In the boardroom

A LOOK INTO THE RELATIONSHIP BETWEEN THE BOARD OF TRUSTEES AND THE STUDENT BODY

Fifty students chanted for divestment on a frigid November night outside the revolving glass doors of the Allen Center. The Board of Trustees was holding its quarterly meeting inside, and the students of Fossil Free NU wanted each trustee to hear their demands. Security guards had stopped the students from standing too close to the door, so students shone their cellphone lights on the impenetrable concrete and opaque glass face of the Allen Center from across the street.

Christina Cilento, the SESP junior and co-leader of Fossil Free NU, held a megaphone in her mittened hands and shouted, with practiced conviction, the group’s demands: immediate divestment of coal holdings, a meeting with the Board’s investment subcommittee and the creation of a socially responsible investment committee that included student and faculty representatives. Fifty voices echoed her demands into the dark night and waited for a response. All they heard was the whispering wind, singing off Lake Michigan.

Through the Allen Center’s glass doors, a few people in suits stood around in the lobby. After roughly half an hour, NorthwesternVice President and Chief Investment Officer William McLean, who is not a trustee, stepped through the revolving door. He spoke to Cilento and her co-leader Scott Brown and told them most of the trustees had already left the center. Still, he promised to find a trustee to hear their demands.

Ten minutes later, McLean emerged with the Executive Vice President Nim Chinniah, who stood quietly, hands in the pockets of his overcoat, while the students read him their requests. Chinniah serves on some of the Board’s committees, but he is not a trustee. The students cheered at Chinniah’s arrival. When the students finished reading, McLean announced that the University had made progress by becoming the third university, after Harvard and UC Berkeley, to sign on to the UN-supported Principles for Responsible Investing. After a couple choruses of “Not good enough!,” many of the protesters dispersed.

But Cilento, Brown and the rest of Fossil Fuel NU followed a tip that the trustees were eating dinner in The Garage, an on-campus space devoted to innovation and entrepreneurship. When they arrived, Northwestern police officers met the students at the building’s front door and barred them from entrance. The protesters went up to the parking garage and took an elevator down to a hallway outside The Garage, where again they were met by NUPD.

“I wasn’t scared they were going to arrest us, because we weren’t doing anything illegal,” says Brown. “But it did feel like the University’s immediate response—in a moment of not knowing what to do—was to send out security, which reflects their attitude toward activists and activism on campus: a fear-based and a gut reaction of ‘Let’s get this thing under control’ rather than ‘Let’s listen to what the activists have to say.’”

Blocked at all avenues from speaking to the managers of Northwestern’s $9.8 billion endowment, the students were unsure of what steps to take next. But by a stroke of luck, the chairman of the investment committee, T. Bondurant French, stepped out of the elevator.

“I came off the elevator and everyone was there,” French says. “We had a productive 10 to 15 minute conversation.”

Crowded together in that small hallway, the students read French their demands. He responded by saying the Board was trying to accommodate student groups, and that only the smallest fraction of the endowment is held in coal. He declined to verbally commit to divestment, and the groups went their separate ways.

This interaction between the Fossil Free NU divestment group and the Board of Trustees is emblematic, in many ways, of the relationship the Board has had with Northwestern’s student body in recent history. While McLean and certain members of the board have agreed to meet with undergraduate student groups, most trustees have limited interactions with undergraduates. And the students seeking change usually find themselves stopped by institutional roadblocks, left to feel silenced, superficially appeased or disregarded. Meanwhile, despite their recent steps towards transparency, the Board remains, to most students, an elusive institution obscured behind layers of bureaucracy and $9.8 billion dollars.

The majority of the Board’s information on undergraduates comes from surveys conducted every other year, says Marilyn McCoy, vice president for administration and planning who is the administrative contact overseeing the Board of Trustees. McCoy says the Board uses the surveys to get to know “the everyday people” on campus, and Chinniah says that the Board’s Student Affairs committee speaks with panels of students, such as student athletes, at least once a year.

