The MIT Corporation: Reviewing GovernanceSuzanne L. Glassburn
The MIT Corporation is the Institute’s governing board and, at full strength, has 78 members. Because it is difficult for such a large body to be nimble, much of the responsibility for governing the Institute has long been vested in a subset of the Corporation, the Executive Committee.
Last academic year, reflecting on some initiatives the Institute had undertaken in the recent past and on the Epstein crisis, a number of Corporation members had questions about the role of the full Corporation in MIT’s governance. In response, the Corporation voted to establish an Ad Hoc Committee on Governance and charged it with examining the respective roles of the Executive Committee and the greater Corporation. The committee ultimately did not recommend changes to the responsibilities of the two bodies, but did propose a number of amendments to MIT’s Bylaws. Some of the amendments were intended to document good governance practices, and others were intended to provide opportunities for more Corporation members to serve on standing committees of the Corporation. The Corporation adopted the amendments at meetings in May and August.
One of the significant changes effected by the amendments is the expansion of the purview of the former Membership Committee, now named the Governance and Nominations Committee, to include responsibility for ensuring that the Corporation operates in accordance with good governance practices.
The committee’s specific tasks, therefore, include, among others, reviewing the effectiveness of the Corporation’s governance structure, overseeing an annual self-assessment process of the Corporation and its standing committees, assessing whether Corporation members have potential conflicts of interest, and organizing new Corporation member orientation. The committee was historically chaired by the Chair of the Corporation, but as a result of the amendments, is now chaired by a non-officer Corporation member.
The new Bylaws encourage broader engagement of Corporation members in a number of ways. The term limits for most of the Corporation’s standing committees have been structured in a manner designed to encourage periodic rotations in and out of the committees. Members of the Executive Committee, other than the Chair of the Corporation and the President, may not simultaneously serve on the Governance and Nominations Committee, and the overlap between the Executive Committee and the Risk and Audit Committee has been reduced from two members to one. Finally, all members of the Corporation’s standing committees are elected annually, rather than for multi-year terms, to allow the Corporation to review the makeup of the standing committees each year.
The effect of these amendments, together with a general sentiment favoring broader engagement of the membership, has resulted in a lot of new faces on the Corporation’s standing committees, especially the Executive Committee, the Risk and Audit Committee, and the Corporation Joint Advisory Committee on Institute Affairs. The Corporation also has a new Chair, Diane Greene SM’78, and a number of new members, including Heather Cogdell ’89, Drew Faust, Michelle Lee ’89, SM’89, Adrianna Ma ’96, M.Eng ’96, Indra Nooyi, Adedoyin Olateru-Olagbegi ’20, Janet Wolfenbarger SM ’85 and Mark Wrighton. You can find the Corporation membership, the standing committees’ membership and the amended Bylaws on the MIT Corporation website: https://corporation.mit.edu/.