Governance reform

14 April 2014

Eva Adams“The world as we have created it is a process of our thinking. It cannot be changed without changing our thinking.” ― Albert Einstein

Genesis

For the storied centurial walls of the redoubtable Cosmos Club, the arrival of AIP’s Chair, Corporate Secretary, and Corporate Strategist spawned an unlikely déjà vu, harkening to a meeting eight decades earlier purposed to make AIP rather than remake AIP. Of course, in 1931 women weren’t even allowed to enter by the front door, the Corporate Secretary would never have arrived, as he did, without his tie, and laptop-generated charts would not be found in such a fine establishment. Now, almost four years hence, the original pipedreams have come to seem so matter of fact that the memory of how earth shattering they first appeared might be lost to the passages of time, if not for the timeless consciousness of the Cosmos Club. 

Amid that initial discussion, several considerations emerged: Over the decades of AIP’s existence, despite tremendous changes in the scholarly publishing environment and the evolution of AIP’s outreach and Member Society programs, there were no extended studies and subsequent adaptations of AIP’s governance. The AIP board may have grown too large and cumbersome and as a result, neither the board nor management saw the value of collaborative strategic planning. AIP’s several-decadal trajectory towards a collision between the desires of its Member Societies and the managerial autopilot seemed a result of a board–management disconnect, originating in the odds of effectively engaging 40-plus board members. It seemed just as apparent that this strategic disconnect explained AIP’s willingness to cling to an anachronistic publishing business model in the face of increasing commercial encroachment. Consequently, Lou Lanzerotti, chair of the AIP Governing Board, decided to probe these perceptions by converting the informal discussion initiated by Eva Adams and joined by Ben Snavely into a three-person Governance Task Force for the purpose of leading a governance review. 

AIP Governing Board March 2014

Process

While more and more corporate and nonprofit boards realize they have a duty to lead, many find themselves hampered by deeply engrained structures, cultures, and practices. The statistical track record of governance reform is not great, with many efforts failing to get out of the starting gates. Facing the challenge and welcoming the opportunity, the AIP Governing Board commissioned a Special Committee of the AIP Governing Board to work with the Governance Task Force. Among the individual efforts of the Special Committee members, Kevin Marvel and Michael Duncan took on lead roles in packaging and presenting final proposals. 

The task force sought to proceed in a highly deliberative and transparent manner. A multiyear process was envisioned, with clear goals and a rich feedback loop from AIP board members, Member Societies (including their boards and members), and other important stakeholders. In view of the novelty this effort represented, the task force called on governance experts and other advisors (notably, Michael Daigneault of Quantum Governance and Suzanne McDowell of Steptoe and Johnson) to educate and guide the board in self-assessment, identifying gaps between AIP’s governance and modern-day best practices. The board self-assessed its effectiveness and the results pointed to underlying issues that worked against the board’s overall effectiveness and strategic efficacy. The board concluded that its size, structure, and composition significantly hindered its performance, specifically its ability to fulfill its fiduciary duties and engage in strategic planning. Also evident was a need for adding a small number of experts and independent board members.

Results

Opening the door to a new era at AIP, the first governance change took place in November 2012. To improve the efficiency of decision-making on publishing issues, the board created a separate entity to conduct AIP’s scholarly publishing activities: AIP Publishing LLC. With scholarly publishing undergoing major changes, the board wanted to empower the publishing group to be able to respond rapidly to changes in the marketplace. Thus the AIP Publishing LLC Board was designed to ensure that it was right-sized and included a balance of perspectives, expertise, and engagement. At that time, the board also added Fred Dylla, AIP’s CEO, to the task force as it took on the implementation of the LLC.

AIP Governing Board members March 2014With the establishment of a distinct board for the LLC, the AIP Governing Board turned to mission review and proposals for further transformation. Meanwhile, Ben Snavely retired after 14 years of dedicated service to AIP and was replaced by Judy Flippen-Anderson on the Governance Task Force, leaving Ben still present in spirit when on March 28, 2014 the board took seminal actions. First, the board passed a resolution adopting a revised AIP mission and scope. Second, the board also adopted a new governance framework that would shrink the board from its current size of approximately 40 to a new size of 15. It provides each society one designee while streamlining the decision process and allowing for the federation’s growth. The new framework should enable a more engaged board to operate more effectively and strategically. For the Governance Task Force, the Special Committee, the AIP Governing Board, and Member Societies, there remains the task of codifying this framework in AIP’s governance documents, a task to be completed by the end of this year. Ultimately, the transformation will empower AIP’s Member Societies to succeed and thrive as a federation of societies dedicated to serving and advancing the physical sciences.