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CPB Board reaction to Tomlinson affair, November 2005

Below are the chair's speech and several resolutions passed by the CPB Board Nov. 15, 2005, responding to the CPB inspector general's report [executive summary, PDF of full report] on the Tomlinson affair.

The board unanimously created a Corporate Governance and Executive Compensation committees, as recommended by the inspector general and a Special Committee "to enhance awareness and appreciation of public broadcasting's achievements and potential for future service." It also renewed and appointed members of its Finance and Audit Committee.

Statement by Cheryl Halpern, CPB Board chair

CPB Board of Directors meeting, Washington, D.C., Nov. 15, 2005

Thank you. These past few weeks have been especially challenging for everyone at this table. As the chair of this board, I can attest to the hard work put in by every member, and by the staff of the Corporation.

I want to thank especially the Inspector General, Kenneth Konz. Ken has done a diligent job compiling much needed information. He has helped the board immeasurably in understanding what needs to be fixed.

I want to take this opportunity to thank those who have cooperated with the Inspector General and contributed to his work. It is vital to our mission, and to public confidence in public broadcasting, that we regularly look at how we handle financial matters, compensation and severance issues, and other features of corporate governance.

As the new chairman of the board, I take these issues extremely seriously. We must correct the errors that allowed any violations of governance policy to occur. Problems occurred due to long-standing systemic weaknesses in the Corporation's policies and practices on a range of issues.

Whether it is a matter of communication between the board and the management, the legal counsel we receive, or our internal financial controls, we must strengthen our governance practices. We intend to hold ourselves – as all corporations must do – to a higher standard. That goes for both staff and board members.

We must always understand that public broadcasting is a trust. We serve an important purpose. And our mission requires the highest standards of integrity.

There will be in the coming days and weeks much opportunity to reflect on what we need to do next. While the Inspector General's findings are bracing, they offer an opportunity for us to take clear and decisive actions to correct past practices and build a stronger public broadcasting system.

The board has already made a number of decisions about how to implement the recommendations of our counselors and auditors. We will regularize the process of hiring senior staff, as well as the process of setting appropriate compensation. We are strengthening our commitment to open meetings. We are taking clear steps to bring us to full compliance with corporate by-laws. And the steps we are taking will make it impossible for there to be even a perception of interference in matters – including programming – that are properly the responsibility of the Corporation's managers.

I intend to follow through, with the cooperation of this board, on several broad areas:

We will establish benchmarks for our future success in meeting governance goals. The Inspector General as well as our outside counsel and auditors have identified several areas where we need to make improvements, including:

Contract management

Communication between the board and management

Human resource management

Compensation and severance policy

In these and other areas we will not only establish goals - we will set a clear timeline for meeting those goals.

As we do so, we must also reaffirm the Corporation's responsibility to its original mission, and to subsequent legislation to make public broadcasting accurate, balanced, creative, and diverse in its program offerings. Public broadcasting can do more to improve its programming in all areas – and we must pursue this goal.

We will work to establish the Corporation as more than a source of funding. We must make the Corporation a source for great ideas. That means making the Corporation the main address for all public broadcasters to publicize their successes, address their shortcomings, and develop best practices in programming, administration, financing, and other vital tasks. Much of the excellence in public broadcasting goes little noticed for lack of promotion. The Corporation's board will focus its energies on making this excellence known to all.

These are admittedly ambitious goals. And I do not take them on lightly. But it is clear that the Corporation, facing the challenges it now has, must focus on the future. We have a clear mission. Congress spelled it out for us in law – and we must honor it.

I look forward to working with this board – each and every member of it – the Corporation staff, and our partners – especially PBS, NPR, ITVS, and the Minority Consortia -- as we build a brighter future for the Corporation and public broadcasting.

Thank you.

 

Establishment of a Corporate Governance Committee

Unanimous resolution of the Board of Directors, Corporation for Public Broadcasting, Nov. 15, 2005

WHEREAS, The Board of Directors of the Corporation for Public Broadcasting is taking action to strengthen the governance of the Corporation; and

WHEREAS, The Board has considered the findings of the Report of Review of the CPB Inspector General as well as the independently requested recommendations of outside counsel and auditors; and

WHEREAS, The Board and staff of the Corporation, as stewards of federal funds, are committed to assuring the Corporation adheres to its governing mandates in an exemplary manner while fulfilling its statutory mission.