But from the perspective of student divestment activists, a once-a-year panel with selected students is not enough.

“I think the Board doesn’t really know anything about the students,” says Brown, who—along with Cilento—has met with Board members probably more than any other student on campus. “The Board barely interacts with students at all, despite the fact that they’re making decisions which are directly impacting the entire student body. That’s a problem because they’re representing us.”

A coalition of undergraduates from Fossil Free NU, the Associated Student Government (ASG), NU Divest and Unshackle NU hopes to change the Board’s fraught relationship with the student body. The coalition seeks to form a committee on socially responsible investments, comprised of students, faculty and administrators, that can make recommendations to the Board about how they should invest. Students say the committee could revolutionize the amount of access that students have to the Board, even though the committee’s decisions would not be binding.

“The Board has ways of hearing about students, but from my understanding, they’re not likely to give in to people-power movements, as they haven’t for either of the three divestment campaigns on campus,” says Noah Star, ASG president and Weinberg senior who is working in the student coalition to form the committee. “The committee will create an institutional avenue for students to present campaigns to the Board of trustees.”

Marcel Hanna, a Weinberg junior and a member of NU Divest and Unshackle NU, says that he’s working to create the committee because he’s seen Fossil Free’s meetings with the Board fail to pay off.

“It’s about making a statement and setting up a framework so that future divestment movements don’t have to do what we’re doing right now,” Hanna says. “As a student body we have to apply pressure on the Board and administration. As it stands, the Board can do whatever it wants — we’re working on changing that.”

However, the Board, including French and the investment subcommittee, has not been receptive to the idea of the socially responsible investment committee.

“I love talking to the students,” says French, an NU alum (BA ‘74, MBA Kellogg ‘76) and investment manager who has been a trustee for 11 school years. “They are very thoughtful and cordial. Their arguments are very reasoned, and while I can’t speak for the rest of the Board, I can say we’re willing to listen. That’s the one thing that bothers me is when students say we’re not accessible. We’ve been very accessible.”

French says that the investment committee has been accessible and transparent, citing the recent adoption of the Principles for Responsible Investing, without the guidance of students from the proposed committee.

However, in a press release distributed on the same day of the Fossil Free NU protest, McLean had directly credited Brown and Cilento as the driving forces behind the adoption of the Principles for Responsible Investing for their work to raise “the issue of socially responsible investing.”

Stuck in the position of frequently mediating between students and the Board, McLean has kept his opinion on the proposed student recommendation committee closer to his chest. Even his way of speaking, his constant and warm Southern drawl as he sits with his hands folded in his lap, reflects the moderacy he espouses.

“Managing $10 billion needs to be our focus, and my office right now is spending a lot of time meeting and dealing with students instead,” says McLean when asked whether or not he supports the students’ plan for a recommendation committee. He says he believes the Board might adopt “two out of 10” of the committee’s recommendations. He ended with a smile, saying that, “the student observer model we have seen works at large institutions.”

According to the Association of Governing Bodies, 20.1 percent of independent—read: private—universities had some form of student representation on their boards in 2010, compared to over 70 percent of public universities. Only 8.5 percent of independent universities had students with voting power on their boards, which is something Northwestern’s student coalition has not requested. Cornell University, for example, has a student representative on their Board.

McLean says he’s “sympathetic” to the students who want the Board to be more transparent but also that his office has told

“Has the board been accessible? Absolutely yes... But is the Board going to do everything the students ask for? That’s not how the Board works. And if you say the Board hasn’t heard the students because they’re not implementing what they’re asking for, that’s unfair. “

— NIM CHINNIAH, executive vice president at Northwestern University

students about their holdings whenever they ask.

This December, McLean confirmed with the students of NU Divest that the University has direct holdings in two of the six corporations, G4S and Caterpillar, that NU Divest had called for divestment from. However, he had taken 11 months since ASG passed NU Divest’s resolution to provide the students with the requested information. In fact, he had told them in February that Northwestern had no holdings in those corporations at all.

