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A Corporation Renewed

The appointment of William F. Lee '72 gives hope for a more open Corporation

By Elias J. Groll and Elyssa A. L. Spitzer, Crimson Staff Writers

Gold-tipped cane resting against the arm of his chair in Loeb House, Harvard Corporation’s Senior Fellow James R. Houghton ’58 is on his way out.

The former chairman of industrial giant Corning Incorporated, Houghton presiding over the Corporation—the University’s highest governing body—during a period of expansion and turbulence, a time when the endowment grew and crashed and a president rose and fell.

Houghton, an elegant industrial magnate in a bold pinstripe suit, says it’s now time “to pass the baton,” and he does so in a period of flux.

The Corporation is an aging body. Unchanged in structure since the University’s founding in the 17th century, the same seven-person board oversees what grew from a small New England seminary to become what may be the world’s most advanced and complex institution of higher education.

Interviews with current and former members of the Corporation, administrators, and professors indicate the future of the Corporation has reached a defining moment—the criticism of the recent past has reached its members, and the call for reform has been taken to heart.

At a spry 59, William F. Lee ’72, who still runs daily and plays soccer on the weekends, promises to inject a measure of youth into the antiquated body—its members’ average age is 68, meaning the average fellow was born in the midst of World War II and qualifies for Medicare.

Lee will join the governing body on July 1, as the Corporation’s internal review of its policies gathers full steam.

The review—which includes the Corporation, three Overseers, and Graduate School of Education professor and governance expert Richard P. Chait, who declined to comment for this story—expects to release its recommendations in early 2011, according to Robert D. Reischauer ’63, who will replace Houghton as Senior Fellow.

On a body as small as the Corporation, the identity of its members are crucial to its direction. Lee’s entrance marks a moment of transition not only for the Corporation’s internal dynamic, but also for its relationship to the broader University.

The reforms emerging from the formal review process are unlikely to lead to sweeping change in the University’s governance structure. Rather, University leaders appear more committed to improving the Corporation’s visibility to the community than to making structural reform.

‘STUNNINGLY SECRETIVE’

When the Corporation convenes in Loeb House, its brick walls and the long-standing rule that its participants not divulge any of their discussions have erected a literal barrier between itself and the community.

As a result, the Corporation has been faulted for its secrecy.

Faculty of Arts and Sciences professors Harry R. Lewis ’68 and Frederick H. Abernathy levied scathing criticism against the Corporation in the editorial pages of The Boston Globe last December, calling the body “a dangerous anachronism” that “failed its most basic fiduciary and moral responsibilities” and going so far as to demand resignations.

In a January article for The Huffington Post, Lewis attacked the Corporation as “stunningly secretive,” noting that Corporation members’ contact information are not listed on Harvard websites, that they live in disparate areas throughout the United States and convene in Boston only occasionally, and that their meeting discussions are frequently undisclosed.

Yet the current body defends the secrecy of its workings.

“A good Corporation member has to understand the difference between visibility and confidentiality,” Houghton says. “Members should be visible but meetings really are confidential and should remain so.”

According to Houghton, Corporation meetings should allow the president to speak freely, and increased openness would compromise the candor of these discussions.

But Houghton, who in his years on the Corporation worked to establish stronger working ties with the 30 members of Harvard’s Board of Overseers, draws a distinction between the confidentiality necessary to the operations of Harvard’s equivalent of a Board of Directors and the Corporation’s visibility on campus.

Protecting the confidentiality of the Corporation’s meetings does not preclude improved visibility—Corporation members’ presence at campus events, interactions with the campus community, and broader understanding of campus life—Houghton maintains.

The Corporation of the distant past consisted of a group of six Boston attorneys who would meet with the President every other week, according to Reischauer. Such frequent interactions—and consistent presence on campus—made Corporation members an active part of the campus community.

Current Corporation members acknowledge that the recent past has been marked by a dearth of direct interaction with the community, though that may have stemmed from the sheer size of the University rather than their lack of will.

