Overseeing—But Not Heard?

Off campus, they serve as federal judges, University administrators, CEOs, and highly paid lawyers. Top officials of the U.S. Federal Reserve Board and the Mexican government are among their ranks. But about five times a year, they come to Harvard. And in Cambridge, they are—formally—almost powerless.

The 30 Harvard alumni who sit on the Board of Overseers leave most of the school’s key decisions to the Harvard Corporation, the University’s seven-member executive body. Instead, the Overseers are relegated to approving those decisions and issuing broad recommendations on Harvard’s educational policies.

Many observers say that the events of this past February, when University President Lawrence H. Summers decided to resign, suggest that the Board is still little more than a “rubber stamp,” in the words of Harvard historian Andrew B. Schlesinger ’70. Six days after Summers says he chose to step down, and just hours before his resignation was made public, several overseers said they had yet to be informed about the change at Mass. Hall.

And Plummer Professor of Christian Morals Peter J. Gomes, who teaches a course on the history of Harvard, says the Overseers’ passivity has contributed to their impotence. “My impression is that they have colluded in their own emasculation,” he says.

But overseers and Corporation members say that although the Board continues to play a chiefly consultative role in Harvard’s governance, both bodies are working to communicate more often and more deeply than before.

During the past year, the Overseers convened a “working group” that set out “to consider how to enhance the ways we do our work,” says the Board’s president, Patti B. Saris ’73, who is a U.S. District Court judge for Massachusetts.

“It’s something that we put together to improve our internal processes,” Saris says, adding that “this is not at all about changing the overall governing structure.”

Overseer Bruce M. Alberts ’60, a professor at the University of California at San Francisco, writes in an e-mail that he has noticed a change in the Board’s relationship with the Corporation.

“The Overseers are a terrific group of people dedicated to helping Harvard, with very diverse backgrounds and skills. But when I began my term 5 years ago, I sensed that, by tradition, it was felt dangerous to let us have any real input into important decisions. As a result, the early Overseers meetings I attended seemed to be largely planned as what I would call a ‘show and tell’ educational experience for us,” Alberts writes.

“Harvard’s recent problems have certainly changed all that, and we now meet regularly with the Corporation,” he adds. “We also pay a great deal of attention to designing our own agenda, and we are keeping a focus on some of the central issues that must be solved if Harvard is to achieve its potential.”

The Corporation’s senior fellow, James R. Houghton ’58, writes in an e-mail that he does not foresee changes in the Overseers’ role “in any formal sense.”

“But the Corporation and the Overseers,” he notes, “have established a system of meeting together at various points during the year, and this communication has helped both groups.”

Many Corporation members, overseers, and Harvard watchers agree that the Board’s relationship with the Corporation and with the central administration has varied as the guard has changed in Mass. Hall. With observers expecting to see two presidential transitions within the next 12 months, the Board of Overseers could see renewed relevance—or renewed obsolescence.

IN THE LOOP?

While the Overseers formally approved Summers’ appointment in 2001, they played no official role in accepting his resignation in February.

Several overseers say that Corporation members sought out their opinions more actively this year than in 2005, after the faculty uproar that followed Summers’ remarks on women and science.

But members of the Board also say that they were kept in the dark about Summers’ plans to resign until Feb. 21, the day of his announcement.

Summers has said that on Feb. 15 he arrived at his decision to step down and notified members of the Corporation that same day. Houghton had recently told Summers that the embattled president had lost the fellows’ support, according to a source close to the Corporation. (See story, page E14.)

While Summers skied in Utah and the campus buzzed with speculation in the days that followed, overseers received no official word from Harvard.

Most Board members contacted at the time did not express discontent with their knowledge of Summers’ plans.

Alberts explained in February that he had first learned of Summers’ decision from a New York Times reporter, but was contacted by a Corporation member shortly afterward. “This did not disturb me,” Alberts wrote in an e-mail, “as early notification of the Overseers would have likely caused the story to leak to the press prematurely.”

One Board member, who requested anonymity because of the sensitivity of the situation, said at the time, “There had been so much stuff going on that I think you’d have to have had your head in the sand to be completely surprised.”

