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(M1) Governance (Under Revision)
Contractor Assurance

​​​​​​​Management System Owner: Deputy Director for Administration

Revision and Date  Revision 2.3 - April 12, 2019

​1.0            Purpose

The Fermilab Governance Management System (M01) provides the framework of procedures, policies, and practices by Fermi Research Alliance, LLC (FRA) ensures accountability, fairness, and transparency in the laboratory's relationship with its all stakeholders.  The purpose of M01 is to provide assurance that mission objectives are met; that workers, the public, and the environment are protected; and that operational, facility, and business systems are effectively run and meet contract requirements.

The Governance Management System is the source of the Contractor Assurance System, is accountable for the annual Performance Evaluation and Management Plan (from the contractor perspective), and is responsible for the highest-level framework by which FRA organizes itself to execute its mission and fulfil the contract.

This Management System governs activities under the Prime Contract including work at the Fermilab sites in Batavia, Illinois, and Lead, South Dakota.

2.0            Roles and Responsibilities

Title Responsibilities
Members of FRAOwners of the LLC with ownership interest shared between the University of Chicago and the Universities Research Association, Inc.
Chair of the Board of DirectorsOversee and direct the composition and activities of the Board of Directors.
Member of the Board of DirectorsContribute to the effective guidance and oversight of Fermilab.
Laboratory Director (CEO)
Serve as President of FRA; appointed by the Board.  Directs and oversees the entire laboratory including resources; activities and outputs; outcomes and impacts; holds overall accountability for the performance of the laboratory and fulfillment of the expectations set by the Department of Energy. Sets the overall strategy for Fermilab, represents the laboratory to external communities, and is the chief spokesperson for the lab.

Corporate Secretary

Support the activities of FRA and coordinate among the Laboratory, FRA, and the Board.

​Chief Research Officer (Deputy, Research)

Oversees the research program of the laboratory and works with the Department of Energy and other key scientific stakeholders to develop the lab's scientific direction. Also serves as the lab's highest-level, internal line-management representative for the DUNE collaboration, Fermilab's long-baseline neutrino initiative.

​Chief Operating Officer (Deputy, Operations)​Oversees internal lab-wide activities, functions, and infrastructure that support the scientific program and serves as a liaison between Fermilab and the DOE system. Manages the Contractor Assurance System, which crosscuts all the lab's operations, and provides a meaningful summary of performance and compliance to the FRA Board and the Department of Energy. Assists the director in strategic planning, resource management, and workforce development.
Internal Audit​Serves as an independent and objective resource for conducting audits and providing guidance regarding internal controls.

Since 2015, FRA has employed a Deputy Director for the Long Baseline Neutrino Facility (LBNF), a key-personnel position fully accountable for management and execution of the LBNF project.  This Deputy serves as project director in the formal sense and also represents the project to internal and external communities.

FRA corporate employs several part-time professionals to assist with financials and management of the LLC.

3.0            Primary Requirements

  • DOE Prime Contract No. DE-AC02-07CH11359 for the Management and Operation of the Fermi National Accelerator Laboratory (Fermilab)
  • Fermilab Performance Evaluation and Measurement Plan (PEMP)
  • All DOE orders, regulations, and statutes inherent in the M&O contract and applicable U.S. laws and regulations

4.0            Management System Description

4.1               Overview

Fermi Research Alliance, LLC is the operator of Fermi National Accelerator Laboratory (Fermilab) on behalf of the U.S. Department of Energy under a management and operating contract.  FRA was established by the University of Chicago and Universities Research Association (URA), an association of over 90 research universities.  To ensure the Laboratory effectively carries out its mission and contract responsibilities, FRA empowers a Board of Directors to act on its behalf to oversee the operation and administration of the Laboratory.   The President of the University of Chicago serves as the Chair of the Board of Directors and a member of the URA Board (typically the Executive Chair) serves as the Vice Chair of the FRA Board.  The Laboratory Director is President of FRA and is responsible for directing the work of the Laboratory pursuant to the advice and guidance of the Board of Directors. 

The Board of Directors will consist of approximately ten to fifteen leaders from academia, public service, and industry, all of whom will both collectively and individually fulfill the Board of Directors responsibilities for FRA.  The major responsibilities of the Board are divided into three primary oversight areas:  1) stewardship and governance, 2) strategic guidance and leadership, and 3) advocacy and outreach.  These responsibilities are multi-faceted and each individual Board Director's contributions will vary. 

Pursuant to the Prime Contract, the Laboratory Director selects a team of key personnel with DOE concurrence to assist in management and operation of the laboratory (noted above, a deputy director each for LBNF, Operations, and Research).  This team is the bridge between the Laboratory and the Board of Directors.  Their primary responsibility is to carry out the strategic plans and policies as approved by the Board of Directors and by DOE.  They are accountable to the board for:

  • Contributing to the development of annual goals and objectives;
  • Ensuring that policies and procedures are designed according to established board policy;
  • Informing the Board of existing or impending policy issues; and
  • Issuing an assurance declaration to the DOE that describes the compliance status of requirements defined by the Management and Operations contract for the laboratory.

