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Election Slates and Divestment Developments

1.9.20

Photograph of Loeb House, Harvard University

Loeb House, where the Corporation and Board of Overseers conduct their University business
Photograph by Harvard Magazine/JC


Loeb House, where the Corporation and Board of Overseers conduct their University business
Photograph by Harvard Magazine/JC

The Harvard Alumni Association-nominated 2020 slate of candidates for the Board of Overseers and HAA’s own elected directors was announced today. The separate effort to nominate a slate of candidates by petition to the Office of the Governing Boards—in support of a dual platform advocating changes in the composition and functions of the Overseers, and divesting any endowment assets related to fossil fuels and modifying University investment policies—is proceeding against a February 1 deadline to submit signatures. And the debate over divestment that dominated Faculty of Arts and Sciences (FAS) meetings during the fall semester, echoing student and alumni activism, appears headed to a vote at the next such gathering, in early February.

With the turning of the calendar, the state of play during the spring term is coming into focus, suggesting, at a minimum, continued intense activity focused on these issues.

The HAA Slate

Each fall, the HAA’s Committee to Nominate Overseers and Elected Directors convenes for a couple of working days to vet possible candidates—typically, according to HAA executive director Philip Lovejoy, 300 or more prospects: from prominent alumni and those who put their own names forward to prospects gleaned from outreach throughout the Harvard community. The committee itself, appointed by the HAA’s executive committee, includes three current or recent Overseers and as many as 10 alumni—including, Lovejoy said, at least two graduates from within the past decade and a half. The current committee chair is Tracy P. Palandjian ’93, M.B.A. ’97, a past vice chair of the Overseers’ executive committee and a member of the search committee that selected Lawrence S. Bacow as Harvard president in 2018.

Lovejoy noted that the vetting process for Overseer candidates aims to present a “carefully crafted” slate of nominees who are interested in serving on a body that is “not your traditional fiduciary board”—because the Overseers are not Harvard’s policymaking trustees. (The President and Fellows of Harvard College, known as the Corporation, exercise those fiduciary responsibilities.) Instead, he continued, the Overseers’ function focuses significantly on “visitation” (examining and evaluating the schools’ and departments’ academic condition), and it traditionally has been “collaborative and consensus-driven.”

A document explaining “Expectations of Service,” dated 2016 and newly posted on the Overseers’ webpage, notes, among other criteria, that “each Overseer is expected to advance the interests of the University as a whole, taking into account interests of various constituencies while recognizing that a board member’s paramount responsibility is to the University rather than to particular schools, departments, programs, or individuals.” It further observes that Overseers recognize that “the responsibility for speaking on behalf of the Board of Overseers belongs to the president of the Board, not to individual members unless requested, and that the responsibility for speaking on behalf of the University and the Governing Boards belongs to the president of the University, the senior fellow of the Corporation and the president of the Board of Overseers, or their designees, not to individual Overseers unless requested.” Taken together, those expectations clearly suggest that advocacy for any particular issue, or resorting to an independent voice in pursuit of such an agenda, is considered beyond the bounds of acceptable conduct for an Overseer.

[Editor’s note, January 9, 2020, 4:10 p.m.: Some readers have suggested that the prior sentence may be interpreted to mean that Overseers are expected not to speak out about issues or to lend their expertise to the Board’s or the University’s deliberations. That impression was certainly not intended, and is in fact contrary to the “Expectations” guidance. The HAA committee seeks as Overseer nominees distinguished individuals whose expertise and judgment are valuable to the Board and to Harvard: as the document states, Overseers are expected to contribute “to reasoned deliberations by exercising careful and independent judgment, offering thoughtful, broad-based, and candid comments, asking probing questions,” and more, all while “respecting the views of others, and maintaining the collegial character of the Board’s discussions.” What the language in the sentence aimed to convey is that Overseers, like the members of any board of any organization, are expected to bring to their work the institution’s interests and needs, rather than making some narrow, personal, or external agenda the aim of their service. And as on any board, members agree who among them will serve to speak externally on its behalf: in the Overseers’ case, the president of the board, and on the University’s behalf, the president or senior fellow of the Corporation. Internally, of course, individual Overseers are there because they bring their knowledge and expertise to the Board’s deliberations, on behalf of Harvard. We regret any misinterpretation our too-succinct paraphrase may have conveyed.]

As a principle of “good governance,” Overseers are also reminded that their role is “one of oversight, not management” and that they are to exercise that responsibility “in ways that respect the difference between serving as a board member and serving in an executive capacity.” (That would obviously apply to a Corporation member, as well, of course—although Corporation members have nonexecutive policymaking and fiduciary responsibilities that are beyond the Overseers’ realm.)