Because Northwestern’s holdings are not public, outside parties could not investigate McLean’s statements. Jacqueline Stevens, a Northwestern professor of political science and legal studies, says that she hasn’t seen evidence that public universities—whose endowment information is required to be public—have compromised profits by publishing detailed reports on their investments. The University of Texas system, for example, published after fiscal year 2014 that they had a $25.4 billion endowment, the second largest endowment in the country.

“On the one hand, the University can make unsubstantiated claims that keeping financial information private is profitable,” Stevens says. “On the other hand, we know that publiclyheld firms are required to provide information about investments and expenditures to prevent corruption and hold accountable people in positions such as those held by French and McLean. Without revealing this information, it’s impossible to learn whether funds from the We Will campaign are benefitting NU students or private interests of people managing funds.”

In the absence of support from the Board, the student coalition plans to create the committee through President Morton Schapiro’s office.

Schapiro’s office declined to comment, stating that McLean spoke on their behalf, though McLean’s statements were ambiguous. Still, students are confident that they can establish the committee.

“We bank on the fact that once we show the Board what it looks like to have something like this institutionalized, they’ll see that it works in their best interest,” Star says.

Star also adds that he thinks the student recommendation will have a larger purpose than just to help divestment campaigns have an audience with the Board.

“The committee would become an additional strategic avenue and a known quantity to the student population,” Star says. “For example, maybe a student studying something finds new green technology that they think the University should invest in. They could go to the committee and present their findings. The committee democratizes the way that people can present information, and I think that this lowers the barrier to entry in many ways.”

Out of the three divestment campaigns on campus, only the oldest group, Fossil Free NU, has been able to organize to meet with a few board members. NU Divest has met with McLean “a couple of times,” Hanna says, and they are planning on setting up a meeting with the Board. Unshackle NU, as of press time, doesn’t have plans yet to deal with McLean or the Board.

It took Fossil Free NU over a year of organized protests, meeting with McLean and writing formal letters to get an audience with a single trustee. Since Nov. 2014, Brown, Cilento and other FFNU members have met with French four times—with trustee John Eggemeyer attending one of those meetings, and trustees Christopher Galvin and David Weinberg attending the last meeting that occurred on Jan. 27.

In these meetings, Brown says French has been “adversarial” as if “he feels that because he has so much experience in the field that he knows better than the students would.” Brown says, “It’s like he meets with us in order to tell us why he thinks we’re wrong.”

The first hurdle that student groups face when demanding action from the Board of Trustees is simply understanding how the Board works. While Northwestern’s endowment has detailed and exhaustive website, the Board of Trustees’ website has only a 72-word statement—a reflection of the fact that details of their inner workings are not layman’s knowledge.

The Board meets once a quarter, over the course of a single weekend. The Board is split into 13 subcommittees, on topics like Finance, Governance and and Audit, Risk, and Compliance. Each of the subcommittees meets at the beginning of the weekend before the entire Board comes together later in the weekend. The committees all make recommendations to the larger Board, which makes decisions through consensus.

“If the Board can’t reach a consensus, then they know something’s wrong, and they go back and work on things further,” McCoy says.

French says this consensus style has contributed to a friendly work environment between the trustees.

“Some boards get into disagreements,” French says, “but we see none of that at Northwestern. Everyone contributes and works hard.”

The process for making investment decisions begins with McLean and his staff researching and making recommendations every quarter to the Board. Then, at their quarterly meetings, the investment subcommittee of 32 trustees discusses the recommendations and how they relate to asset allocations and risk management. Within the investment subcommittee, another subcommittee of 11 members approves the money managers that the University trusts to make their direct investments.

The endowment must make 6.5 to 7 percent growth off of Northwestern’s roughly $10 billion dollar endowment each year, French says, in order to pay out the desired 4.5 to 5 percent of their growth to the University each year. (The 2-3 percent difference between those numbers goes to inflation.)

“Calculating pay-out is a complicated balancing act, as we have to weigh the needs of our current students with the needs of future generations,” says McCoy.

