“Board members of each state and local authority, or subsidiary thereof, shall establish a governance committee…” That’s the law, but for the last six years, RIOC board chair RuthAnne Visnauskas has ignored it. That’s not out of character for the CEO of NYS Homes and Community Development, at least with RIOC. Her negligence helped muzzle the board and cover for years of mismanagement.
by David Stone
The Roosevelt Island Daily News
The Governance Committee That Isn’t
As the longtime head of HCR since 2017, Visnauskas surely knows what the rules are or can count on staff attorneys for advice. Her job includes sitting as chair on the board of RIOC, the Roosevelt Island Operating Corporation, essentially running the show.
Although she almost always sends a surrogate in her place for meetings, that’s not a free pass out of responsibility. Nor does it suggest she’s not active behind the scenes, whether as the governor’s factotum or on her own initiative.
Until recently, when junior board members began asking questions, Visnauskas got a free ride, even as she played a role in shameful board actions like the unethical firing of CEO Susan Rosenthal and the coddling of her successor. But all that came to a head in February, when board member Ben Fhala raised the issue of a missing governance committee.
As Visnauskas’s surrogate tried shutting him up, Fhala asked if she was aware that they were violating state law. When she dodged his question, he persisted until she shutdown the meeting.
What It Is and Why It Matters
“The governance committee will meet a minimum of twice a year,” according to the Model Charter suggested by the New York State Authorities Budget Office.
Under Visnauskas, RIOC’s governance committee has not met in almost six years. It has only a single member, David Kraut, who is not its chair. Kraut has the misfortune of being on every board committee, a distinction not shared by any other board member.
While this may not sound like much after so many years of passive board acquiescence to everything, it breaks the structure established for agency accountability. Getting used to it under Visnauskas and Governor Hochul doesn’t make it right.
Board members of state and local authorities shall (a) execute direct oversight of the authority’s chief executive and other management in the effective and ethical management of the authority; (b) understand, review and monitor the implementation of fundamental financial and management controls and operational decisions of the authority; (c) establish policies regarding the payment of salary, compensation and reimbursements to, and establish rules for the time and attendance of, the chief executive and management; (d) adopt a code of ethics applicable to each officer, director and employee that, at a minimum, includes the standards established in section seventy-four of the public officers law…
FindLaw: New York State Public Authorities Law
No one can honetly say that RIOC’s board has done any of that in the last several years or even much of it at any time while Visnauskas served as chair.
But it’s in the breakdown of responsibilities, cut up under committees that report back to the full board, that the wheels come off. Breaking it down, accord to FindLaw…
“Board members of each state and local authority, or subsidiary thereof, shall establish a governance committee…”
But what do they do…?
The responsibilities assigned to governance are so comprehensive that they make it the heart of the board’s work in full:
“It shall be the responsibility of the members of the governance committee to keep the board informed of current best governance practices; to review corporate governance trends; to recommend updates to the authority’s corporate governance principles; to advise appointing authorities on the skills and experiences required of potential board members; to examine ethical and conflict of interest issues; to perform board self-evaluations; and to recommend by-laws which include rules and procedures for conduct of board business.”
So, when there is no governance committee, the whole operation collapses, leading to the mess RIOC’s interim management is trying to fix. They can’t do that alone, however, and it appears that state officials, including Visnauskas, want it that way.
A properly running state agency weakens their control and the patronage pipeline.
Why resist having a governance committee…
According to the Authorities Budget Office, a key power of the committee is to “Meet with and obtain any information it may require from authority staff.”
The Haynes administration at RIOC, in power since June 2020, fought this access tooth and nail. That resistance was aided and abetted by Visnauskas’s failure to establish a governance committee at all.
According to discussions during board meetings, she or her surrogates fiercely resisted months of demands that new board members be assigned to any committees. That goes directly against her assumed responsibilities as chair and blocks participation in governance at all levels.
Transparency is not the Hochul administration’s long suit, and Visnauskas has sat by while RIOC sank deeper and deeper into bunker mode.
Finally…
Funny thing – Visnauskas has the distinction of being sued by both the current President/CEO of RIOC, Shelton J. Haynes, and his predecessor, Susan Rosenthal. Both cases are active.
This is what a swamp looks like, and while we can credit whoever stepped in, temporarily replacing Haynes with interim leaders, we don’t know what motivated the tactic or where it will lead.
Today, under Deputy General Counsel Gerrald Ellis and CFO Dhruvika Patel Amin, RIOC is opening up to the community, fostering transparency and nurturing accountability. There’s hope but with Visnauskas still in charge not any reassurance because the current florescence runs counter to everything she’s done in the past.
And no state agency or authority thrives without a functioning board. It makes operations and management too vulnerable when no one affirms the rules.
RIOC’s board needs a shakeup, and a governance committee at all is a minimum requirement. Good luck getting Hochul and Visnauskas’s agreement.
On naming, neglect, and the quiet work that keeps things standing
About twenty years ago, there was Harbor Police activity near the water, just south of the subway entrance. At the time, no one really thought of it as a pier, though technically there was a small boardwalk there. Of course it wasn’t a pier. A pier implies intention.
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