This year’s slate, emerging from HAA’s nominating process, Lovejoy said, is intended to reflect the committee’s view of the University’s current challenges and opportunities, and to present to alumni voters a cohort of candidates with varying professional experiences, Harvard educational backgrounds, geographic roots, and diverse personal backgrounds. The eight nominees, contending for five positions, are:

  • Raphael William Bostic ’87, president and CEO, Federal Reserve Bank of Atlanta 
  • Katherine Collins, M.T.S. ’11, head of sustainable investing and portfolio manager, Putnam Investments 
  • David H. Eun ’89, J.D. ’93, chief innovation officer, Samsung Electronics 
  • Susan Morris Novick ’85, senior vice president, Merrill Lynch, and freelance journalist
  • Diego A. Rodriguez, M.B.A. ’01, executive vice president and chief product and design officer, Intuit Inc.
  • Tracy K. Smith ’94, Berlind professor of the humanities, Princeton, and past poet laureate of the United States
  • Miki Uchida Tsusaka ’84, M.B.A. ’88, managing director and senior partner, Boston Consulting Group
  • Ryan Wise, Ed.L.D. ’13, director, Iowa Department of Education, and dean-designate, Drake University School of Education

Both Rodriguez (since 2018) and Wise (since 2019) are already members of the Board, completing unexpired terms of Overseers who concluded their service early. Novick is an HAA-nominated member of the Harvard Magazine Inc. board of directors. Additional information about the Overseer nominees, including their places of residence, and about the nine candidates for six HAA elected directorships, is included in the University announcement, available here.

No doubt reflecting the campus debates about climate change and divestment, both Overseer nominee Collins and elected-director nominee Santiago Creuheras, senior consultant on sustainable infrastructure and energy at the Inter-American Development Bank, are professionally engaged in related work.

The Petitioners’ Campaign, and Platform

Harvard Forward, unveiled last November, has proposed a dual platform of changes in the structure and operations of the Board of Overseers (what it termed “inclusive governance and student voices”) and “climate justice and responsible investing,” with details of the latter to be disclosed at some point in the future. As reported, the five candidates range from an Amazon employee to a civil-rights lawyer and an Environmental Protection Agency staff member. Now, early in the new year, the elements of the petitioners’ divestment and climate-change agenda have been unveiled (see below).

But the first hurdle to bringing that slate and its agenda forward remains: the Harvard Forward candidates are the first such cohort to seek nomination since the rules for petitioning were changed in September 2016 (following the “Free Harvard/Fair Harvard” petition slate that campaigned the previous spring against the College’s admissions procedures). As reported, the changes adopted then nominally simplified petitioning by moving from paper-based signature forms to an online procedure—but also raised the threshold required to get a place on the ballot, from 200 eligible voters to 1 percent of those eligible (then, about 2,650 names, and increasing each year with successive cohorts of graduates; the current requirement is 2,936).

Of note, the Harvard-supplied information about the petition route to candidacy, limited and opaque heretofore (“Candidates may also be nominated through petition by obtaining a prescribed number of signatures from eligible degree holders by a specified date”), was fleshed out somewhat in time for today’s announcement. The Harvard Elections webpage now explains, “Candidates for Overseer may also be nominated by petition, by obtaining a prescribed number of signatures from eligible voters (in the amount of at least one percent of the number of eligible voters in the prior year’s election) by a specified date (this year, February 1, 2020).”

In practice, Harvard Forward representatives have described the online petition process as cumbersome and time-consuming—so much so that they would even prefer to have been bound by the archaic procedures involved in the prior, paper-based process, particularly given the much larger number of nominating signatures required. Nathán Goldberg, Harvard Forward’s strategist/policy adviser, reported this week that the campaign had complained to the Board late last year that the online mechanism is actively “deterring alumni who support our slate from nominating them.” The online-petition tool on its website warns that the 10-step process “will take about 15 minutes (unfortunately).” He said that given the February 1 deadline and the logistical challenges, Harvard Forward volunteers plan to solicit signatures in dozens of cities during the HAA Global Networking Night on January 15.

As they prepare to do so, Harvard Forward has fleshed out its climate-change and divestment-related positions. They include:

  • “complete and swift divestment from fossil fuels”;
  • “more transparent and robust processes for developing investment guidelines”; and
  • “increased support for climate-focused initiatives, research, and education”—the accompanying academic priorities.

