Board Charter

CHARTER (DRAFT)

Board of Oversight 

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1.  INTRODUCTION AND PURPOSE

SLAC National Accelerator Laboratory (SLAC or the Laboratory) is a national laboratory and Federally Funded Research and Development Center (FFRDC) managed and operated under contract by Stanford University (Stanford or the University) for the United States Department of Energy (DOE or sponsor).  SLAC is located on Stanford University land that has been leased to the U.S. Government since 1962, and DOE has renewed SLAC’s Management and Operating contract to Stanford continuously over this period.  DOE has developed the land with numerous federally owned scientific facilities and structures as SLAC’s mission has expanded and evolved.  This mission includes research in basic and applied science conducted by SLAC faculty and staff, as well as thousands of external users and collaborators from around the world. 

While Stanford policies and its dual governance structure generally apply at SLAC except where noted in these policies,[1] there are important differences between SLAC and Stanford policies and governance based in the Management and Operating contract, national laboratory practices, and sponsor expectations.  For example, SLAC’s strategic and research direction is generally set by DOE with input from Stanford and SLAC leadership as opposed to through faculty-led programs, SLAC is organized like other national laboratories, and SLAC follows entirely separate safety, security, and financial requirements. 

The Stanford President has chartered the SLAC Board of Oversight (the Board or BoO) with providing comprehensive and independent oversight of SLAC on behalf of the University. The Board shares its recommendations with SLAC management for follow up, and the Board serves to implement a key component of Stanford’s Contractor Assurance responsibilities for the DOE.  In addition, the Board Chair provides the Board’s recommendations to the Stanford President and Provost, who in turn rely on the Board’s advice to inform the Stanford Board of Trustees of relevant risks and governance matters pertaining to SLAC.  The Board thus enables University oversight of SLAC in a manner consistent with the Management and Operating contract, national laboratory practices and sponsor expectations, while integrating SLAC into University risk and governance processes where appropriate. 

2.  BOARD OBJECTIVES

The Board has two primary objectives: (1) to oversee and assess whether SLAC is reasonably fulfilling critical contractual requirements and sponsor expectations and (2) to provide strategic recommendations and insight to SLAC and University leadership on SLAC institutional risks and opportunities, and on successful operation of the Laboratory. 

Regarding the first objective, the Board contributes to thecontractor assurance function on behalf of Stanford in accordance with the requirements in the Management and Operating contract. This contractor assurance function oversees that SLAC has processes to reasonably manage and operate the Laboratory and that they are working as intended. 

Regarding the second objective, the Laboratory presents to the Board or relevant committees its mission and operations strategies, progress against the strategies, and risks and mitigations in pursuit of the strategies.  The Board assesses 1) the soundness of the strategies, 2) whether reasonable progress has been made, and 3) risks and opportunities the Laboratory should consider and address. The Board also provides visibility into SLAC’s potential and emerging risks and plays a key role in integrating SLAC into the University’s governance model as appropriate.

Examples of topics and strategies for which the Board may provide oversight and recommendations include the following: 

• Science and technology mission and operation of the laboratory. Success and impact in the science and technology mission of SLAC, and efficient and effective operation of the laboratory.
• Strategic planning. Long-range Laboratory objectives that ensure programs, infrastructure, staffing and budgets are appropriately established and sustained.
• Culture. An intellectual environment that is conducive to the stimulation of innovative research and development work in support of DOE’s missions. Established policies and culture whereby SLAC personnel act with responsibility, accountability and integrity toward meeting their mission, receive effective feedback and strive to continuously improve.
• Safety, Security, Environmental, and Quality Management. An operational environment that is consistent with the principles of Integrated Safety and Security Management, environmental management and sustainability, and quality assurance, that ensures the health, safety and security of SLAC employees, the general public; and protection of the environment; and assures the safety, operability and functional adequacy of all Laboratory facilities and systems.
• Risk management. An effective management structure that can anticipate and address near-, mid- and long-range mission and operational risks.
• Contractor assurance. An operationally effective assurance program for risk identification, evaluation and mitigation that supports the long-term viability of the science and technology mission and operations programs.
• SLAC/Stanford relationship. An environment that fosters synergy between SLAC’s programs and Stanford’s research and educational missions.
• Human Capital. Technically competent, productive and efficient scientific, engineering, professional, managerial and operations personnel capable of performing outstanding, high-quality work.
• Continuous Improvement. A continuous improvement program that periodically benchmarks with other laboratories, universities and industry to obtain and consider a wide range of information, lessons-learned, and advice that enables incorporation of operational best practices.

