I Led Harvard Medical School. With Gay’s Resignation, the Corporation Must Rethink Its Approach to Governance.

On Dec. 19, I attended a dinner conversation initiated by two members of the Harvard Corporation, the University’s highest governing body, with several leaders of the Council on Academic Freedom at Harvard to discuss issues pertaining to CAFH’s mission.

Surprisingly, the dinner drew public attention, and while much of the popular discourse about it has concerned what was said — and how it was mischaracterized — this piece addresses a more fundamental matter, even more urgent now that University President Claudine Gay has resigned: What might that dinner and subsequent discussions teach us about the role of the Corporation in the current state of Harvard University and the path forward?

Universities — like other corporations and non-profit organizations — require formal governing bodies to oversee those responsible for day-to-day management and operations. Harvard has two such governing boards. The Harvard Corporation is the smaller and more powerful board, while the Board of Overseers is a larger body of elected alumni who provide counsel to the Corporation on various matters.

According to its web page, the Corporation “exercises fiduciary responsibility with regard to the University’s academic, financial and physical resources and overall wellbeing,” which includes hiring the University president, approving budgets, and overseeing the endowment.

Supported by an Office of the Governing Boards, the Corporation operates in a secretive manner and issues few if any public statements. As dean of Harvard Medical School, a position I held from 2007 to 2016, I expected I would come to know the Corporation well. I was wrong.

Though I met regularly with then-University President Drew G. Faust, I quickly learned that the Corporation — the only fiduciary body tasked with oversight of the Medical School — had precious little involvement in its operation.

As I recall, I met with the Corporation at their request only once a year for between 30 and 45 minutes. Several months before the date I was assigned to appear, I was asked to develop an eight-to-ten slide presentation on the state of the school that was, to my surprise, pre-reviewed and often modified by individuals in the Office of the Governing Boards. I received little or no feedback from the Corporation subsequent to these brief annual presentations.

To supplement this hands-off approach to governance, HMS and several other Harvard schools have established non-fiduciary ‘boards’ of prominent people with expertise in a diversity of relevant areas for the purpose of providing advice, feedback, and philanthropic support. The HMS Board of Fellows is an outstanding group, from which I obtained much valuable advice and support.

Still, such a non-fiduciary board cannot substitute for the lack of meaningful input from a distant and lightly-involved Corporation.

Given the University’s extraordinary and well-deserved reputation for excellence, this weakness in its approach to governance appeared unlikely to be questioned. That situation unexpectedly changed in recent weeks, with campus turmoil after Oct. 7 and plagiarism allegations against President Gay.

In light of their low public profile, it was surprising when two Corporation members asked to speak directly with CAFH leadership over dinner, but, happily, the rapidly-scheduled multiple-hour discussion was collegial and frank, seeming to leave everyone satisfied that we had engaged in a respectful interchange of ideas.

Taking our dinner as a model, the key question that now arises is this: What might the Corporation do in response to the major issues that my colleagues and I brought to the table for discussion, especially now that President Gay has resigned?

Five high-level recommendations published in separate articles by professor Steven A. Pinker and myself were among the main subjects of the discussion.

Our recommendations, which represent our personal views rather than the official position of the CAFH, include developing a new university policy on free speech and academic freedom; developing a policy and clarifying existing policies to proscribe actions that disrupt school operations, academic activities and other events; adopting a policy of institutional neutrality on social and political issues; reviewing DEI programs to identify elements that may improperly restrict free speech; and reviewing the state of viewpoint diversity and approaches to enhancing discussion across difference.

The Corporation is the only group with the authority to make such weighty decisions, and adopting these recommendations would require extensive discussion by the president and the full Corporation as well as engagement with many stakeholders.

As the Corporation considers these and other responses to its current challenges, it should also weigh whether it has come time to change its approach to its essential fiduciary responsibilities.

Those outside the Corporation — the public, University affiliates, and, yes, even school deans — have little awareness of how it conducts its critical work. Beyond the specific recommendations from professor Pinker and myself, the Corporation should step into its role as leader of the nation’s foremost university by committing to a more active engagement with the general public and University stakeholders alike.

Harvard is facing an unprecedented crisis in confidence, and responsibility for Harvard’s performance ultimately falls on the Corporation. As it considers how to respond, it must also conduct an objective examination of how this crisis evolved and use it to guide this reset of sorts. How it goes about choosing a new president will be an important first test of their response.

As a longstanding member of the faculty who cares deeply about its ongoing success, I stand with most members of the community in being ready to assist them.

Jeffrey S. Flier is the Higginson Professor of Physiology and Medicine and was the dean of Harvard Medical School from 2007 to 2016.