Another overseer, however, now notes that several members of the Board had in fact been taken aback when Summers made his plans public on Feb. 21.

“Not a lot of people knew how fragile the whole thing was,” the overseer says, asking not to be named because the question of the governing boards’ relative powers is considered sensitive. “People who are on the Board of Overseers care about Harvard, and it’s tough when you watch the University being ripped up by this stuff and you have some responsibility for it.”

Gomes, who has served as the minister of Memorial Church for more than three decades, says that the Overseers “should be peppering the Corporation with advice. We have been through a major constitutional crisis in the last couple of months, and the Overseers were nowhere to be found.”

The last chapters of Summers’ tenure—and particularly the relative remove of the Overseers from the decisions made during the final days—saw at least some Board members grow frustrated with their position vis-à-vis the Corporation, even if the lines of communication were more open than before.

‘EYES AND EARS’

The Board of Overseers provides formal and informal advice to the central administration and to the Corporation. It is also charged with ratifying important actions of the Corporation as well as major academic and administrative appointments.

Saris notes that the Board’s main function is to exercise visitation of Harvard’s schools and departments, evaluating the programs and recommending changes.

“Especially through the visitation process, we try to be the eyes and ears of the University,” Saris says. But, she adds, “it’s all encouragement—it’s not for us to decide. Our role is to provide strategic counsel and constructive criticism.”

Houghton casts the Board in a similar role, but includes the Corporation, formally known as the President and Fellows of Harvard College.

“The Overseers...are a vital part, along with the Corporation, of the ‘eyes and ears’ that allow for the effective Governance of the University,” he writes.

Gomes looks to University President Charles William Eliot’s 1869 inaugural address to describe the essence of the Overseers’ place at the University.

“The real function of the Board of Overseers is to stimulate and watch the President and Fellows,” said Eliot, Class of 1853. “The Overseers should always hold towards the Corporation an attitude of suspicious vigilance. They ought always to be pushing and prying.”

Gomes, however, says that he believes that the Overseers have gradually strayed from Eliot’s model, ceding much of their designated power to the Corporation and the central administration, which grew from one vice president to four under President Derek C. Bok in the 1970s.

“The Overseers have, over the last 40 or 50 years, allowed themselves to fall into this ambiguous ‘third sex,’” just as the clergy were once considered a “third sex” separate from men and women, Gomes says. “I think the Overseers have simply failed in exercising the powers that they do have.”

Kirstein Professor of Human Relations Jay W. Lorsch, an expert on corporate boards, notes that the Corporation’s position in the University’s governance makes the Overseers’ role difficult to define.

“Historically, the Corporation has become the much more active and important group. The question is really what the Overseers are supposed to do—the only thing that I’m really sure that they do is that they set up these visiting committees,” Lorsch says. “I think their role is not that clear, nor is it that powerful.”

That sentiment is hardly new: in 1944, Dean of the Faculty Paul H. Buck solicited professors’ opinions on the Overseers’ visiting committees. As Morton and Phyllis Keller describe in their book “Making Harvard Modern: The Rise of America’s University,” Buck’s findings were far from promising: “complete indifference.... The function has sunk to so low a repute that few believe anything can be done with the device.”

Gomes asserts that the Board, then and now, is not fully exercising its visitation power.

“The point of a visiting committee was that the Overseers as a body would have information independently of the Corporation, but there’s never that kind of accountability,” Gomes says. “I think most of us who have to write for visiting committees feel as if we’re writing into a void.”

And Lorsch adds, “My concern is that I’m not sure that the kinds of investigations that they make are perhaps as deep or detailed as they could be.”

VISITATION RIGHTS

The working group that convened over the past year sought primarily to determine how the Board could, in the words of overseer Paul A. Buttenwieser ’60, “make its oversight function more efficient, more useful, and more timely.”

Saris and other overseers stress that the group focused on refining, not reforming, the University’s present governance structure.

“While the current bicameral governance structure has on balance served Harvard well in past eras, it may not be the best structure for a modern university running a $2.6 billion budget,” says overseer Richard I. Melvoin ’73, who served on the working group. “It is not to say the structure is irretrievably broken, but rather the Overseers wanted to see whether we could improve the operations within the structure.”

