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Can Corporatin Members Serve Multiple Master?

Service on Boards Questioned

Robert G. Stone Jr. '45 is a very busy-- and very wealthy--man.

His Harvard responsibilities alone would be daunting for anyone. As a member of the seven-person Corporation, Stone is in charge of "all the property of every department of the University," according to the 1978 Report Concerning Harvard's Governmental Structure.

But his University job constitutes just a tiny fraction of what Stone does. In addition to being chair of the Kirby Corporation, Stone, who does not have full-time job, serves as director of 12 public or private companies.

Stone is well compensated for his time. In fact, he receives approximately $250,000 a year just for his service in nine public corporations, including industrial giants such as Coring Inc. He may receive even more money for his work with private companies, but those figures are unavailable.

Arrangements such as Stone's are not uncommon for members of Harvard's governing boards-- the seven member Corporation and the 30-person Board of Overseers.

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In fact, five of the seven Corporation members and approximately a third of the overseers sit on the board of directors of at least one other public company.

Those who serve on other boards--which range from small growth companies to fortune 500 businesses such as IBM--say they gain important experience and fundraising connections that ultimately benefit Harvard. But some ethicists question whether the close ties of the University's top officials to corporate American representsa conflict of interest.

"The conflict of interest is an ever presentpossibility," says Ronald Green, director of theEthics Institute at Dartmouth. "They [Universitytrustees] should have judgment of staying out ofissues not only when there is a conflict but whenthere is an appearance of a conflict. And onlywhen there is also a conflict of interest policywill have adequate protection."

Nowhere is the potential for conflict moreclear than in the stocks the University holds. Asof June 30, 1990--the latest date for which listsof the University's major stock holdings areavailable--Harvard had holdings in at least fourcompanies for which members of the governingboards now serve: Atlantic Richfield, IBM, J.P.Morgan & Company and The Pittston Company.

Some wonder how closely Harvard is keeping tabson the financial commitment of governing boardmembers. Michael W. Roberts, secretary to thegoverning boards, say he is not aware of anyofficial document disclosing members corporateaffiliations.

The University adopted a conflict of interestpolicy in 1975, but it is unclear how or evenwhether is it is enforced. The policy stipulatesthat a conflict exists when a governing member "has an existing or potential financial or otherinterest which impairs or might appear to impairthe individual's independence of judgment in thedischarge of responsibilities to the University ormay receive a material, financial or other benefitfrom knowledge of information confidential to theUniversity."

But Vice President and General Counsel MargaretH. Marshall says she is unaware of any past orpresent conflict of interest involving Harvard'sgoverning boards. "I don't know why the policy wasadopted," she says.

Ethicists argue that oversight andopenness are essential to dealing with real andperceived conflicts of interest.

David H. Smith, director of the Poynter Centerfor the Studies of Ethics at Indian University,says a conflict arises when the University is in aposition to do business with the corporationsaffiliated with the members of the governingboards.

"It's not hard to imagine overseers on boardsof corporation where it would be convenient to getscientists to do the research for them," Smithsays. "The excessive overlapping of corporateboard members as general phenomenon is troubling."

Smith says one way to combat such conflicts isfor universities to draw more members of theirgoverning boards from outside the corporate world.

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