• On divestment per se, the platform asserts, “Harvard must completely and swiftly divest all of its assets from fossil fuels.” Divestment, it continues, “is the correct decision both morally and financially. Climate change is a threat to everyone, but we must ​recognize that it disproportionately affects low-income communities, communities of color, women, and the Global South. A commitment to divest from the main industry responsible for exacerbating the effects of climate change indicates​ our desire to begin to rectify this injustice and to protect the planet that our future students will inhabit. At the same time, divesting from an industry that has no future in a decarbonized world economy will minimize long-term risks to the endowment.”

Accordingly, the petitioners endorse Divest Harvard’s program and “urge Harvard to meet the deadline of Earth Day 2020 to commit to divesting from fossil fuels”—in fact, before this year’s Overseers election concludes. To that end, the Harvard Forward candidates advocate “permanently ceasing any new investments” in fossil-fuel enterprises, defined as the “top 100” coal and oil and gas “publicly-traded reserve holders globally, ranked by the potential carbon emissions content of their reported reserves.” Also covered would be companies whose “only, core, or main business is the exploration, extraction, refining, processing, or distribution of fossil fuels.”

The petitioners would have the Corporation adopt, and Harvard Management Company (HMC, which invests the endowment assets) effect, a policy of divesting all direct holdings in the identified enterprises within a year, and of divesting all indirect holdings (presumably through the external investment-management firms that invest most endowment assets) as swiftly as possible—and in any event before the end of their (six-year) terms on the Board (if elected). Thereafter, they would mandate that all investment decisions comply with strict scientific findings on limiting global warming, and policies for socially responsible investing.

The accompanying narrative reviews the arguments made in support of divestment broadly. One interesting point, raised in the December 3 faculty meeting, concerns the exclusively supply-side aspect of divestment (its focus on selling off investments in producers of fossil-based energy, while ignoring investments in the consumer, demand-side entities using that energy; see the comments by Olshan professor of econonmics John Y. Campbell here). Without addressing that argument directly, the petitioners’ platform notes the University’s own, campus-focused policies aimed at reducing greenhouse-gas emissions, observing:

Perhaps one could say it would be hypocritical ​only​ to divest, without adjusting our behavior in any other way, but Harvard itself has already made commitments to lessen, and ultimately eliminate, its reliance on fossil fuels over the next three decades. Therefore, not only is divestment not in opposition to the University’s consumer-side goals—it is in perfect harmony. Finally, our platform offers many steps that we can take as a University and community to confront the climate crisis at various levels.

(This formulation sidesteps Campell’s broader point about structuring the investment portfolio overall to incentive more energy-efficient, lower-carbon consumption—for example, in automotive and air transportation.)

• Moving beyond fossil-fuel divestment, the petitioners advocate sweeping change in the University’s investment policies and how they are determined, with the aim of “handl[ing] its money more thoughtfully, balancing financial gain with socially responsible leadership.”

To that end, the candidates would “reassign the responsibilities” of the Advisory Committee on Shareholder Responsibility (consisting of four faculty members, four students, and four alumni), which makes recommendations on proxy-voting guidelines to the Corporation Committee on Shareholder Responsibility. The latter shares its guidelines, when adopted, with HMC, which in turns shares them with outside investment managers for use in proxy-voting decisions.

In place of the Advisory Committee, the petitioners envision a new Stakeholder Responsibility Committee of the Board of Overseers, charged not only with addressing how to vote shares of companies held within the investment portfolio, but with considering “more broadly about all of the stakeholders who are impacted by ​our behavior, particularly as it pertains to our relationships with companies or industries whose activities are ‘deeply repugnant and ethically unjustifiable,’ such as the fossil fuel industry and the prison-industrial complex.” As envisioned in the Harvard Forward platform, the new committee would propose investment guidelines to the Board of Overseers, which would approve or revise them; recommend them to the Corporation; and then the Corporation would approve “new or revised guidelines,” instructing investment managers to vote proxies accordingly and take the guidelines into effect “when charting and executing our short- and long-term investment strategies.”

Because the committee would be made up of Overseers, its members would be elected by alumni, who of course vote on Overseer candidates. As the petitioners envision the future, the proposed stakeholder committee “will lay the foundation for better stewardship of the University’s​ fiscal decision-making, in a manner that is informed by and responsive to ethical considerations, E[nvironmental]S[ocial]G[overnance] factors, and emerging socio-political movements and needs, reinforcing Harvard's position as a forward-looking leader worldwide.” Among the areas outlined as being within the committee’s purview are “ethical and legal considerations” in fundraising and gift policies (now under review by the administration), and vetting “potential conflicts of interests of Corporation and Board members.”