“We all would have all liked to have done a lot more interacting with the various parts of the University, but there is a time limit,” Houghton says. “This place is immense, and it strains the normal interactions because there’s so much to do.”

But the organization also became more geographically dispersed as Harvard’s reach expanded outside the northeast, and what was once a close relationship between the University’s governing body and its community became progressively more difficult to maintain.

Today, Corporation Fellows are mainly situated on the East Coast, but none live full-time in the Boston area, and treasurer James F. Rothenberg ’68 lives in Los Angeles.

But with Lee’s appointment, the Corporation will have a Boston-based Fellow. Lee has lived in the Boston area since joining WilmerHale in 1975 after graduating from Cornell Law School and currently resides in Wellesley, Mass.

Lee’s geographic proximity, Corporation members reason, will enable him to be involved in campus life in a way that has not been seen since the late 1990s.

The father of a recent Harvard College graduate who is currently enrolled at Harvard Business School and Harvard Kennedy School, Lee is no stranger to the stands of Harvard’s sports arenas—women’s swimming and men’s soccer in particular, he says. And as a lecturer at Harvard Law School, Lee’s podium is just a few minutes walk from Harvard Yard.

“The hope is to find some way where people come not just to tell me what’s on their mind but also to listen,” Lee says. “By the time the fall comes along and I’ve been on the Corporation for three months, I’ll have something substantive to communicate as well.”

ENTER LEE

Walking through the Yard one day, Lee saw the bubble gum-colored chairs seating full capacity. The sight of students interacting in a shared space—the type of casual observation one makes in passing—has convinced him of the need for gathering spaces on campus.

As a recent lecturer at the Law School, Lee witnessed first hand how former Dean Elena Kagan improved student life by renovating Harkness Commons to make it more amenable to students.

“The Harkness renovation had as much to do with the morale of the students and the collegiality of the community as anything,” Lee says. “It gave the folks a nice space to gather, and I think Harvard could use a space like that that isn’t limited to the Law School—that there be some common space where the university could come together on some basis.”

Another of Lee’s stated goals is improved communication.

At WilmerHale, Lee expanded the audience for his “state of the firm address” from including only partners to every layer of the firm’s employment. Likewise, Houghton raises the possibility of an annual letter to the community from the Corporation as a potential recommendation stemming from the governance review.

“It seems to me that once a year the Senior Fellow probably should make some kind of a report to the University in general about what the Corporation has been focusing on,” Houghton says.

At WilmerHale, Lee says he saw no reason not to include the community in his speech. This tendency toward openness and transparency, if applied to the Corporation, could lead to a shift in relations between the body and the larger Harvard community.

The Corporation has garnered a reputation as a shadowy guardian of the University and its finances, but in reality, members say, it serves most frequently as a sounding board for the President and her initiatives in addition to its decision making power.

“There was a time when there was almost a collective presidency because the Corporation was so accessible to the President,” Reischauer says. “The idea that we could or should play that kind of role today is both fanciful and undesirable.”

Though the governance review is still underway with conclusions as of yet unknown, Business School professor and governance expert Jay W. Lorsch points out the remarkable longevity of Harvard’s governance structure thus far.

“It is a tribute to the strength of the original design that the Corporation has been able to do what it has done for the last 300 years,” Lorsch says. “Clearly there may be some need for change, but that’s something for the Corporation to think through.”

But this moment in the Corporation’s history—when a long-time leader is about to depart and a fresh face is set to join its ranks as the University contemplates its direction going forward—may be a turning point.

“I’m now old enough that I’ve seen four major economic downturns and every time there is an economic tsunami, the vision and strategic plan of an institution always gets questioned and the people who are leading the institution get questioned,” Lee says. “That’s healthy and part of what institutions are.”

—Staff writer Elias J. Groll can be reached at egroll@fas.harvard.edu.

—Staff writer Elyssa A.L. Spitzer can be reached at spitzer@fas.harvard.edu.

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