MINUTES OF THE JANUARY 25, 2010, MEETING OF THE BOARD OF REGENTS ATTENDANCE This scheduled meeting of the Board of Regents was held on Monday, January 25, 2010, in the Regents’ Room of the Smithsonian Institution Castle. The meeting included morning, afternoon, and executive sessions. Board Chair Patricia Q. Stonesifer called the meeting to order at 8:31 a.m. Also present were: The Chief Justice 1 Sam Johnson 4 John W. McCarter Jr. Christopher J. Dodd Shirley Ann Jackson David M. Rubenstein France Córdova 2 Robert P. Kogod Roger W. Sant Phillip Frost 3 Doris Matsui Alan G. Spoon 1 Paul Neely, Smithsonian National Board Chair David Silfen, Regents’ Investment Committee Chair 2 Vice President Joseph R. Biden, Senators Thad Cochran and Patrick J. Leahy, and Representative Xavier Becerra were unable to attend the meeting. Also present were: G. Wayne Clough, Secretary John Yahner, Speechwriter to the Secretary Patricia L. Bartlett, Chief of Staff to the Jeffrey P. Minear, Counselor to the Chief Justice Secretary T.A. Hawks, Assistant to Senator Cochran Amy Chen, Chief Investment Officer Colin McGinnis, Assistant to Senator Dodd Virginia B. Clark, Director of External Affairs Kevin McDonald, Assistant to Senator Leahy Barbara Feininger, Senior Writer‐Editor for the Melody Gonzales, Assistant to Congressman Office of the Regents Becerra Grace L. Jaeger, Program Officer for the Office David Heil, Assistant to Congressman Johnson of the Regents Julie Eddy, Assistant to Congresswoman Matsui Richard Kurin, Under Secretary for History, Francisco Dallmeier, Head of the National Art, and Culture Zoological Park’s Center for Conservation John K. Lapiana, Chief of Staff to the Regents Education and Sustainability 5 Judith Leonard, General Counsel Vicki A. Funk, Senior Scientist and Curator in Evelyn S. Lieberman, Director of the National Museum of Natural History’s Communications and Public Affairs Department of Botany 5 Alice C. Maroni, Chief Financial Officer Mary Hagedorn, Fish Physiologist and Alison McNally, Under Secretary for Finance Cryobiologist in the National Zoological and Administration Park’s Center for Species Survival 5 Carole M.P. Neves, Director of the Office of Michael A. Lang, Director of the Smithsonian Policy and Analysis Marine Science Network and the Science Tom Ott, President of Smithsonian Enterprises Diving Program 5 Nell Payne, Director of Government Relations Scott Miller, Deputy Under Secretary for Eva J. Pell, Under Secretary for Science Science 5 A. Sprightley Ryan, Inspector General Bruce Dauer, Director of the Office of Planning, Management, and Budget 6 _____________________________________________________ 1 The Chancellor, Chief Justice John G. Roberts Jr., and Mr. Spoon attended the executive and afternoon sessions. 2 Dr. Córdova and Mr. Silfen attended the morning session; Dr. Córdova departed at 11:50 a.m. after voting on resolutions 2010.01.01– 2010.01.03. 3 Dr. Frost departed at 3:15 p.m. after voting on resolutions 2010.01.01–2010.01.14. 4 Representative Johnson arrived at 8:50 a.m. and voted on all resolutions with the exception of resolution 2010.01.01. 5 Drs. Dallmeier, Funk, Hagedorn, and Miller and Mr. Lang participated in the presentation on biodiversity. 6 Mr. Dauer participated in the Finance Committee report. MORNING PLENARY SESSION OPENING REMARKS Board Chair Patricia Q. Stonesifer welcomed the attendees to the first Board of Regents’ meeting of the new decade and noted that the agenda for this meeting of the Board was both full and interesting. Ms. Stonesifer thanked the Regents who had been able to attend the previous evening’s Regents emeriti dinner, which also was attended by senior staff and numerous members of the Institution’s scientific leadership. She said that the emeriti members of the Board, an important stakeholder group with a demonstrated commitment to the Smithsonian, had been very appreciative of the opportunity to reengage with the Smithsonian, meet the current members of the Board, and have the opportunity to be informed about the strategic plan. She noted that similar dinners would be held every few years. Ms. Stonesifer welcomed Under Secretary for Science Eva Pell, who began her appointment earlier in the month. She noted that Dr. Pell would participate in two presentations to the Board during this meeting. REPORT OF THE BOARD AND EXECUTIVE COMMITTEE CHAIR Ms. Stonesifer, Chair of the Executive Committee, reported that the Executive Committee had met twice since the September 21, 2009, meeting of the Board. She said that the Committee met on Wednesday, January 6, 2010, to review the proposed agenda for this meeting of the Board and then again on Wednesday, January 20, 2010, to discuss a loan agreement. Loan Agreement for The Chair said that the Executive Committee met on January 20, 2010, to reivew the Copy of Emancipation loan of Regent David Rubenstein’s copy of the Emancipation Proclamation to the Proclamation White House for display in the Oval Office. The document, which previously had been on