The Fermilab Management System Owners and Chief Officers are responsible for the day-to-day oversight and management of the defined management systems.  Their primary focus is ensuring that all elements of each management system are applied as appropriate across the laboratory to accomplish the mission as defined by the strategic plan for the laboratory.

The Laboratory Assurance Council (AC) provides confidence to the Laboratory Director that there are sufficient internal controls and oversight systems in place and that the laboratory is operating properly.  It plays a role in monitoring and advancing the Laboratory Risk Registries.  The Assurance Council also provides oversight of issues management.

FRA Internal Audit provides independent checks and assessments of FRA's management systems using an independent team of professional, credentialed auditors.

The FRA governance model is designed to accommodate oversight and direction of work at Fermilab sites including Batavia, Illinois, and Lead, South Dakota.

4.2               Composition of the Board

FRA executes its stewardship function through the full Board and Board Committees whose charter, membership, and scope are defined by the Board and which meet on a regular basis to ensure accomplishment of their duties.  Additionally, the Board or a Committee have the discretion to periodically create ad hoc Review Committees to conduct specialized reviews as needs arise.

  • Up to 15 Directors, including the 4 representatives of the Members. 
  • The following four individuals will serve as Ex Officio Directors on the FRA Board of Directors:
    • University of Chicago President and Chair of the FRA Board of Directors
    • URA Executive Chair and Vice-Chair of the FRA Board of Directors
    • URA Executive Director
    • University of Chicago Vice President for National Laboratories
  • Candidacy of new members for the Board of Directors will derive from an ad-hoc nominations and discussions among the Members and the Laboratory Director with the approval and appointment of each potential Director by both of the Members.
  • The term of Directors will be three years with an option to extend by the agreement of the Members.  Initial Directors may serve for less than three years in order to enable the initial board structure.

Board members will be drawn from leaders in industry, academia, and past government service, with collectively strong governance, business, risk management, oversight, operations and strategic skills.  

4.3               Committees of the Board

The full Board and the Board Committees meet on a regular basis to ensure accomplishment of their duties.  At each full board meeting, the Board and its Committees review specific strategic issues and the Laboratory strategic plan.  Performance data, DOE requirements, the findings and the Laboratory's response to specific programmatic (i.e., science and technology) and operational issues are disseminated in full Board meetings.  Staff members from Laboratory management and FRA support each Board committee by documenting, monitoring, and facilitating the execution of action items from each meeting.. Committee participation may be augmented by outside experts or consultants.

There are presently five standing Committees of the Board of Directors.

  • Executive and Governance Committee – Responsible for acting for the Board in situations where exigencies are such that it is not possible for the full Board to convene and where the full Board is not required to act.  Will also oversee performance and/or compensation-related issues associated with the key personnel at the Laboratory.
  • Audit Committee – Responsible for all audit and financial issues, including internal audit (with the auditors reporting to the Committee). 
  • Operations and Finance Committee – Responsible for such areas as Contractor Assurance/CAS, administration, and human-resources systems, facilities and engineering, business services, procurement and contracting, project management and strategic milestones.
  • Environment, Safety, Health, and Quality Committee – Responsible for such topics as safety, health, environment and quality assurance.  This Committee includes safety and hazard considerations in its purview that address the unique features of the Fermilab site in Batavia, Illinois (e.g., accelerators, surface-water flow) and the one in Lead, South Dakota (e.g., underground work, ventilation, dewatering).   
  • Cybersecurity and International Access Committee – (in development) Responsible for topics such as cybersecurity posture and monitoring DOE requirements for site security and access control.

4.4               Responsibilities of the Board

Stewardship and Governance: 

  • Ensure the development of a robust Laboratory strategy
  • Assess the quality of the strategy and its execution through periodic assessments of Laboratory programs and the Laboratory contractor assurance system
  • Ensure the development of an effective enterprise risk management program with appropriate controls and risk mitigation strategies
  • Ensure effective Laboratory leadership is in place and adequately supported, primarily through (1) review (and where appropriate, selection) of Laboratory Director; (2) appropriate succession planning, and (3) review of key personnel selections
  • Ensure compliance with DOE mission, policy and expectations

Strategic Guidance and Leadership

  • Provide appropriate direction and counsel in support of Laboratory's strategic plan and its mission as a National Laboratory
  • Advise on the scientific objectives, major initiatives, operational policies, and performance measures of the Laboratory
  • Provide guidance to the Laboratory Director and the leadership team on Laboratory infrastructure, staffing, and budget plans

Advocacy and Outreach:

  • Engage the Laboratory Director and staff on development and execution of effective advocacy and outreach campaigns
  • Enhance the Laboratory's public image and help drive awareness of its strategic plan
  • Enable future opportunities for the Laboratory as appropriate

4.5               Other Procedures and/or Processes

The Board will meet a minimum of two times per year with an additional third meeting scheduled on an as-needed basis as a Board Retreat.  A calendar of meetings will be scheduled in advance for the convenience of the Board of Directors.  Additional meetings or retreats may also be scheduled as needed.  Committees may meet in conjunction with the full Board meeting and additionally as determined by the Committee Chairs.  The full Board meeting agenda will include regular reporting from Committee chairs and from the Laboratory Director and will also include the topics of strategic importance for the full Board.  Detailed minutes will be prepared for each full Board meeting distributed to the Directors and formally approved in a timely fashion.