3.  BOARD MEMBERSHIP, ROLES, AND RESPONSIBILITIES 

A. Board Members

The Stanford President appoints the Vice President for SLAC, who serves as the Chair of the Board.  The Board comprises the following members: (1) Stanford’s Vice Provost and Dean of Research; (2) Stanford’s Vice President and General Counsel; (3) the Chief Laboratory Counsel for SLAC, who serves as Board Secretary; and (4) the Chairs of each of the standing committees of the Board.            

B. Selecting Committee Chairs and Members

The Board operates through the following four standing committees: 

• Science and Technology; 
• Operations; 
• Projects and Infrastructure; and 
• Risk, Audit, and Compliance. 

The Chairs of the committees are selected by the Board Chair for renewable three-year terms.  The Board Chair may charter ad hoc committees as necessary.

The Board Chair appoints new committee members to serve renewable three-year terms in consultation with the Laboratory Director and the relevant Committee Chairs. Committee members are drawn from both within and outside Stanford, with a goal of balancing a healthy external perspective with strengthening Stanford engagement in overseeing SLAC. 

C. Responsibilities and Qualifications of Board and Committee Members

Board and Committee Members are not legal fiduciaries and Board and Committee membership does not convey governance or supervisory authority.  Board and Committee members are expected to help steward SLAC, substantively contribute to meetings and reports, and engage with the Laboratory on a regular basis in their respective roles.  Board and Committee members should be well-qualified and maintain direct, current knowledge and expertise as appropriate for their specific role on the BoO relating to the national laboratory system, the science and technology missions of SLAC, operations and infrastructure, major project management and execution, university and industry perspective, etc.  Board and Committee members typically hold leadership positions in their respective institutions or are recognized by peers as leading subject matter experts. Individuals who have retired more than two years ago and who have not maintained current, relevant day-to-day expertise for longer than two years are ineligible for a new term.  Board and Committee members serve at the discretion of the University.

In some cases, Stanford employees serving on the Board may also work with SLAC as part of their day-to-day responsibilities.  Board membership may be consistent with and support these employees’ day-to-day responsibilities but does not otherwise alter such responsibilities. Stanford employees serving on the Board or Committees should be mindful to distinguish Board activities from day-to-day responsibilities. 

Board members and committee members shall be free of conflicts of interest and commitment in the pursuit of their responsibilities.  Board and committee members must disclose such conflicts or appearance of conflicts to the Board Secretary.  Board and committee members also have an obligation to keep confidential internal deliberations and discussions, and sensitive information that may be disclosed to them in the performance of their duties.

D. Responsibilities of the Committee Chairs

In addition to the responsibilities described herein, the Committee Chairs work with their Laboratory points of contact to develop agendas for meetings and produce a report in the format provided by the Secretary within two weeks of each formal meeting of the Committee.  The Committee Chairs also participate as members of the Risk, Audit, and Compliance Committee.  In addition to performing critical oversight functions in their respective areas as described in the respective charter, Committee Chairs are expected to regularly review their respective committee charters with their committee, periodically include “skip-level” meetings on the agenda or conduct them off-cycle as appropriate, and establish a cadence of recurring focus areas for their committees as appropriate. 

E. Responsibilities of the Board Chair 

In addition to the responsibilities described herein, the Board Chair is responsible for setting the overall direction of the Board’s meetings, fostering robust and engaged Board membership, and ensuring the Board is operating as intended.  The Board Chair, together with the Secretary, is also responsible for producing and distributing an executive summary of the Board’s assessments and recommendations, at least annually, for the Board of Trustees of Stanford University.  The Board Chair is also responsible for raising awareness of Board assessments and recommendations to University and SLAC leadership on a regular basis.

