The California Institute for Regenerative Medicine Science, Governance, and the Pursuit of Cures (2013) / Chapter Skim
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3 CIRM's Governance Structure
3 CIRM's Governance Structure
Pages 51-74
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From page 51... ...
1 Senate Bill (SB) 1064 left unchanged the existing membership composition of the Independent Citizens Oversight Committee.
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From page 52... ...
. The only seats on the ICOC that were specifically to be filled by individuals without a direct stake in the activities of CIRM were the four seats for executive officers of California-based life sciences companies, who by law could not come from entities that were actively engaged in stem cell research or that had been awarded or applied for CIRM funding at the time of appointment.
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From page 53... ...
The Scientific and Medical Facilities Working Group, although important in the early stages when CIRM was financing the building of new facilities for stem cell research, is now inactive (CIRM, 2009b)
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From page 54... ...
.5 To some extent, this allocation follows from the original language of Proposition 71: the chair is directed "to manage and optimize the institute's bond financing plans and funding cash flow plan" and "to interface with the California Legislature, the United States Congress, the California health care system, and the California public," while specific directives for the president begin with the provision of staff support for the ICOC and working groups and then list responsibilities for internal management, budgeting, and compliance.6 These somewhat unique arrangements reflect, in part, the unique origins of CIRM that relied on sustaining a very broad and effective coalition of patient advocates, scientists, and leaders of important research institutions. Although the committee believes that the structure served the institute well in its first several years, there are reasons to consider some changes going forward.
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From page 55... ...
As the passage of SB 1064 demonstrates, when CIRM and the California legislature work together in 7 Senators Kuehl and Runner authored the proposed and subsequently vetoed California bill SB 1565, which would have enacted intellectual property policy provisions covering research funded by CIRM and would have asked the Little Hoover Commission to review CIRM's governance. When the bill was vetoed, the senators wrote a letter directly to the Commission to request the study.
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From page 56... ...
Chair Elected by the Commissioner of Commissioner of the Elected from Elected from ICOC following Health Department of Public membership by board membership by board nominations Health members members by California constitutional officers
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From page 57... ...
Ratio of Members at 14/28 4/9 3/12 7/15 0/11 Recipient Institutions to Total Board Membersb aThe Empire State Stem Cell Board consists of two committees: the funding committee and the ethics committee. Information is provided here for the entire board, except for the ratio of members at recipient institutions to board members, which includes only funding committee members for comparability with the other state programs.
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From page 58... ...
The committee recognizes that the Institute's current governance structure, as designed by Proposition 71, may have been appropriate at the start of the endeavor and contributed to its early success. Proposition 71 was passed at a time when stem cell research faced considerable political opposition at the federal level, making it important to protect the Institute from potentially hostile political oversight.
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From page 59... ...
, by themselves, these new position descriptions do not deal with the challenge of allowing the ICOC to provide independent oversight of management. Without such separation of duties, CIRM and the California taxpayers, who will repay the public funds that CIRM is expending, are deprived of the benefits of objective oversight that an independent board can provide.
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From page 60... ...
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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From page 61... ...
As noted above, Proposition 71 assigns considerable responsibility for CIRM operations to the chair: The chairperson's primary responsibilities are to manage the ICOC agenda and work flow including all evaluations and approvals of scientific and medical working group grants, loans, facilities, and standards evaluations, and to supervise all annual reports and public accountability requirements; to manage and optimize the institute's bond financing plans and funding cash flow plan; to interface with the California Legislature, the United States Congress, the California health care system, and the California public; to optimize all financial leverage opportunities for the institute; and to lead negotiations for intellectual property agreements, policies, and contract terms.8 By contrast, Proposition 71 charges the president with overseeing staff support for the ICOC and its working groups, in addition to serving as chief executive of the Institute and overseeing its staff: 8 Proposition 71, 125290.45. ICOC Operations, 4.b.1.A.
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From page 62... ...
CIRM's Internal Governance Policy also calls for the president and chair to jointly recommend an organization chart to the Governance Subcommittee, and assigns to the chair employment and compensation authority for staff in the Office of the Chair. In addition, the policy delegates responsibility for public communication to the chair and responsibility for scientific communication to the president, with a director of public communications reporting to the chair (CIRM, 2011a,b,c)
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From page 63... ...
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 10 CaliforniaStem Cell Research and Cures Initiative, Proposition 71 (2004) (codified at California Health and Safety Codes § 125291.10-125291.85)
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From page 64... ...
The committee agrees with the Little Hoover Commission and the EAP that the current governance structure gives the board and chair too much involvement in dayto-day operations to the detriment of their ability to provide independent oversight. Recommendation 3-1.11 Separate Operations from Oversight.
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From page 65... ...
The board should include representatives of the diverse constituencies with interests in stem cell research, but no institution or organization should be guaranteed a seat on the board. To bring fresh perspectives from diverse representatives while maintaining continuity, the ICOC should phase in a plan to stagger members' terms.
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From page 66... ...
It should include representa tives of the diverse constituencies with interests in stem cell research, but no institution or organization should be guaranteed a seat on the board. Consideration should be given to adding members from the business community.
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From page 67... ...
Properly understood, conflict of interest is not misconduct, but bias 13 California Stem Cell Research and Cures Initiative, Proposition 71 (2004) (codified at California Health and Safety Codes § 125291.10-125291.85)
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From page 68... ...
These members include representatives of institutions that seek CIRM funding and representatives of disease advocacy groups with missions that might be affected by the allocation of CIRM funding. Although this conflicted board composition is specified and sanctioned by the terms of Proposition 71, it raises questions about bias that could distort the decisions made by ICOC members in their role as stewards of the interests of the taxpayers who will have to repay the borrowed funds that CIRM is spending.
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From page 69... ...
. The Little Hoover Commission in its report indicated that "the board lacks truly independent voices to balance out those of interested board members.
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From page 70... ...
Although this profile of the ICOC was understandably designed to include representatives from a broad range of those most concerned and most knowledgeable regarding the future of regenerative medicine, they also were the constituencies expected to benefit most directly and immediately from CIRM's grants. These features make a certain amount of sense as a reflection of CIRM's origins and the challenges it faced in its early years.
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From page 71... ...
An important theme of the committee's governance recommendations is for CIRM to transition from the governance structure initially outlined in Proposition 71 to one the committee believes would better serve the interests of the citizens of California and the field of regenerative medicine. The committee fully appreciates that even in the best of circumstances, such a transition, if done thoughtfully, can take place only over time and that there may be challenges and resistance to any proposed changes.
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From page 72... ...
Institute of Medicine Committee on a Review of the California Institute for Regenerative Medicine online questionnaire launched on February 6, 2012. LHC (Little Hoover Commission)
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From page 73... ...
Pre sentation at the 2nd IOM meeting of Committee on a Review of the California Institute for Regenerative Medicine (CIRM) , January 24, San Francisco, CA.
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From page 74... ...
Torrence Direct Reporting Structure April 2012 A double box signifies that the position is responsible for one of the offices specified in the Internal Governance Policy.
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