Inquiry into the Governance of the Valley Transportation Authority, dated 06/18/2019 (hereafter referred to as the*

The VTA Board, currently made up exclusively of elected officials from the Santa Clara County, Board of Supervisors, the City of San José and the other smaller cities in the County, suffers from: A lack of experience, continuity and leadership; Inadequate time for the directors to devote to their duties to the VTA Board due to their primary focus on the demands of their elected positions; A lack of engagement on the part of some directors, fostered in part by the committee system, resulting in VTA functioning largely as a staff-driven organization; Domination, in terms of numbers, seniority and influence, by representatives of the Santa Clara County Board of Supervisors and the City of San José; and 3331 North First Street Administration 408-321-5555 San Jose, CA 95134-1927 Customer Service 408-321-2300 Solutions that move you Frequent tension between the director's fiduciary duties to VTA and its regional role, on the one hand, and the political demands of their local elected positions, on the other. Response VTA disagrees partially with the finding. As is true of boards of large organizations, there are different levels of tenure on the Board. The goal is to encourage a balance of new perspectives with institutional knowledge and continuity. It is important to point out there is significant longevity on the Board. The combined years of service for all existing Board members is 95 years. The average (mean) length of service is five (5) years, the median is four (4) years, and the mode (the years of service most common to all Board Members) is three (3) years. The longest tenure is 15 years. Additionally, staff provides significant resources to orient and assist Board members on a regular basis. The finding that the organization is staff driven and simultaneously dominated by the largest member agency is contradictory. Similar to other organizations, the Board sets the policy and provides direction to staff. Staff then implements the Board adopted policy and direction. Regarding the finding of the Board's fiduciary responsibilities and regional role, the Board's voting history shows there is generally consensus in approving projects with regional benefits.

The California Public Utilities Code, the VTA Administrative Code and the Guidelines for Member Agency Appointments to the VTA Board of Directors adopted by the Governance and Audit Committee of the Board (Guidelines) all contain provisions requiring that, to the extent possible, the appointing agencies shall appoint individuals to the VTA Board who have expertise, experience or knowledge relative to transportation issues. Nevertheless, appointees to the VTA Board often lack a basic understanding of VTA's operations and transportation issues, generally. Response VTA partially agrees with the finding. VTA does not have the authority to require compliance with the guidelines. VTA will take further steps to inform the appointing authorities of the advantage of appointing individuals with helpful experience or knowledge, to the extent possible, as well as communicate the time commitment required for Board Members.

The VTA Board lacks effective policies designed to assure productive participation by members of the VTA Board. Response VTA disagrees wholly with the finding. Board policies are designed to provide transportation and congestion management services and products to the public. As previously mentioned, VTA has no authority to initiate nor enforce a policy to address something as vague as "to assure productive participation." The study commissioned by the VTA may result in best practices that can assist in enhancing Board participation.

The Grand Jury commends the Chairperson of the VTA Board for recognizing the need to improve Board engagement and effectiveness by convening the Ad Hoc Board Enhancement Committee to review the Board's governance structure and practices. Response VTA agrees.

VTA continues to consider an extension of VTA's light rail system to the Eastridge Transit Center, at an additional capital cost of over $450 million, although VTA's light rail system is one of the most expensive, heavily subsidized and least used light rail systems in the country, many transit experts consider light rail obsolete, and VTA is suffering from chronic structural deficits that would be exacerbated by the continuation of the project as currently defined. Response VTA disagrees with the finding. The Eastridge to BART Regional Connector has been approved by the voters and the Board. See response for Recommendation 5a for more details.