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(M1) Corporate Governance

Corporate Governance Management System Description
Management System Owner: FRA Board Representative (Larry Hill)
Revision and Date: Rev. 2: August 5, 2011

1.0 Purpose

To provide reasonable assurance to DOE that mission objectives are met; that workers, the public, and the environment are protected; and that operational, facility, and business systems are effectively run and contract requirements are met.

2.0 Roles and Responsibilities

Roles Responsibilities
Chairman, FRA Board of Directors Chairing FRA BOD meetings; single point of accountability to DOE
Vice Chairman, FRA Board of Directors Chairing FRA BOD meetings in absence of chair
FRA Board Members Lab stewardship, including fiduciary; guidance and advice; advocacy and outreach
FRA President Executive management of the Laboratory
FRA General Counsel Oversight of contractual obligations
FRA Chief Financial Officer Oversight of FRA budget and finance
FRA Corporate Secretary Oversight of FRA corporate office functions

3.0 Management System Operation

The FRA Board of Directors (BOD) is responsible for overall execution of the FNAL CAS in accordance with the Contractor Assurance System clause of the contract (Clause H.13). The BOD consists of the Chairman of the Board, who is also the President of UChicago and the single point of accountability to DOE; a Vice-Chair, who is the Executive Chairman of the URA Board of Trustees; and twenty two additional members drawn from industry, government, academia, research and other leadership positions. The Director of the Laboratory is appointed by the BOD with the approval of the DOE. The Laboratory Director reports to the FRA BOD Chairman and the Board of Directors. The Laboratory Director is responsible for the direction, performance and supervision of the work of the Laboratory in accordance with the prime contract with the DOE and the policies and procedures of the Board of Directors.

The duties, powers, and governance of the BOD consist of three primary functional oversight areas:

Stewardship: By ensuring that effective senior leadership is in place and adequately supported; ensuring that the Laboratory carries out its DOE mission in accordance with the terms of the prime contract and the policies and procedures of FRA and DOE; in addition, when appropriate, UChicago and URA provide “corporate reach back” either to deal with specific, urgent issues or issues where the Laboratory can benefit from the unique resources of one or both corporate parents.

Guidance and Advice: By assisting the Director in formulating a strategy that is embraced by DOE and provides an intellectual environment conducive to the stimulation of world-class research and development; and providing expert advice from industry, government, and academia to assist the Director and his leadership team in ensuring infrastructure, staffing and budget are appropriately established and maintained.

Advocacy and Outreach: By acting as advocates and ambassadors on behalf of the Laboratory to help ensure adequate support is available for execution of the Laboratory mission.

FRA executes its stewardship function through the full BOD; BOD Committees whose charter, membership and scope are defined by the BOD and which meet on a regular basis to ensure accomplishment of their duties; and Standing Review Committees which meet according to their individual timetables to assess the operations and scientific programs of the Laboratory and provide assurance to the BOD and DOE. Additionally, the BOD or a Standing Review Committee has the discretion to periodically create ad hoc Review Committees to conduct specialized reviews as needs arise.

There are at present seven BOD Committees (four of which have direct oversight of Laboratory functions):

  • Executive – provides executive leadership for the BOD and acts as a proxy for the full Board;
  • Administrative & Finance – oversees the management of fiscal and operational systems, and manages Laboratory-wide risk issues;
  • Audit – oversees the internal and external audit function;
  • Compensation – oversees human resource systems as well as compensation and succession planning for key personnel;
  • Environment, Safety & Health – oversees Laboratory policies, programs, and practices relevant to employee, customer and public safety, security and health;
  • Physics - oversees the present and short-term scientific functions of the Laboratory including all scientific activities, scientific appointments and management of research facilities; and
  • Science Planning - provides advice and support to Laboratory management for issues surrounding new and proposed, long-term major science initiatives, directions and collaborations (international & domestic).

The full BOD and the BOD Committees meet on a regular basis to ensure accomplishment of their duties. At each full board meeting, the BOD and its Committees review specific strategic issues and the Laboratory strategic plan. Performance data, DOE requirements, the findings and the Laboratory’s response to specific programmatic (i.e., science and technology) and operational reviews are disseminated in full board meetings. Staff members from Laboratory management and FRA support each BOD committee by documenting, monitoring, and facilitating the execution of action items from each meeting.

There are presently two Standing Review Committees of the BOD, one of which assesses the scientific mission of the Laboratory (Visiting Committee for Scientific Programs) and one which is responsible for Contractor Assurance (CAS Review Committee).

Each Standing Review Committee has two members of the BOD and a sufficient number of subject matter experts to assess the relevant area(s) adequately. Review Committee members have staggered terms to ensure an appropriate balance of continuity and turnover. In collaboration with FRA and the Laboratory Director, the charge and scope of each review are determined by the Standing Review Committee Chair. Review Committee meetings and assessments are conducted at least once annually. After a Review Committee assesses performance, findings and recommendations are reported first to FRA, Laboratory management and DOE in the Review close-out. Formal reports are then shared and discussed with the full BOD at a subsequent Board meeting. FRA staff members coordinate the reviews and are responsible for capturing action items and tracking and reporting resolution of action items and final outcomes.

The BOD CAS Review Committee is comprised of two BOD members and four additional subject matter experts with staggered terms to ensure an appropriate balance of continuity and turnover.

The CAS Review Committee functions as a Standing Review Committee, is advisory to the FRA BOD and provides: 1) expert assurance to the Board that the Laboratory has a robust and effective CAS in place; and 2) advice and assistance to the Laboratory in identifying and managing issues related to its CAS and helping the Laboratory prepare for periodic external CAS peer reviews. Contractor assurance activities and performance data help to inform and prioritize the Review Committee’s assessment schedule. The CAS Review Committee meets at least once annually to insure adequate performance of its primary function.

The Chair of the CAS Review Committee is required to present results of the CAS review(s) once annually to the full BOD. BOD members who serve on the CAS Committee are available to answer additional questions and provide Board perspectives. The staggered terms for BOD members help ensure that, over time, a larger number of Board members will have developed expertise in CAS, thereby enhancing oversight and a more complete connection between CAS and the BOD.

In order to facilitate timely and appropriate communication to the DOE Site Manager, Contracting Officer and other appropriate DOE staff, FRA and the Laboratory have developed an internet-based repository of CAS-related information. The repository includes detailed information utilized by the CAS Committee in conducting its assessments, and reports generated by the Committee and reported to the BOD. In addition, senior FRA leadership provides routine verbal CAS updates to DOE leadership throughout the year. FRA routinely provides access to and shares management information with the DOE through a combination of informal and formal mechanisms. Senior leadership of FRA conducts standing and impromptu meetings throughout the year with the DOE Fermilab Site Office (FSO) to provide information, obtain input, feedback and address issues as they arise. FRA leaders also meet by phone and in person as necessary with appropriate DOE officials at Office of Science headquarters for the same purposes.

4.0 References

FRA Contract [Access restricted to appropriate CAS representatives from FRA-FNAL-FSO.]

5.0 Processes Supporting System [Access restricted to appropriate CAS representatives from FRA-FNAL-FSO.]

6.0 Reviews, Audits and Reports

  • Assurance Letter from FRA to FSO (from Board Chair to FSO Mgr; annual)
  • Full Board and Board Committee agendas and minutes (per each meeting)
  • Report from the FRA CAS Review Committee (annual)
  • Report from the Visiting Committee for Science Programs (annual)
  • Report from FRA to FSO regarding the status of commitments to FNAL at no cost to the government (annual)
Last modified: 11/11/2013 |