THEREFORE, BE IT RESOLVED, That the Board of Directors hereby establishes a Corporate Governance Committee to develop, with the assistance of outside counsel and governance expertise, corporate governance guidelines and practices to recommend to the Board for the Corporation.

BE IT FURTHER RESOLVED, That the Board of Directors appoints director Frank Cruz to chair the Corporate Governance Committee and directors Katherine Anderson and Cheryl Halpern to serve as committee members; and

BE IT FURTHER RESOLVED, That the members of the Corporate Governance Committee are directed to develop, with the assistance of the Corporation's General Counsel and outside counsel, a draft form of Charter for the Committee, which Charter will be subject to review and approval by the full Board.

 

Establishment of an Executive Compensation Committee

Unanimous resolution of the Board of Directors, Corporation for Public Broadcasting, Nov. 15, 2005

WHEREAS, The Board of Directors of the Corporation for Public Broadcasting is taking action to strengthen the governance and operations of the Corporation; and

WHEREAS, The Board has considered the findings of the Report of Review of the CPB Inspector General as well as the independently requested recommendations of outside counsel and auditors; and

WHEREAS, The Board seeks to assure it fulfills its responsibilities to the Corporation relating to the compensation of the Corporation's senior management.

THEREFORE, BE IT RESOLVED, That the Board of Directors hereby establishes an Executive Compensation Committee to undertake, with the assistance of outside counsel and expertise, a review of the Corporation's executive compensation plans, policies and programs and to develop recommendations to the Board on those matters.

BE IT FURTHER RESOLVED, That the Board of Directors appoints Vice Chair Gay Hart Gaines to chair the Executive Compensation Committee and directors Beth Courtney and Claudia Puig to serve as committee members; and

BE IT FURTHER RESOLVED, That the members of the Executive Compensation Committee are directed to develop, with the assistance of the Corporation's General Counsel and outside counsel, a draft form of Charter for the Committee, which Charter will be subject to review and approval by the full Board.

 

Establishment of a Special Committee

Unanimous resolution of the Board of Directors, Corporation for Public Broadcasting, Nov. 15, 2005

WHEREAS, Public broadcasting provides unique services and makes a valuable contribution to American life; and

WHEREAS, There are thousands of individuals at public broadcasting organizations and stations who are contributing daily to the reach and value of public broadcasting in innumerable ways; and

WHEREAS, America's changing demographics makes the work of public broadcasters more vital than ever and technological innovations offer opportunities for public broadcasters to make even greater contributions in exceptional ways.

THEREFORE, BE IT RESOLVED, That the Board of Directors hereby establishes a Special Committee to enhance awareness and appreciation of public broadcasting's achievements and potential for future service.

BE IT FURTHER RESOLVED, That the Board of Directors appoints director Ernest Wilson to chair the Special Committee and directors Beth Courtney and Cheryl Halpern to serve as committee members.

 

Renewal of the Audit and Finance Committee

Unanimous resolution of the Board of Directors, Corporation for Public Broadcasting, Nov. 15, 2005

WHEREAS, The Board of Directors of the Corporation for Public Broadcasting annually appoints an Audit and Finance Committee to serve as a key vehicle for discharging its oversight responsibilities under the laws and regulations governing the Corporation; and

WHEREAS, The Board of Directors is committed to taking action to strengthen the governance and oversight of the Corporation.

THEREFORE, BE IT RESOLVED, That the Board of Directors hereby renews the Audit and Finance Committee and appoints director Claudia Puig to serve as committee chair and directors Katherine Anderson, Frank Cruz, and Gay Hart Gaines to serve as committee members.

BE IT FURTHER RESOLVED, That the Board instructs the Audit and Finance Committee to seek ways to reinforce its oversight functions and activities and report to the Board of Directors on its progress in these efforts.


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Nov. 21, 2005
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