Regents Policy 7107: Policy on Appointment and Compensation of Officers of the Regents with Dual Reporting Obligations to the Board of Regents and to the President of the University

Approved January 25, 2018

POLICY SUMMARY/BACKGROUND
In response to the independent fact-finding review of the Office of the President’s handling of campus survey responses to the State Auditor, the Regents reviewed their governing documents and hereby adopt revisions that are intended to clarify and strengthen the independence of those officers with a dual reporting relationship to the Board of Regents and to the President of the University.

POLICY TEXT
A. Appointment
In accordance with Bylaw 23.2 (c) appointment (including temporary appointment or acting or interim status) of the General Counsel, the Chief Compliance and Audit Officer and the Chief Investment Officer, shall be voted by the Board upon joint recommendation of the Chair of the Board and the President of the University, following consultation with an appropriate Standing Committee or Subcommittee Chair, as determined jointly by the Chair of the Board and the President, or with a search committee established for that purpose.

Any search committee established for the purpose of searching for and/or recommending selection of the General Counsel must include, at a minimum, the Chair of the Board, the Vice Chair of the Board, the President of the University, and two additional Regents. Any search committee established for the purpose of searching for and/or recommending selection of the Chief Compliance and Audit Officer must include, at a minimum, the Chair of the Board and the Chair of the Compliance and Audit Committee. Any search committee established for the purpose of searching for and/or recommending selection of the Chief Investment Officer must include, at a minimum, the Chair of the Board and the Chair of the Investments Subcommittee. The appointment of the General Counsel, the Chief Compliance and Audit Officer and the Chief Investment Officer requires the recommendation of the Chair of the Board and the President of University and the approval of the Board.

B. Compensation
1. The appointment compensation of the General Counsel shall be determined by the Board upon the joint recommendation of the Chair of the Board and the President of the University. Any increase or decrease in base salary shall require the joint recommendation of the Chair of the Board and the President and the approval of the Regents.

2. The appointment compensation of the Chief Audit and Compliance Officer shall be determined by the Board upon the joint recommendation of the Chair of the Board and the President of the University, in consultation with the Chair of the Compliance and Audit Committee. Any increase or decrease in base salary shall require the joint recommendation of the President and the Chair of the Board, in
consultation with the Chair of the Compliance and Audit Committee and the approval of the Regents.

3. The appointment compensation of the Chief Investment Officer shall be determined by the Board upon the joint recommendation of the Chair of the Board and the President of the University, in consultation with the Chair of the Investments Subcommittee. Any increase or decrease in base salary requires the joint recommendation of the Chair of the Board and the President, in consultation with the Chair of the Investments Subcommittee and the approval of the Regents.