Metro News Release
For immediate release: July 21, 2011
Metro Board Adopts Governance Reform Measures
Approves first-ever bylaws, 2011 revised procedures and code of ethics
Metro’s Board of Directors voted today to adopt a package of governance reforms that clarify its Code of Ethics and provide its first-ever permanent Bylaws, which detail the Board’s focus on policy, financial direction, oversight and Metro’s relationship with its customers and jurisdictional partners.
“With input from a number of stakeholders, today we adopted ground-breaking reforms to Metro’s governance,” said Board Chair Catherine Hudgins. “We are moving forward with a clear understanding of the Board’s roles and responsibilities to improve Metro for our customers, while at the same time pursuing a strategic planning process that will address the region’s needs for years to come.”
The final approval came after action by the Governance Committee on the Board’s Code of Ethics. Changes were made to clarify the Board’s duties to avoid all conflicts of interest, including actions that create an appearance of conflict, as well as to expand the definition of household members who must also avoid conflicts. The Code also formalizes the process by which Board members will recuse themselves from participating in matters when they have a conflict of interest or the appearance of a conflict.
The new Bylaws define Board responsibilities as governing through policies and exercising oversight over policy compliance and results. The Bylaws delegate to the CEO primary responsibility for the overall administration and operations of Metro. Active healthy debate is encouraged; and once a decision is made, the Board speaks with one voice. Further, the Bylaws indicate the Board’s role in ensuring the broadest possible communication with the all stakeholders, including regular reporting to the public. The new Procedures build on this commitment to communication by expanding the opportunities for public comment, including a convenient and accessible method for submitting comments electronically.
The revised Code of Ethics requires Board Members to provide written recusals on any matter where there is a potential conflict of interest that disqualifies them from voting or participating, as well as to report to the Chair other of which they are aware and believe may create an appearance of a conflict of interest. The changes also include a formalized process for investigating allegations of misconduct. Further, the definition of household members who may be conflicted is expanded to include a spouse, domestic partner, dependent child, any relative over whose financial affairs the Board Member has legal or actual control or any person who resides in a Board Member's household on other than a temporary basis.
Since Mary Hynes assumed the Chairmanship of the new Governance Committee earlier this year, the Board has undertaken a comprehensive approach to reforms that improve the regional governance of Metro, including: examining the roles and responsibilities of Board Members; clarifying ethics rules; developing bylaws and procedures; delegating proper authority to an experienced transportation professional for day-to-day operations as general manager and chief executive officer; and refining performance measures that reflect Board-adopted agency goals. Ms. Hynes said that the work of the Committee is ongoing.
“We will continue to advance improvements in governance proposed by our current and new Board members, as well as recommendations from our stakeholders,” said Ms. Hynes. “These Bylaws and procedures give us an excellent foundation on which to build, and our continued, focused work on strategic planning, multiyear budgeting, and the creation of a business plan will enable us to provide a road map for the region, jurisdictions and management.”
The Board’s Governance work plan has sought to address modernizing Board leadership, strengthening governing structure, improving Board-CEO partnership, enhancing internal management and strengthening public dialogue.
News release issued at 2:46 pm, July 21, 2011.