The management team at the Battery Park City Authority (BPCA) asked members of the agency’s board to approve more than 100 pages of financial statements and regulatory filings that only one of them had read, because the documents were legally required to be submitted to State overseers 48 hours later.
At the January 27 meeting of the BPCA board, the Authority’s vice president for administration, Benjamin Jones, began the discussion by saying, “there are all kinds of reports today. This report, pursuant to the Public Authorities Law, is a compilation of documentation on a range of issues, which we have to submit to the Comptroller’s office. It includes financial information, a summary of projects undertaken, our bylaws, internal controls assessment, and a few other required documents.”
Looking down at a folder full of briefing materials, BPCA chairman and chief executive officers Dennis Mehiel said of this report, “I noticed it says here, ‘attached.’ Is there a separate document that we’re filing?”
BPCA Deputy General Counsel, Seema Singh answered, “there is.”
Mr. Mehiel responded, “where is it? The members don’t have it? Or am I the only member who doesn’t have it?”
Ms. Singh explained, “I sent out an email. I said that I’d have them if anybody want to review them.”
Mr. Mehiel said, “I would like to. On the other hand, I do have great trust in the staff.”
BPCA vice president Benjamin Jones: the reports make,
“good bedtime reading if you have trouble falling asleep.”
Mr. Jones warned that a close review of the reports might fatigue the board members who were being asked to sign off on them, saying, “it’s good bedtime reading if you have trouble falling asleep.”
Board member Hector Batista then said, “I’m confused why we didn’t get this. Why do we have to vote on it? It’s a long document to just review,” during the course of a 60-minute board meeting.
Still confused, Mr. Mehiel asked Ms. Singh, “when did you send it,” to the members of the board?
Ms. Singh reiterated, “I didn’t. We sent an email. It’s too large a file to go. So I asked if anybody wanted it in hard copy.” This position appears to ignore free online services, such as Dropbox, which can transmit files of any size. Another option would have been a courier service, such as FedEx.
Ms. Singh continued, “Martha did” want to review the reports. This was a reference to Martha Gallo, the only member of the BPCA board who lives in Battery Park City. (Ms. Gallo is also the former chief compliance officer at JP Morgan Chase, and now heads internal audit at American International Group insurance. She additionally chairs the Audit Committee of the BPCA’s board.) “But no one else,” Ms. Singh added.
Mr. Batista said, “among the many emails that we’ve been getting, I missed that.”
Ms. Gallo then said, “I’m the only one who got it in advance and read it. I don’t know whether we should defer approving it or not. I don’t know what the implications are.”
Mr. Mehiel asked Mr. Jones, “what’s your deadline?
Mr. Jones answered, “the end of the month.” Because this meeting was taking place on Wednesday, January 27, and the last two days of the month fell on a weekend, this effectively meant that the report was due with the State Comptroller by close of business on Friday, January 29, or slightly more than 48 hours later. Because the BPCA board meets monthly, the January 27 session was its last — indeed, its only — chance to approve a lengthy (and legally mandated) report that none of its members, except for Ms. Gallo, had seen.
Mr. Batista said, “I have a hard time voting on this right now, without looking at it.”
Mr. Mehiel seemed untroubled by Mr. Batista’s concerns, shrugging and saying, “it’s up to you, Hector. You’re going to vote however you want to vote.”
BPCA board member Martha Gallo: “I’m the only one who got it
in advance and read it. I don’t know whether we should defer approving it or not.
I don’t know what the implications are.”
Ms. Gallo chimed in, “maybe I can help. First of all, I read with great interest the report. It pulls together and represents the year we’ve had at the Authority. The good financial results and the results we continue to deliver on the projects.”
After Ms. Gallo summarized the contents of the report, and pointed out areas where she believes the BPCA’s performance is in need of improvement (particularly in the area of community relations), Mr. Mehiel asked, “do we want to vote this report up or down?”
Mr. Batista said, “I’m going to take my colleague’s recommendation,” and said he would review the reports after the meeting, with the understanding that the reports could be revised, if necessary. “I just think it would be helpful, when you send these documents, note any that need special attention. I get hundreds of emails each day. In some ways, that’s my bad, but in some other ways, you guys need to let us know. So we will vote on this, I will look at it, and if I have any concerns, I’ll reach out to you.
“Do I have a motion?” Mr. Mehiel asked, calling for a vote on the reports.
Before they were willing to vote, both Mr. Batista and Ms. Gallo began to repeat their shared reservation, saying in unison, “with the caveat that…”
Mr. Mehiel seemed irritated that the issue was not yet considered resolved, and interrupted, “what was said was that any member, as they go through the report in detail, if they have edits or suggestions, we’re going to take account of those and we have the capacity to amend as needed.” And with that, the five current members of the BPCA board voted unanimously to approve documents that only one of them had read.
Matthew Fenton