USC Board adopts policy to protect university from outside political influence

The University of South Carolina Board of Trustees voted Friday to adopt new measures to curb the potential for outside influence and unethical behavior.

The board approved a new policy, as well as an oath of office, a code of conduct and a statement of commitment, all of which call trustees to make ethical, judicious and independent decisions.

“As we pledged at our recent retreat with the Association of Governing Boards, our board will continue to identify ways in which we can build trust with university stakeholders and reaffirm our commitment to ethical and accountable leadership,” board chair John von Lehe said in an email statement following the decision.

The new policy, “Protecting the Institution from External Influences,” focuses on board autonomy and public accountability. It was crafted to mirror recommendations from the Association of Governing Boards, according to USC general counsel Terry Parham.

The policy was adopted following last year’s controversial presidential search that led to Robert Caslen’s hiring. The university’s accrediting body later ruled that the board suffered from “undue influence.”

AGB addressed the board in late January, after the consulting firm was hired by USC to review board policies and procedures. AGB’s 33-page report found the USC Board of Trustees’ culture was tainted by politics, infighting, a lack of diversity and a lack of input by faculty and a disproportionate focus on the Columbia campus.

“The board will ensure that external stakeholders – from public policy makers, donors, alumni and boosters, corporate sponsors, or political interest groups – do not inappropriately influence institutional independence and autonomy or skew academic programs or mission,” the policy reads.

Beyond reinforcing the trustees’ need to be free of undue influence, the new board policy also insists on academic freedom — meaning outside parties should not have a say in the university’s academic subject matter or programs.

Baked into the policy is also a requirement that the board police itself. Trustees should respond to outside interference with the board policy, and alert board chair John von Lehe and USC President Bob Caslen. Board leadership will then flag the interaction with the governance committee, according to the policy.

Board members also voted Friday to create an ad hoc committee, chaired by Dr. Dorn Smith III, to advise the governance committee on fixing some problems AGB highlighted in its report.

Smith said his goal is for the advisory committee to complete a review of all board bylaws by the summer, when it will make recommendations to the full board.

The AGB report, along with a review by USC’s accrediting body, the Southern Association of Colleges and Schools, was the impetus for the changes. Both came as a result of a widely criticized presidential search that underlined the relationships between political and university leaders.

“The consultants found a fundamentally misguided governance culture — one that is a consistent threat to the university system board’s ability to address strategic issues in an effective manner and to its reputation,” senior AGB consultants Richard Legon and Ellen Chaffee wrote in the report’s executive summary.

Caslen, who called for the review in the wake of the presidential search chaos, agreed in January that the board needed reform.

“I don’t think this board is set up for success,” Caslen said last month at the meeting.

AGB presented the report to the board of trustees during its two-day retreat in January. During the first half of the day Jan. 24, Legon and Chaffee hammered the board for its flaws: “political culture” and a lack of diversity, among others.

In the second half of the retreat, the association and the board talked back and forth about possible solutions.

Since the legislature elects the lion’s share of board members, USC’s board could boost diversity by implementing term limits, adding non-trustees to committees and developing a strategic plan to boost diversity on USC’s board in the long term, Legon and Chaffee said at the meeting. Only one of the 22 board members is black — Leah B. Moody, who has been on the board since 2009. Moody is also one of three women on the board.

Term limits could similarly help address any conflicts caused by board members being political appointees, according to AGB.

None of the measures adopted by the board on Friday indicated a move toward term limits.

The problem with the board is not necessarily its bylaws, the consultant’s report said, but a culture defined by party loyalty, personal influence, and board members being beholden to lawmakers who appoint them to their positions. AGB advised the board in its report to prioritize “fiduciary governance,” in which “the best interests of the institutions are the standard that drives governance.”

Such a change in culture could take weeks or even years, the report said.

The association compiled the report by sending Legon and Chaffee to USC for five days to interview trustees, lawmakers, students, administrators and others. The consultants also reviewed USC’s bylaws and testified before the Senate Education Subcommittee, according to the report.

USC paid the consulting firm $146,000 to conduct the review, university spokesman Jeff Stensland said.

Following a presidential search last year rife with protests and allegations of undue political influence by S.C. Gov. Henry McMaster, new USC President Robert Caslen asked the association in July 2019 to review USC’s board processes and to make recommendations.

McMaster’s involvement consisted of calling board members and asking them to cast a yes-or-no vote on whether to accept Caslen as USC president.

In January, the Southern Association of Colleges and Schools found “adequate evidence of undue influence” in the university’s presidential search. And in October, USC’s Faculty Senate cast a vote of “no confidence” in USC’s board of trustees, citing the presidential search as the primary reason.

Board chair John Von Lehe has resisted calls from the S.C. Legislature to overhaul the university board, saying the current structure is working. However, lawmakers are crafting a bill that would shrink the size of the board and remove the governor and the superintendent of education from it.

Lucas Daprile contributed to this report.

This story was originally published February 14, 2020 at 12:17 PM.