American Red Cross Board of Governors Announces Independent Governance Advisory Panel

WASHINGTON, Tuesday, April 04, 2006 — The American Red Cross Board of Governors is announcing an Independent Governance Advisory Panel, a group of experts that will undertake an audit of Red Cross governance with the assistance of independent counsel. The goal of the audit is to identify any governance changes that are in the best interest of the Red Cross and the American public.

“Over the next few months, there will be a thorough examination of the Red Cross Board’s size, composition, selection, committee structure and other governance practices; in essence a ‘deep dive’ into these issues with the intended result of identifying areas where changes are appropriate,” said Bonnie McElveen-Hunter, Chairman, American Red Cross. “The Red Cross Board and management is committed to engaging in open and honest dialogue about our performance, the challenges we face and how we can improve the delivery of our services to the American people and will publicly share our findings with the public, our donors and stakeholders.”

The governance audit will assess the current Red Cross statutory governance model and the governance practices and procedures of the Board of Governors to examine “best practices” in non-profit and corporate governance, and consider the governance structure and practices most appropriate for the Red Cross. The audit will explore:

• The size and composition of the Board and the process for selecting candidates for the Board
• The organization and functioning of the Board of Governors, including the composition, structure and roles of the Board’s committees
• Roles and relationships of the Board of Governors and management
• Board of Governors oversight of the governance at Red Cross chapters
• Relationships and lines of reporting between the Audit Committee, the outside auditor, and the internal audit function, including whistleblower processes for Red Cross employees, volunteers and customers.

Governance Advisory Panel Members

Peter Clapman is the CEO of Governance for Owners USA, Inc., the former Senior Vice President and Chief Counsel for Corporate Governance at TIAA-CREF and the Executive Director of the Pace Law School Directors Institute, which offers educational programs for corporate and not-for-profit directors. He is a board member of the National Association of Corporate Directors (NACD) and is the Independent Chairman of the AARP Mutual Fund Board of Trustees. Among many other board or advisory positions, he was also the past chairman of the International Corporate Governance Network (ICGN), where he served as the ICGN representative on the Task Force of the Office of Economic Cooperation and Development (OECD) that drafted global principles of corporate governance.

Charles Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, a board member of the Investor Responsibility Research Center, a non-profit corporate governance research center, and a member of several corporate boards. He also is the Vice-Chair of the American Bar Association Business Law Section's Committee on Corporate Governance. He has served on the NACD’s Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees, Strategic Planning and Director Evaluation.

Margaret M. Foran is the Senior Vice President-Corporate Governance, Associate General Counsel and Corporate Secretary of Pfizer Inc. She is a board member of ICGN and the Girl Scout Council of Greater New York and a member of the Business Advisory Council of YAI National Institute for People with Disabilities. She also is Chair of the American Bar Association Business Law Section's Committee on Corporate Governance and Co-Chair of the Council of Institutional Investors.

Jay W. Lorsch is the Louis E. Kirstein Professor of Human Relations at the Harvard Business School and was a speaker at the March 21 governance summit convened by the Board of Governors. He has served as Faculty Chairman of the Harvard Business School's Global Corporate Governance Initiative since 1998. Mr. Lorsch is the author of more than a dozen books, including Back to the Drawing Board: Designing Boards for a Complex World (with Colin B. Carter, 2003), and he is a consultant to the boards of directors of several Fortune 500 companies. He is a member of several corporate boards and a member of the Advisory Board of BoardVantage, Inc.

Patricia McGuire is the President of Trinity University in Washington, D.C. She was formerly Assistant Dean for Development and External Affairs at the Georgetown University Law Center, where she taught courses in tax-exempt organizations. She currently is a member of the boards of directors of the Greater Washington Board of Trade, the Washington Hospital Center, the Washington Metropolitan Consortium of Universities, the Joint Military Intelligence College, the Eugene and Agnes Meyer Foundation, Goodwill of Greater Washington, and the Acacia Mutual Life Insurance Company and its parent the UNIFI Mutual Holding Company. She also serves on committees of the American Council on Education, the National Postsecondary Education Cooperative of the U.S. Department of Education, and the Girl Scout Council of the Nation’s Capital.

Paul Neuhauser is Professor Emeritus at The University of Iowa College of Law, where he teaches in the area of corporate law. In addition, he is a board member of the Interfaith Center on Corporate Responsibility (ICCR), an association of predominately faith-based institutional investors such as national denominations and religious communities, a board member of the Investor Responsibility Research Center, a non-profit corporate governance research center, and a former member of the governing board of the Episcopal Church. He has long promoted the use of shareholder proposals and other corporate governance tactics by non-profit organizations to achieve corporate social responsibility.

Karen Hastie Williams is a retired partner in the Washington D.C. law firm of Crowell & Mooring LLP and was a speaker at the March 21 Governance Summit convened by the Red Cross Board of Governors. She is a member of the boards of the NAACP Legal Defense and Education Fund, Amherst College, the Federal National Mortgage Association Foundation, and formerly of the National Cathedral School. She is also a member of several corporate boards. She also serves as Chair of the Black Student Fund, the BOLD (Business Opportunities for Leadership Diversity) Initiative, and is a former Chair of the Greater Washington Research Center. She formerly served with distinction as a Public Life Member of the Internal Revenue Oversight Board appointed by the President of the United States.

The Panel will be assisted by independent counsel, John F. Olson and Amy L. Goodman of Gibson Dunn & Crutcher LLP.

EDITOR'S NOTE: This updated release replaces the previously posted version.