• The platform language on “climate-focused initiatives, research, and education”—perhaps of particular relevance given the Overseers’ traditional role in examining the intellectual and academic condition of departments and schools—observes that “only by pairing divestment” with increased investment in research and education “can we develop a University-wide climate action plan that fully utilizes our strengths and maximizes our impact.” To that end, the platform endorses the focal points outlined in the November faculty “white paper” on climate change, introduced by FAS divestment advocates. Accordingly, the petitioners call for a “climate capital campaign” to augment research resources—and to expand the faculty ranks with “dozens of new tenured or tenure-track” positions; accelerating campus sustainability plans (aiming for fossil-fuel-free operations by 2035 rather than 2050; expanding course offerings (a matter at the various faculties’ discretion and initiative); and finding ways to “successfully influence and shape the public discussion of the climate crisis” at all levels and to “wield Harvard’s academic reputation to counteract climate disinformation campaigns.”

The Faculty Resolution

By contrast, the language coming before FAS on February 4 seems almost restrained. The motion docketed for discussion on December 3 read [emphasis added}:

…the Corporation should instruct the Harvard Management Company to withdraw from, and henceforth not pursue, investments in companies that explore for or develop further reserves of fossil fuels, or in companies that provide direct support for such exploration and development; over a reasonable period of time, extend those instructions to advisers of investment vehicles used by Harvard’s endowment, including commingled funds where Harvard is not the sole investor; and ensure that any adviser who may be unwilling or unable to comply is replaced by one who is willing to carry out these instructions.

Thus it was crafted to be forward-looking: focusing not on companies holding current reserves of oil, natural gas, and so on, but rather on those that pursue additional reserves—on the theory that development and use of those incremental supplies would worsen climate change beyond the current, worrisome trajectory. As a practical, political matter, the proponents might hope that targeting the resolution that way would prove to be a more practicable course toward divestment within the Harvard context.

Although there was some discussion among proponents after the December 3 debate about modifying the motion, they have apparently decided to bring it to the floor unchanged, in the interest of keeping any further debate uncomplicated. Based on unscientific observations of the fall faculty meetings, when those attending seemed largely supportive of the divestment advocates’ arguments, the motion would seem to have a good chance of carrying when eligible FAS members vote.

The ad hoc alumni committee on divestment reiterated in a letter dated July 6 to the Corporation’s senior fellow William F. Lee (who attended the December 3 FAS meeting) its support for the language in the faculty motion (HMC “should eliminate all investments that explore for or develop further reserves of fossil fuels”).

Discussion

If any or all five petition candidates succeed in getting on the Overseers ballot, it will be interesting to see how their proposals play out. Harvard Forward appears to have reached out widely to alumni around the globe, discussing its platform and soliciting petition signatures, so it should be organized to pursue a campaign on behalf of its nominees.

Alumni sympathetic to divestment may welcome, or be uncomfortable with, the broader investment-management agenda, which is relatively open-ended about future social, political, or other criteria for screening Harvard’s financial assets.

It is also interesting to speculate about how the continuing Overseers (listed here) feel about asserting, or assuming, the roles the platform envisions, relative to their expectations when they were elected (see the language quoted above) or their experiences in other organizations or situations where they may exercise fiduciary responsibilities.

Finally, of course, the President and Fellows of Harvard College—the Corporation—are the senior governing board, with authority for setting University policy (including investments, spending, and so on). The Corporation is certainly reformable—most recently and sweepingly in late 2010, when it enlarged its membership, sought access to more information and expertise, and formalized its processes. But it has not shown any inclination to cede its central prerogatives and obligations to a new Overseer-only committee.

As for the faculty motion, the FAS is the largest academic unit at Harvard, but it is only one among many (the University Fact Book lists about 2,300 faculty members, some 900 or so in FAS; the Harvard Faculty for Divestment website lists 450 signatories, from across the University, as of January 8)—and it is not the University per se. Nor are the faculties the Corporation, which has indicated its opposition to divestment or related changes in endowment investment policy. So the impact of such an FAS vote, beyond the immediate publicity it may garner, is not guaranteed to be immediate.

 

At a populist moment in the nation’s civic and political life, the University appears to be having its own populist conversation: divestment-fueled initiatives bubbling up from diverse constituencies, challenges to existing authorities, and proposals for substantive and governance changes effected by varying groups of voters. Should the Harvard Forward petition effort, in particular, proceed to alumni balloting, the local echoes of the larger ferment may be illuminating about how the community, writ large, views this venerable institution in the still-new millennium.

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