can provide truly independent oversight and evaluation of management, strategic planning, and broad direction for resource allocation.

While organizations such as the National Association of Corporate Directors provide guidance regarding the functions and benefits of an independent board, the committee is not aware of similar guidance for not for profit boards. However, the committee believes that the independence of the board is all the more important for a state agency supported by tax payers.

In the corporate governance setting, a typical concern is that excessive management control of the board may threaten the board’s independence (Investopedia, 2008), while in the case of CIRM, the greater concern may be that the board itself is performing management functions. Either way, however, the board is compromised in its ability to serve as an independent check on the actions of management.

Prior groups evaluating CIRM have also suggested that CIRM should separate the roles and responsibilities of the ICOC from those of staff, delegating some of its current functions to management as is consistent with good governance practice. The EAP report suggests that the role of the ICOC should be limited to strategy setting and oversight. It states

The CIRM Governing Board has had a very hands-on approach to CIRM in its first six years. This approach is appropriate for start-ups, especially one that is publicly funded and accountable such as CIRM. As CIRM transitions to Stage II, we believe this is an appropriate time for the Governing Board to examine its role and composition, mindful of the legal reporting, fiduciary and accountability requirements of the state of California. (EAP, 2010, p. 11)

Results of the 2011 survey of the board commissioned by the ICOC itself suggest that some board members agree with the above external assessments of the board’s performance and the appropriateness of its current management role. Fully 90 percent of the board members stated that the board was too involved in operations and administrative/management details (Remcho, Johansen & Purcell, LLP, 2011). The attorneys who were commissioned to carry out the survey provided their own recommendation for addressing this concern within the strictures of Proposition 71: they suggested that the board could use its discretion with regard to its statutory duties to shift functions to the staff. They offered two models: a partnership model in which the chair and vice chairs would carry out their duties in partnership with the president, or a delegation model in which the board could request that the chair and vice chairs delegate duties to staff to the extent permitted by law, with the board playing an oversight rather than an operational role. Yet while these suggestions may offer a short-term solution to the legal constraints that CIRM believes currently prevent it from



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