The group was charged with examining three different areas, Melvoin says: improving the Overseers’ meetings, enhancing interaction between the Board and the Corporation, and reforming the use of visiting committees.

Along with Melvoin, the other members of the working group included Susan L. Graham ’64, who will become the Board’s president on July 1 and is a member of the presidential search committee; William F. Lee ’72, also a member of the search committee; M. Lee Pelton; and Pauline R. Yu ’71. Pelton, who is president of Willamette University in Oregon, chaired the group, and Saris participated ex officio.

Saris says the group was particularly interested in “how to assess follow-up on the visitation process.”

As Melvoin puts it: “If we have some significant issues to raise with an academic department, how does the Board follow up? Does—and should—an Overseer committee have any bite?”

Visitation, Buttenwieser observes, “is not very glamorous, but that’s really one of the major functions of the Board.” And it has proved a useful tool before, he says: for example, visiting committees played an important role in spurring the current proposal to turn the Division of Engineering and Applied Sciences into its own school.

The group also looked for ways to utilize the expertise of the 30 Board members to help inform the Corporation’s decisions.

“We’re trying to open up a dialogue about the ways in which the Corporation might draw on the Overseers’ knowledge and its efforts,” Melvoin says. “The Board of Overseers wants to be helpful to the Corporation.”

Corporation member Nannerl O. Keohane writes in an e-mail that she is “glad that we are working jointly on better communication between the two governing boards, since both boards will benefit from this.”

‘ALWAYS EVOLVING’

The working group of the past year is the latest—but hardly the most drastic—self-scrutiny of Harvard’s governance structure.

In 1975, the Overseers, following up on reports made in the wake of Harvard’s crisis of governance in the late 1960s, established the so-called Gilbert Committee, which considered three subjects: whether changes should be made to the Overseers’ visitation process, whether the Board’s selection process was appropriate, and whether the Overseers should continue to exist at all.

The Gilbert Committee concluded in 1978 that Harvard’s system of governance should remain in place. First, the authors contended, the shortcomings in the structure “are more nearly weaknesses of execution than of basic assignment of functions.” And second, because Harvard’s governance structure is established in what is now the Massachusetts Constitution, asking the state legislature to implement the changes could result in “unpredictable consequences.”

Saris emphasizes that the working group of the past year is “not another committee on governance” like the Gilbert Committee.

And while the University’s governance structure is unlikely to change, the crises of the past year-and-a-half appear to have revealed potential points of tension between the Corporation and the Overseers.

As Melvoin says, “The difficulties of the last 18 months have illuminated some of the stresses in the governing structure.”

Corporation member James F. Rothenberg ’68, who also serves as the University’s treasurer, observes that the Board’s place in Harvard’s governance has varied historically.

“I think the role of the Board of Overseers is one that is always evolving and changing,” he says. “I’m not sure that there’s any sort of focus at the moment, but I’m sure that some people think there is.”

The ambiguity in the governing boards’ relationship stems in part from the fact that the Massachusetts General Court, which established the Overseers in 1642 and the Corporation in 1650, did not address how the two boards should interact.

“Particularly with regard to the Board’s role toward the Corporation, it is just not defined,” Buttenwieser says. “Since it’s not defined, essentially the two boards are constantly revising how they collaborate.”

Lorsch posits that Harvard’s growth—internally and internationally—in recent decades may have created an opportunity for the Overseers to expand their role.

“Ensuring the quality of the educational mission—the whole question of whether the various parts of the University are doing the best that they possibly can in their part of the field—is obviously beyond the reach of the Corporation, given their size and the amount of time that they have,” Lorsch says. “The Overseers could live up to their name and really oversee.”

The Overseers, who in their day jobs are drivers in politics, academics, and economics, take a back-seat role at Harvard. It remains to be seen whether now—as the University undergoes transitions at the helm—the Overseers will seize the wheel.

—Please see sidebar, "Overseers Face Long Struggle To Establish a Place at Harvard."

—Staff writer Daniel J. T. Schuker can be reached at dschuker@fas.harvard.edu.