The Board of Directors of the Humane Society of the United States (HSUS) today announced that it has unanimously approved and directed the implementation of enhancements to the organization’s governance practices and policies following a comprehensive Board governance review conducted by Gibson, Dunn & Crutcher LLP on a pro bono basis. Following a four-month diligence phase, which included reviewing the HSUS Board governance documents and procedures and interviewing current and former members of the Board, HSUS staff and other key stakeholders, Gibson Dunn developed a comprehensive set of recommendations and related governance enhancement action plan, which it presented to the HSUS Board on October 5, 2018. The HSUS Board voted to approve all recommended actions, with implementation to occur by the HSUS Board’s April 2019 meeting. This governance enhancement action plan is among several steps the organization is taking to improve its governance practices and workplace culture, including the recently announced Reconciliation Process related to workplace harassment and working with culture experts on culture change.

Marsha R. Perelman, Board Vice Chair, and Kathleen M. Linehan, Chair of the Board’s Legal, Bylaws, Ethics and Governance Committee, who oversaw the governance review, stated on behalf of the entire HSUS Board of Directors, “We understand and appreciate that our Board needs to continue to regain and rebuild the trust of HSUS’ many stakeholders. Led by an outside advisor, we have completed a robust governance review, and we want all HSUS employees, volunteers, affiliates and donors to know that the Board is fully committed to improving our governance practices and policies, setting the right tone and charting the way forward for the organization. We are taking a number of steps to make the HSUS a better, more compassionate, and more supportive place to work as we continue to focus on our mission as the leading animal advocacy organization. The Board is committed to working to implement these important governance enhancements, establish Board and management leadership for the future and usher in a new chapter for the HSUS.”

The HSUS Board governance enhancement action plan includes:

- Demonstrating an ongoing commitment to setting an appropriate tone at the top on issues related to the workplace environment:

Under the Board’s leadership and with its full support, the HSUS will refresh its annual, in-person organization-wide sexual harassment training (which will include participation by directors), will communicate the Board’s strong support for the organization’s anti-sexual harassment enforcement processes to all staff and will, at least annually, evaluate the effectiveness of such processes on an ongoing, high-level basis, in consultation with the Office of General Counsel and the Senior Vice President of Human Capital.

The Board will designate a committee to provide oversight of the HSUS Human Resources (HR) function and receive regular reports on HR issues, including any complaints of sexual harassment.

Establishing succession plans for Board leadership and senior management positions.

Adopting Board corporate governance guidelines and implementing regular director training that emphasizes the Board’s oversight role and director fiduciary duties:

  • The Board will adopt governance guidelines that will clearly outline the responsibilities of the Board, its officers and its committees, as well as governance policies and procedures to ensure the Board’s role in effective oversight.
  • The Board will establish director qualification standards and implement an annual director performance evaluation process that, at least initially, is performed in conjunction with a third-party facilitator.
  • The Board will develop and implement a director training program.

Reviewing the Board’s structure, modernizing the HSUS Bylaws and encouraging the Board refreshment process:

  • The Board will review the Board structure, including the structure and the role of the Executive Committee, and will establish individual committee charters to formalize the functions, duties and procedures for all standing committees.
  • The Board will modernize the organization’s Bylaws in order to allow it to adopt many of the governance enhancements described.
  • The Board will review and consider mechanisms to manage director and Board officer tenure, and adopt the goal of average director tenure of less than ten years.
  • The Board will simplify and formalize the process of appointing directors to the Board.

Eric (“Rick”) L. Bernthal, Esq., Chair of the HSUS Board added, “By implementing these important and necessary changes, we will not only make the Board’s oversight of HSUS more effective and better aligned with best practices, but also ultimately foster a stronger and kinder organization. We will act with transparency as we put new policies in place, while continuing to ensure that our organization has the support needed to fulfill our mission on behalf of the animals we fight for.”

These governance enhancements are in addition to the HSUS Board’s ongoing refreshment process. In September 2018, three highly-qualified and passionate animal advocates were elected as new directors to the HSUS Board:

– Susan Atherton, a former enterprise software and cloud computing executive who serves as Vice Chair of the Board of Directors of the Humane Society Legislative Fund, Vice Chair of the Board of Directors of the San Francisco SPCA and on the Board of Directors of Humane Society International.

Caren Fleit, a Managing Director at Korn Ferry and former marketing executive who serves on the HSUS New York State Council and on the Board of Directors of Animal Care Centers of NYC and the Catskill Animal Sanctuary.

– Thomas J. Sabatino Jr., the Executive Vice President and General Counsel of Aetna and a renowned, longtime animal advocate actively engaged in animal rescue in communities across Florida and New England.

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