F. Responsibilities of the Secretary

In addition to the responsibilities described for Board members, the Secretary shall be responsible for supporting the Board Chair and Committee Chairs as requested, documenting Board and Committee minutes, capturing Board recommendations, distributing Board materials and agendas, and ensuring Board meetings operate smoothly.

4.  BOARD COMMITTEES AND CHARTERS

Board standing committees formally meet at least twice a year for one to two days, with additional, informal meetings between the formal meetings as needed and called by the Chair.  Each committee provides a report to the Board Chair within two weeks of each formal meeting. The Risk, Audit, and Compliance committee typically meets after the other three committees meet formally.  The following are the charters for each standing committee:

Projects and Infrastructure Committee

The Projects and Infrastructure (“P&I”) committee focuses on strategy, overall performance, systems including processes and tools, along with risks and risk management for the execution of Laboratory’s total portfolio of projects. (Projects as used here mean formal line-item construction and major items of equipment projects, as well as other significant projects overseen by  SLAC’s Office of Project Management.)  The committee seeks to leverage (and not duplicate) information such as individual project reviews conducted by the Laboratory and DOE to holistically assess the strategy, overall performance, and project management approach and systems.  For instance, the committee may review SLAC’s project proposal and execution strategy and processes and the cross-cutting risks related to project proposals and execution, including the laboratory’s project oversight and assurance processes. Scientific justifications such as mission need for major science projects are typically assessed in the Science and Technology committee.

The P&I committee also oversees the Laboratory’s risk management strategy for risks relating to physical plant and infrastructure project execution, as well as other critical infrastructure systems to support such project execution.  In addition, oversight of the committee includes policies necessary for the successful execution of projects, including investment strategies and risk mitigations.  Given the potential for overlap, the P&I Committee Chair works closely with the Operations Committee Chair to ensure operational risks associated with SLAC’s physical plant and infrastructure are being adequately assessed.   

The P&I committee chair works with the SLAC Deputy Director for Projects and Infrastructure to develop an agenda for meetings.

Operations Committee

The Operations committee focuses on the totality of strategies, overall operational performance, systems including processes, tools and the associated risks and risk management to assure excellence in operations at SLAC. The scope of this committee includes protection of workers, the public, and the environment; safeguards and security, cybersecurity, and emergency management; as well as all business management functions which includes human resources, including diversity, equity, and inclusion (DEI) efforts, financial management, procurement, property control and accountability, information resources management, and laboratory communications.  Given the potential for overlap, the Operations Committee Chair works closely with the P&I Committee Chair to ensure operational risks associated with SLAC’s physical plant and infrastructure are being adequately assessed. 

The Operations committee chair works with the SLAC Deputy Director for Operations to develop an agenda for meetings.

Science and Technology Committee 

The Science and Technology committee (STC) has two primary functions: (1) to assess SLAC’s mid-to-long range science and technology program strategy; and (2) to assess progress against that strategy, as well as overall success and impact of SLAC’s science and technology portfolio.  In making its assessments and formulating recommendations, the STC considers how well SLAC’s scientific and technology program strategy and performance advances DOE’s mission and leverages shared education and research goals with Stanford.  The STC may also consider the needs of external stakeholders integral to SLAC’s mission, such as user communities, industry, and other agencies.  

The STC also oversees risks, systems, and strategies relating to research integrity, research security,  technology transfer and SLAC’s Strategic Partnership Project (SPP) portfolio. 

The STC committee chair works with the SLAC Deputy Director for Science and Technology to develop an agenda for meetings. 

Risk, Audit, and Compliance Committee

The Risk, Audit, and Compliance (RAC) committee’s primary goals are to assess whether the laboratory employs sound processes to (1) comprehensively identify, prioritize, and monitor its risks; (2) determine when and how to mitigate, transfer, accept, or avoid risks; and (3) encourage a self-critical, accountable, and learning organization. The RAC oversees the effectiveness of SLAC’s contractor assurance system, among other things, including the following:  

• processes for identifying critical enterprise risks and mitigations, 
• ethics and compliance, 
• audits, assessments, and issues management programs,
• sustained lessons learned and continual improvement programs, and 
• processes for identifying and tracking other risks and metrics that have the potential to significantly impact overall laboratory performance.  

The RAC committee chair works with the Laboratory Director to develop an agenda for meetings.