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Statement of George Cohen to Board of Visitors, September 13, 2012

George Cohen

[Ed. Note: On June 1stof this year, George Cohen, the Brokaw Professor of Corporate Law, became Chair of the UVA Faculty Senate. Nine days later, Rector Helen Dragas announced the resignation of UVA President Teresa Sullivan. As the new leader of the Senate, Cohen’s expertise on corporate governance principles helped manage the faculty’s response to the ensuing controversy. The Board of Visitors ultimately reinstated Sullivan, and Governor Bob McDonnell reappointed Dragas as Rector. Since then the faculty has requested a “clear and satisfactory explanation” about what led the Board to ask for Sullivan’s resignation. The Board has not yet responded. Cohen’s statement to the Board at its September retreat is an example of the steadying influence he brought to the crisis. We have reprinted it below (edited for length).]

I appreciate the opportunity once again to address the Board on behalf of the Faculty Senate. When I last spoke to you, in May, we were all in a very different place…. I do not need to recount what has happened since then. The question is, where are we now, and where are we headed?

My understanding is that the Board as a group believes that for all practical purposes we are where we were on June 9. We have just pressed the reset button. President Sullivan is back, the Board is behind her, and they are ready to work together. Having achieved our goal, the faculty should be ready to abandon our no-confidence vote from June and affirm our confidence in the Board. Not to do so seems ungrateful and uncooperative, and potentially harmful to the University. Let me say up front and most emphatically that the faculty is extremely appreciative  of the courage and good judgment the Board demonstrated by reinstating President Sullivan. I pledge to do all I can as Chair of the Senate to ensure that the faculty offer the Board our full cooperation and that we do our best to act in the best interests of the University….

To date, the Board has not provided a clear and satisfactory explanation to the University community of why it asked President Sullivan to resign. Yesterday at the Miller Center, President Sullivan stated that she still does not understand what the “philosophical differences” were between her and the Board. Why does this matter? Because the “reset” view is a fantasy: the Board and President Sullivan were in fact not united on June 9 but had differences that were great enough to motivate the Board to take drastic action. A true reset is therefore possible only if those differences have been resolved in a mutually acceptable way. But we are not clear what the differences were, so how can we know if they have been resolved? And if they have not been resolved, how can we have confidence that the Board and President Sullivan can work together effectively?

During the crisis, the concern most frequently and prominently mentioned was the absence of a strategic plan for the University, in particular a strategic plan that was bold rather than incremental. At the reinstatement meeting, the Rector stated: “Prior to these events, there seemed to be a roadblock between the Board’s sense of urgency around our future in a number of critical areas, and the Administration’s response to that urgency. Also, many of our concerns about the direction of the University remained unknown to all but a few.”

These contentions raise a number of concerns. First, when President Sullivan arrived here she said that she was told not to do another strategic plan, but rather to implement the plans that had been developed. If circumstances changed after that, creating a new sense of urgency, why did the Board not publicly discuss these changes or the need for a new strategic plan?  Why did the Board not formally request a new strategic plan as it did for the Medical Center and as it has now done with the formation of the new committee? Second, the suggestion that President Sullivan was putting up a “roadblock” to the Board’s goal of an effective strategic plan is in some tension with the fact that President Sullivan wrote a memo on this very topic and sent it to the Rector and Vice Rector in May. The New York Times Magazine article says this memo was “disappointing.” Is that the Board’s view? If so, why? We do not know. Third, when faculty learned of the Board’s desire for “bold” rather than “incremental” change and the need for speedy action, we were naturally concerned about excessive Board control over the strategic planning process. After all, faculty input and buy-in, both of which are necessary if strategic planning is to succeed, could potentially result in incremental change as well as a slower pace.

Since the reinstatement, the Board has created a special committee on Strategic Planning, which is meeting tomorrow. The Board discussed this committee and its work at its retreat in August. The committee is headed by two new Board members with extensive experience in planning efforts, Linwood Rose and Frank Atkinson. These co-chairs have written a letter outlining an approach to strategic planning that includes a strong role for faculty and the Faculty Senate and appropriately recognizes the primary responsibility of the faculty and administration in planning efforts. The co-chairs also participated in a working session called by President Sullivan, which I attended, and which addressed a number of issues including the problems with past strategic efforts. We applaud all of these developments and the Faculty Senate stands ready to participate fully and productively in the strategic planning effort.

Nevertheless, questions remain. Before the Board’s retreat, the Provost and deans wrote a detailed letter to the Board outlining their approach to strategic planning. Yet, like President Sullivan’s May memo on which it builds, the Provost and deans’ letter was not discussed at the retreat or mentioned in the Atkinson-Rose letter. What are we to make of these omissions? Just yesterday, President Sullivan reiterated her view that the University is not in crisis by any measure and has proudly declared herself to be an unrepentant incrementalist, while the New York Times Magazine article reports that the Rector still “feels her warnings of an existential crisis will be vindicated.” Will the Board reject a strategic plan if it is excessively “incrementalist” rather than “bold”? It could be, of course, that these issues are minor, never really amounted to much, will be addressed and adequately debated during the planning process, or have been resolved. But at this point, it is hard to know.

In addition to the lack of information about why the Board made its initial judgment to seek President Sullivan’s resignation and then changed course, there remain concerns about how the Board reached its initial decision. The process leading to the decision appears to have involved inadequate communication between the Board and President Sullivan, inadequate communication among Board members, and inadequate consultation with University constituent groups, including faculty. As for Board-President communication, President Sullivan has said she had no idea that the Board was going to ask her to resign. That should not happen. Although the Rector has stated “there was an ongoing dialogue with the President over an extended period of time,” that is not the same thing as giving the President fair warning that her job would be in jeopardy if agreed-upon goals were not met by a certain time.... 

With respect to Board-Faculty communication, the Board’s position is apparently that the faculty have no role to play in evaluating the President for possible termination, non-renewal, or reappointment. For example, the Rector in her June 14 statement endorsed the “central role of faculty governance in matters of academic programming and curriculum,” omitting any mention of faculty consultation on presidential review or retention decisions….

In light of these concerns, the Faculty Senate wrote to the Board in advance of the retreat, asking the Board to consider a self-assessment. We hoped that the Board would take the opportunity to discuss the flaws in the process and potential changes to the Board manual or other Board policies concerning the appropriate process for reviewing and terminating or declining to renew presidents, as [BOV member] Heywood Fralin suggested at the reinstatement meeting. These changes could include the proper role of the Rector and Executive Committee, guidelines on compliance with the Open Meeting law and when individual Board member conversations are appropriate, clarification on when full Board meetings are required, and the need for consulting faculty and other University constituents… Perhaps the Board’s new Governance and Engagement Committee will address these issues. I hope so. But we must wait and see.

I want to close with a few words about Faculty-Board relations. Despite all I have said, I want to reiterate in the strongest possible terms that the Faculty Senate is committed to moving forward and to reconciliation. We will work in partnership with both the administration and the Board to make meaningful progress toward meeting our many challenges. To that end, I have met with or had phone conversations with Rector Dragas, [Vice Rector] George Martin, [and BOV members] Stephen Long, Hunter Craig, and Hillary Hurd. These conversations were productive and cordial, and I hope and expect to have further conversations with these and other Board members in the coming year. 

The Rector mentioned to me the possibility that she or other Board members might participate in one of our meetings this year and several faculty members have conveyed the same wish. Perhaps at such a meeting, some of the concerns I have outlined here could be addressed and finally put to bed. We look forward to the day when not only our beloved Rotunda, but trust between faculty and Board is fully restored, and I hope with all my heart that day comes soon. The future of the University depends on it.