Letter to members regarding the composition of the Academy Board of Directors
To my fellow Academy members:
Earlier this year I asked the Academy’s Strategic Planning Committee to examine the composition of the Academy Board of Directors. The purpose was to determine what, if any, changes might be appropriate to better serve the interests of the Academy.
The Academy Board consists of “Regular Directors” elected by Academy members, and “Special Directors” who are selected by the Board because their “presence on the Board is deemed helpful to the Academy.” The Academy Board has, in the past, routinely filled these Special Director seats with the current presidents and presidents-elect of our sister U.S.-based actuarial organizations. Once appointed, Special Directors have the same fiduciary duty to the Academy as any other director, including the duty of acting in the best interests of the Academy.
This is a challenging role for anyone, because it requires someone with a duty of loyalty to one organization to take off that “hat” and take on a duty of loyalty to the Academy when acting as an Academy Board member. Recent changes in the profession have made it increasingly difficult for a single individual to serve two different organizations. After careful review, the Strategic Planning Committee determined that appointing representatives of other actuarial organizations as Special Directors is no longer in the best interests of the Academy.
This determination is based solely on the inherent challenges of the role and the best interests of the Academy – it has nothing to do with the specific individuals who have served as Special Directors. Many have served the Academy well in the past, but times have changed, and the Strategic Planning Committee concluded that this is no longer the best Board structure to meet the current needs of the Academy.
The Strategic Planning Committee recommended to the Academy Board of Directors that those Special Directors who are representatives of other actuarial organizations be removed from the Board at the end of the current Academy year. The Board voted to accept this recommendation. Accordingly, as of the close of the Academy’s Annual Meeting on November 4, there will no longer be representatives of other actuarial organizations on the Academy Board of Directors. The full text of the Board motion and the Committee’s recommendation are attached below.
The Academy Board has not abolished the position of Special Director or altered the number of seats designated for Special Directors. The Board has in recent years elected a limited number of “outside” individuals – either non-actuaries or actuaries from outside the U.S. – as Special Directors. These initial experiments have been successful in bringing valuable outside perspectives to Board deliberations. I will shortly be asking the Strategic Planning Committee to continue its study of Board composition, including evaluating the optimal number of outside directors, and to provide the Board with recommended guidelines for identifying those outside directors who will be most helpful to the Academy.
I would like to extend my personal thanks to the Committee for the excellent work they did in studying this issue. The Strategic Planning Committee was chaired by our President-Elect, Bob Beuerlein. All of the members of the Committee are current Board members, except for the incoming president-elect designate, Steve Alpert. We were fortunate to have on the Committee three former Special Directors of the Academy (from three different U.S.-based actuarial organizations). The combined Academy Board service of the Committee totals 34 years, with service starting as early as 1987.
Motion Adopted by the Board on October 13, 2016
That the Board adopt the recommendations contained in the report of the Strategic Planning Committee to remove those serving as special directors on the Academy Board who are representatives of other actuarial organizations, effective at the close of the 2016 annual meeting of Academy members.
Recommendations of the Strategic Planning Committee
The Strategic Planning Committee (SPC) has concluded that the positions of the special directors who are representatives of other actuarial organizations should be eliminated.
The basis for our recommendation is provided below.
Given the inherent conflict of interest which exists, the SPC believes that it is impossible to serve as a representative of another organization and on the Academy Board; therefore this recommendation should be adopted by the Board at its next meeting to be effective at the end of the next annual meeting of the members on November 3, 2016.