus in China or launching a capital campaign—it can debate plans without necessarily consulting everyone who would be affected. Boards at Duke’s peer institutions also typically meet privately to protect their respective competitive advantages.
At Duke, this was not always the case. In the early 1970s under then-President Terry Sanford, the Trustees opened the boardroom doors to include Duke community leaders and members of the media in order to increase stakeholders’ involvement in Board affairs.
But by the time President Richard Brodhead arrived at Duke in 2004, only a single session of the Board’s meetings remained open to outsiders, and it was little more than ceremony. When the Board meets at the end of this month, Duke will announce the Trustees’ actions but only the president and Board chair are authorized to speak on behalf of the Board.
“At this point, that’s pretty much where we’re going to be,” said Board Chair Richard Wagoner, Trinity ’75, in a recent interview. “If somebody else has other ideas, people would be open to listen to them, but we’ve done a little benchmarking with other institutions, and I guess we concluded we’re on, we say, the more open side.”
In the early years of Brodhead’s presidency, the press could attend the Trustees’ Friday afternoon session, at which administrators and campus leaders read reports aloud and the Board approved agenda items that did not require discussion, such as the minutes of their last meeting. The Board did not discuss strategy in front of the media. In fact, if any Trustee wished to debate an agenda item scheduled for the session, it was moved to the private portion of the meeting.
If the Friday meeting was a nod to the precedent of transparency set by Sanford, it was only a gesture.
“You were getting the illusion [of transparency],” said Brodhead, who called the session “a relic of a good intention.” “You were getting something that was designed for public release.”
In 2008, following a governance review launched by former Board Chair Robert Steel, Trinity ’73 and Trustee emeritus, the Trustees decided to make the president and Board chair available for interviews but closed all meetings.
The case for closed
With the 2008 decision, the Trustees had decided there were too many people in the room.
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Duke’s Board has 37 members including the president, and the Trustees felt that including outsiders—like faculty, students and the media—complicated proceedings, Executive Vice President Tallman Trask said in a recent interview. The Board’s decision did not target the media but limited discussions to those participants directly relevant, he added.
“There was an attempt to say these people are serving on their own dime, we’re not compensating them, they’re busy people... and we have to orchestrate the meeting so that they have time to speak if they want to and that they can speak openly and freely,” said Trask, who is not a member of the Board, but works closely with the Trustees.
The Board made a number of procedural changes to increase efficiency. More reports began to be circulated in advance and Trustees also started relying more heavily on smaller standing committees to explore issues in depth, Vice President and University Secretary Richard Riddell noted, allowing the entire Board to pass between 10 and 15 items without further review at the beginning of their meeting. All Trustees still have the ability to call for more discussion, he added.
Brodhead said the Steel’s review led the Trustees to eliminate public interaction that was more staged than helpful.
“We’d prepare a presentation for the deliberative session of the board... and then we would have another for the open session of the board,” Brodhead said. “If you think there was greater transparency at that point, there really wasn’t.”
Faculty and students are still represented on the Board’s committees, Brodhead added. The Trustees have nine standing committees and establish others as needed. The facilities and environment committee, for example, has two undergraduates, two representatives from the graduate and professional schools and two faculty members. Like all affairs of the Board, however, the conversations in committee meetings are strictly confidential.
‘Openness and transparency’
It is unclear what the general consensus on the Board is regarding transparency. Several Trustees contacted for this story either deferred comment to Wagoner or did not respond to interview requests.
One point of debate is whether the Board needs privacy to strengthen its deliberations. Brodhead said no one has the intention of “keeping a cloak of secrecy” over the Trustees but the threat of a reporter quoting any remark made in a meeting could discourage Trustees from voicing potential ideas.
Trustee Janet Hill—mother of former Duke basketball star Grant Hill, Trinity ’94—said she is not opposed to conducting Board meetings with the media present. Hill has served as a Trustee at the College of William and Mary and Wellesley College, her alma mater, and has been a member of a number of corporate boards including those of Sprint Nextel, Inc. and the Wendy’s/Arby’s Group.
“If I disagree with the Trustee sitting next to me, I don’t have any problem doing that in public,” Hill said in an interview this week. “There may be others that do, but I don’t personally.”
Hill noted that since the decision was made to entirely close Board meetings, about half of the Trustees have been replaced. She said those who have joined the Board since the change likely assume this is the way business has always been done at Duke.
Without open meetings, however, it is unclear what the Board spends most of its time discussing. Many of the actions announced in Duke’s press releases have been discussed in so many previous meetings that their passing is little more than a formality. Indeed, several administrators conceded, the press releases detailing the actions of the Trustees are often written before the meetings even take place. The Board releases meeting summaries listing topics of discussion, but details are only available if the president or Board chair wish to reveal them.
Journalist Judy Woodruff, Woman’s College ’68 and a Trustee until 1997, said she remembers the question of media access being raised periodically, especially in the 1990s when new Board members were more disposed to openness. Woodruff, now a Trustee emerita, said she thinks it is unrealistic that all Board meetings be open because this would drive more discussion into private talks between official meetings. Generally, though, Woodruff said it is her “strong view”—after covering politics, universities and businesses for four decades—that the more forthright an organization can be with the public and the media, the better off it will be in the long term.
“Clearly there are exceptions,” Woodruff said. “There are aspects of work that couldn’t be shared or shouldn’t be shared... but in general, I’m disposed to greater openness and transparency.”