responsibility of the president currently are handled, in whole or in part, by the chair and the ICOC. One-quarter or 12 of 53 of the staff report to the chair, while Proposition 71 states that one of the president’s responsibilities is to “direct ICOC staff” and “to hire, direct, and manage the staff of the institute.”10 The committee believes good governance requires that the board delegate more authority and responsibility for day-to-day affairs to the president and senior management.

As noted earlier, the committee’s concerns with respect to the CIRM governance structure have been voiced previously by others. The Little Hoover Commission called for CIRM and the Legislature to eliminate overlapping authority between the chair and president and to improve the clarity and accountability of each. The Commission stated that “the board chair position, as structured, conflates day-to-day management with the independent oversight that the board is supposed to provide, straddling the roles of accountability and operations” (LHC, 2009, p. iii). It stated further that

To strengthen lines of communication and provide clear direction for the agency, the co-CEO management approach at CIRM should end, with the agency president placed in charge of all operations and the chair fulfilling only oversight duties, external affairs and board administration. The administrative limits set in Proposition 71 require a careful allocation of staffing and resources: the current overlapping roles of the president and the board chair complicate this effort, creating multiple reporting channels and functional redundancy. (LHC, 2009, p. iv)

This recommendation was echoed by the EAP, which called for clarity in roles and responsibilities between these two positions, particularly with regard to strategic direction, policies, international partnerships, funding decisions, public communications, and oversight. EAP member Alan Bernstein reported to the committee that:

In most organizations, the role of the Board is to deal with governance issues, including approving the vision, mission and strategic plan, oversee broad directions, policies, integrity, etc and to recruit the president/CEO. It is typically the president’s/CEO’s role to oversee the management of the organization, guide the board’s strategic discussions, etc. These roles can frequently become somewhat blurred during the start-up phase of an organization. As an organization starts to mature, it is important for the Board to step back, allowing the CEO and his/her executive to assume the roles and functions normally associated with management. Although we had not been asked to comment directly on this issue, our sense was that CIRM was evolving from its initial start-up phase into phase 2 and hence it would be important and timely for the Board and senior management

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10California Stem Cell Research and Cures Initiative, Proposition 71 (2004) (codified at California Health and Safety Codes § 125291.10-125291.85).



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