Statement of Trustee Roles & Responsibilities

Revised for May 2003


Founded in 1794, Bowdoin College is an independent, non-sectarian, highly selective, coeducational, residential, undergraduate liberal arts college located in the town of Brunswick on the coast of Maine. Bowdoin is an institution of national scope and quality. Its goal is to provide a liberal education of the highest order to students of high intelligence, energy and enthusiasm. It seeks to develop in them the power to read with critical perception, think coherently, write effectively, and speak with force and clarity so that they may become leaders of society.

In August 1996 the College shifted its governance structure from bicameral to unicameral. There are currently 47 Trustees. By 2005 the number of trustees serving on the Board will be no more than 45, including the president.

The Board of Trustees has fiduciary responsibility for the governance of the College, serving to oversee and shape its broad policies. The president is the chief executive officer of the College and is also a trustee. The president and his or her senior staff are responsible for the implementation of College policy.

The role of a trustee involves serious work and a significant time commitment. The Board meets three times a year for 1 ½ to 2 days, usually on campus, in October, February and May. A strong committee structure provides the framework for the Board to oversee the important functions for which it is responsible. Most committee meetings occur during regularly scheduled Board meetings, while some meet at other times and locations. Trustees typically serve on two committees.

The trustees are a highly-accomplished, dedicated, and lively group of people who share an uncommon loyalty for, and commitment to, Bowdoin College and its status as one of the best colleges of its kind in the country. For these reasons, the College has high expectations for the effectiveness of its Board and for the contribution of its individual members. The Statement of Trustee Roles and Responsibilities is intended to familiarize trustees with the expectations for service on the Board and the mandate of each Board committee.

As stated in the By-Laws, trustees serve terms of five years and may be elected for more than one term. It is expected that most trustees would serve two terms, some would serve three, and a few would serve more than three terms. Maintaining an effective Board requires a balance between adequate trustee turnover to gain fresh perspectives, and longevity of service to benefit from experience and institutional memory among its members. A trustee’s service on the Board is not ordinarily expected to extend beyond the 75th birthday.

Once a board member’s active service has ended, there is a long-standing practice of electing members in good standing to emeritus status. Emeriti are invited to attend meetings (without vote), serve on committees (if asked), receive information, and attend special programs or other events that give them the opportunity to be engaged with the College and its leadership.

General Governance Responsibilities

The primary responsibility of the Board of Trustees is to provide policy oversight that will enable Bowdoin College to continue as a leading liberal arts college in the United States.

In that capacity, trustees must serve as fiduciaries to protect the financial, physical and other assets of the College, balancing the needs of current and future generations of College constituents. Trustees have a responsibility to ensure that long-range planning is integrated into the Board and Committee processes.

Trustees are expected to support the College financially by taking the lead in gift-giving, thereby setting an example for others in the Bowdoin family. Trustees, in accordance with their capacity to do so, are expected to make Bowdoin one of their highest charitable-giving priorities, and should contribute to the College financially.

To perpetuate strong leadership of the College, trustees are responsible for selecting the President of the College; for providing advice on issues, operations, and staffing as required by the President; and for providing support for the President’s efforts to lead the College and implement policies adopted by the Board. Trustees also provide constructive critique of the President on an ongoing basis and determine appropriate compensation for the President.

The Board, through the Committee on Trustees, selects new Trustees. Each Trustee is expected to prepare for and participate in Board meetings and in committee meetings to which they are assigned. During plenary and committee discussions, every Trustee should apply independence of judgment, foster a healthy and open exchange of ideas, and respect divergent opinions. Independence of judgment entails freedom to express views that differ from those of the College administration or with the apparent “majority” view, and to communicate a trustee’s own view at meetings, or privately to the Board chair or committee chairs, as appropriate under the circumstances.

Trustees represent the College to its multiple constituencies, so that non-trustees may better understand the role and responsibilities of the Board and the process and substance of Board policies and decisions. However, trustees should defer to the President or the Board chair as official public spokespersons of the College. Trustees should maintain an appropriate degree of confidentiality concerning Board and committee processes.

Description and Role of Trustee Committees

The By-Laws have established the following standing committees of the Board:


Committees may establish subcommittees from time to time. The President may establish ad hoc committees, comprising Trustees and other members of the College community. The Board Chair establishes a Presidential Search Committee when necessary.

Executive Committee

In addition to providing general advice and guidance to the President and senior staff at quarterly meetings, the Executive Committee assesses the performance of the president annually, conducting a regular program of review. The committee determines appropriate compensation for the President, and reviews with the President his or her compensation recommendations for other senior officers of the College. When necessary, the committee has the authority to act on behalf of the full Board except on a few, major responsibilities spelled out in the By-Laws.

Academic Affairs

Oversee the quality of the College’s academic programs and curriculum, and review and approve faculty tenure decisions, with emphasis on the integrity of the tenure review process.

Admissions and Financial Aid

Determine policies related to admissions standards and criteria and financial aid -- while recognizing Bowdoin’s mission to provide access to all qualified students, regardless of ability to pay -- in relation to Bowdoin’s financial resources.

Audit

Oversee accounting policies and procedures to ensure that the College’s financial statements present fairly and accurately the financial status of the College, and to ensure that all trustees are aware of issues that relate to their role as College fiduciaries. In addition, the committee is responsible for the periodic assessment of the qualifications and independence of the College’s external auditors.

Development and College Relations

Oversee policies and procedures and, in conjunction with the Administration, lead the effort and ensure the effectiveness of the College’s fund-raising, alumni affairs, and public affairs program. Committee members are expected to engage actively in all aspects of fund-raising, including solicitation of funds. However, all Trustees are expected to support the College financially by taking the lead in giving to Bowdoin.

Facilities and Properties

Establish priorities and recommend the allocation of resources necessary to protect, preserve and, where appropriate, expand the College’s physical assets, including buildings, grounds, and other properties, in the context of the architectural and historic heritage of the Bowdoin campus.

Financial Planning

Oversee the College’s long-range financial planning policies, including the establishment of annual tuition levels, endowment spending (in conjunction with the Investment Committee), annual budgeting, debt policy and human resources matters, in order to ensure the adequacy of financial resources for present and future generations of Bowdoin constituents. Review the preparation of the annual operating and capital budgets, and recommend those documents to the full Board for approval. With the staff, periodically review and compare the College's financial results against the budget and determine if any corrective action may be necessary to maintain financial equilibrium.

Investment Committee

Establish investment policy and, in conjunction with the Financial Planning Committee, spending policy, so that the endowment will provide a meaningful, sustainable flow of funds to support the current academic mission of the College while preserving the purchasing power of the endowment to provide support for future programs. The investment staff works in conjunction with committee members to implement investment policy. The staff oversees the daily operations of the endowment.

Student Affairs

Oversee policies that promote the social, moral, and leadership development of Bowdoin students in the context of a pluralistic residential college community. Areas of focus include residential, social, cultural, community service and athletic activities, and the general physical, psychological and spiritual well-being of students. The Subcommittee on Multicultural Affairs reviews the College's activities that strengthen Bowdoin as a pluralistic community.

Committee on Trustees

Assure that the Board of Trustees provides effective governance for the College. The Committee determines a desirable profile for the membership of the Board; evaluates prospective Trustees candidates and recommends them to the Board for approval; orients new Trustees; provides continuing education and development for Trustees on governance matters; evaluates the performance of the Board and of individual Trustees; and makes recommendations for honors through the Subcommittee on Honors. It also considers policies and activities with respect to Emeritus members of the Board.

Rev. 4/29/03