This requirement for steady growth forces board members to be wary of divestment calls.

“When you start constraining where your money can be invested, you reduce your investment results,” French says. He pointed to the sometimes suboptimal returns of public pension plans that are subject to political interference of legislators looking to promote local investments. “We don’t think the endowment should be a political tool,” he added. “Students want it to be a policy tool, trustees don’t.”

French says the Board has had a “robust discussion” about the endowment’s role in a university’s policy, and he says the Board decided “the University can make social statements— with professors’ research, through centers that work on things like climate change—but we think it’s important that the endowment focus on investment results.”

French says that he, and other trustees— especially alumni trustees like himself—make an effort to reach out to students in groups on campus that they were a part of when they were students. French, for example, says he hangs out with the swimming team, the fraternity he was in and Kellogg students when he’s on campus. But French’s efforts to connect with the

“It’s about making a statement and setting up a framework so that future divestment movements don’t have to do what we’re doing right now.”

— MARCEL HANNA, Weinberg junior and member of NU Divest and Unshackle NU

students are not mandatory or institutional. And when the trustee body remains largely white and economics and business focused, certain voices on campus are bound to be heard more at those interest-based interactions.

One thing French and the students seem to agree on: the goal of the Board is to focus on profits.

“The Board has one goal, as far as I can tell, and that’s to make money for Northwestern,” Brown says. “That doesn’t mean they’re ignorant of social responsibility or that they’re close minded to it. They’re not evil demons, they’re people. But at the same time, that’s not their priority.”

As of mid-February, Northwestern has three divestment movements: NU Divest, which is currently focusing on divestment from private security firm G4S and construction corporation Caterpillar, Fossil Free NU and Unshackle NU, a campaign announced on Jan. 19 for divestment from private prisons.

“Where does it stop?” McLean says, later adding that the University has only fully divested one time: from Sudan in the 1990s and “only because the U.S. government advised it.”

The University did partially divest from apartheid-era South Africa in the 1980s as well.

Maybe here rests the underlying tension. The administration and the Board appears fearful that if they grant space to the students, even if they understand why students would want such space, it will be pushed open until Northwestern cannot continue to make gains in profit and reputation. And the students are becoming increasingly cognizant that those gains stem directly from their ongoing oppression.

“This isn’t a bunch of students saying their feelings are being hurt,” Hanna says. “This is our name and our money directly investing in the murder and systematic oppression of people around the world, especially people of color.”

Fossil Free NU had its fourth meeting with members of the Board on Jan. 27. At the meeting, Brown says they discussed the hesitations the Board’s investment committee has toward divestment: that the endowment will lose profitability, that the students will continue to make divestment demands and that the endowment’s role is to support the University’s socially responsible actions, not to act socially responsible itself.

Brown and the Fossil Free NU students asked the trustees for an audience with the full Board at their next meeting.

“They basically expressed the sentiment that they feel they’ve already given us enough unprecedented access to the trustees,” Brown says.

Chinniah, who has also worked with the University of Chicago and Vanderbilt University, says he has been impressed with the lengths French and McLean have gone to accommodate students.

“Has the Board been accessible? Absolutely yes,” Chinniah says, “Has the Board considered every request? Absolutely yes. But is the Board going to do everything the students ask for? That’s not how the Board works. And if you say the Board hasn’t heard the students because they’re not implementing what they’re asking for, that’s unfair. It’s completely the opposite.”

Faced with a wall of rich and powerful administrators and a ticking clock, the coalition of students is pushing forward through the winter to build the socially responsible investment committee. But after two years of being told their voices are heard, and after being left out in the cold last November, the students are approaching the University’s promises with trepidation.

“We have to be wary of the administration throwing us a bone,” Hanna says. “We have to look for actual change instead of symbolic gestures.”

On Feb. 15 the Board of Trustees refused to meet with Fossil Free NU in March saying their “utmost attention needs to be on investment matters.” The student group plans to hold a sit-in or demonstration in response to the decision at the Board’s meeting in March.