loan to the National Museum of American History, was unveiled on Martin Luther King Day. Ms. Stonesifer said that, in accordance with the Regents’ Ethics Guidelines, a sale or loan to the Smithsonian of any object owned by a Regent or Regent family member is subject to the approval of the Executive Committee to ensure that a Regent does not receive “improper advantage” from the arrangement. Ms. Stonesifer explained that, although Mr. Rubenstein was not a Regent at the time of his initial loan to the Museum, the Executive Committee and Shirley Ann Jackson, chair of the Governance and Nominating Committee, reviewed the loan to ensure that both the letter and the intent of the Ethics Guidelines had not been compromised. She added that the Committee and Dr. Jackson were unanimous in their approval and support for the loan. Regents’ Annual Survey The Chair discussed the results of the Board’s annual self‐assessment. She first thanked the Regents for their participation, noting that the increased number of responses reflected the Board’s commitment to a key recommendation of the 2 Governance and Nominating Committee. Ms. Stonesifer noted that the responses were especially strong and reflected positive trends. The survey showed significant agreement that the Board understands its role as a governing board and recognizes that its primary responsibility is to establish policies. The Regents were nearly unanimous in their perspective that the Board’s work is independent of Smithsonian management, and that their efforts are conducted both in a transparent manner and in the Smithsonian’s best interests. The survey also reflected a shared belief that the meetings of both the full Board and the Regents’ committees are well‐managed and substantive in their content. The Board also was satisfied with its informal and formal assessments of the Secretary’s performance. Two areas were noted as in need of improvement: the overall reporting of financial information and the Board’s knowledge of fund‐raising policies and its role in fund‐ raising efforts. The Chair said that steps were already being taken to address concerns in both areas. The Finance Committee will oversee the development of comprehensive quarterly financial reports and the Executive Committee has requested that a major projects scorecard be developed. Ms. Stonesifer added that the Advancement Committee continues to work with Office of Development staff to prepare for the national campaign by reviewing and revising Smithsonian fund‐ raising policies. It was noted that the survey’s relatively low scores with regard to fund‐raising practices and policies likely reflected the fact that the Regents had not been briefed yet about the forthcoming national campaign. Ms. Stonesifer assured the Board that in‐depth discussions about the national campaign would be conducted during the coming Regents’ meetings. The Board agreed that the results of the survey were very encouraging. Ms. Stonesifer said that members of the Office of the Regents, the Executive Committee, and the Governance and Nominating Committee would welcome additional suggestions to strengthen the Board. Minutes of the A motion was then presented to approve the minutes of the Board’s September 21, September 21, 2009, 2009, meeting. The motion was approved. Meeting of the Board See attached Resolution 2010.01.01 (Minutes of the Board of Regents, Appendix A). REPORT OF THE SECRETARY Journey to Antarctica The Secretary, who had recently returned from a trip to Antarctica with a small group of scientists and engineers that included United States Under Secretary of Energy Kristina Johnson. Among the sites visited were McMurdo Station and Observation Point, where lookouts had watched for the return of Robert Scott and his team from their ill‐fated journey to the South Pole in 1912. Secretary Clough commented on the many historic connections that the Smithsonian has with the Antarctic, noting that many of the 60,000‐some specimens collected during the 1838–1842 Wilkes Expedition (which had been undertaken to map the recently 3 discovered landmass) provided the foundation for the collections of the newly established Smithsonian Institution in 1846. Today the Institution’s presence in the Antarctic can be seen in the astrophysical work at the South Pole Telescope, and the Antarctic Submillimeter Telescope and Remote Observatory; the 19 million specimens of the U.S. Antarctic Program Invertebrate Collections at the National Museum of Natural History; the 12,000 meteorite specimens in the U.S. Antarctic Meteorite Program, also housed at the Natural History Museum; and the U.S. Antarctic Diving Program that is a collaboration between the Office of the Under Secretary of Science and the National Science Foundation. The Secretary also spoke of the historic Antarctic Treaty and the Smithsonian-sponsored symposium in the fall of 2009 that contributed to its renegotiation. Smithsonian The Secretary updated the Board on the status of the Smithsonian’s management Leadership team.