Each full Board meeting will conclude with an executive session of the Directors without laboratory management.  As appropriate, the Chair of the Board will meet with the Laboratory Director to provide feedback from the executive session or to discuss next steps.  Each Board Director will be provided access to information necessary to perform his or her oversight responsibilities via a secure web portal.  A well-defined process will be developed to educate/orient new Directors about Fermilab and about expectations for and responsibilities of Director

5.0            Reports, Audits, Assessments and Required Records

The Board has oversight roles in annual audits including both external, independent audits of finances as well as assessments prepared by Fermilab's Internal Audit department.  The Board periodically oversees self-assessments and independent evaluations of FRA governance, Fermilab's Contractor Assurance System, and other matters specified in the Prime Contract. 

The Laboratory Director is responsible for all programs and delegates day-to-day management of the Contractor Assurance System to the COO. Operation of the Contractor Assurance Program consists of several major components with clear, documented descriptions of activities. Managers understand their responsibilities and a clear plan of key activities has been developed. The COO, via the Assurance Council and the ESH&Q Section Quality Assurance Group, coordinates site-wide assessment activities to assure the highest risk processes are included. Functional organizations provide assurance information in the form of assessment reports and metrics. Assessment reports are reviewed for breadth, depth and consistency, and feedback is provided to the functional organizations

The Laboratory has established a Risk Management program using a graded approach to provide assurance regarding the mitigation of risk. The Enterprise Risk Registry is updated annually through a series of consultations and a senior-management workshop.  An Operational Risk Registry (ORR) is used to identify and manage risks associated with operational commitments; a Risk Management Board meets monthly to maintain the ORR and make recommendations to laboratory leadership regarding mitigations.  Outbriefs are provided to the program and site offices after each meeting, typically via teleconference. Finally, each major capital-asset construction project maintains its own registry of Project Risks as part of the DOE project-management framework. 

5.1           Planning and Guidance

Strategic and tactical planning for Fermilab is conducted by the Director, with advice from external advisors including the Director's Physics Advisory Committee, Accelerator Advisory Committee, PIP-II Machine Advisory Committee, Strategic Project Advisory Committee, Long Baseline Neutrino Committee, and Computing Advisory Committee; the Office of High Energy Physics; and the DOE/NSF High-Energy Physics Advisory Panel, and internal bodies, such as the Assurance Council, Scientists Advisory Council, Engineering Advisory Council, and the Employee Advisory Group.

5.2           Assessments

Fermilab uses a combination of Management Assessment and Independent Assessment to ensure the requirements and controls applicable to the laboratory are satisfied:

  • Management Assessments: Management Assessments at Fermilab are conducted by, or under the direction of, Fermilab managers at all levels, to identify and correct problems that hinder their organizations from achieving their objectives or to identify opportunities for improvement. These include assessments sponsored by Fermilab management such as third party certification assessments.
  • Independent Assessments: Independent Assessments at Fermilab are audits, surveillances, verification and validation reviews, or inspections led by trained members of the laboratory. Independent assessment teams may include others who are independent from the work or process being evaluated.
  • Self-Assessments: Self-Assessments are a Management System Owner or Process Owner's audit of their own processes, organization, etc. to determine whether specific requirements are being met, and if improvement opportunities are present.

5.3           Performance Measurement and Issues Management

The Governance Management provides the framework for overall assurance about laboratory compliance and performance.  Certain elements provide assurance about the effectiveness of this management system. 

As discussed above, the key elements of the assurance framework are the Board of Directors and its Committees, various external advisory groups and internal committees, and a system of assessments.  Key performance metrics are used to provide assurance and an issues-management system (with progress indicators) is used to provide assurance about continuous self-improvement.

Metrics: The Governance Management System sponsors FermiDash, a technology platform that integrates performance metrics from each of the Management Systems and makes them visible online.  Each Management System, with guidance from M08 Quality Management System, is responsible for creating and maintaining relevant performance metrics.  Performance measures are used to demonstrate sustained and improved performance relative to defined outcome measures and targets. Leading indicators are used, where possible, to monitor performance. Performance measures are aligned with strategic goals and periodic reporting of status against metrics is provided to key stakeholders.  For instance, the M02 Planning and Performance Management System is responsible not only for the strategic-planning framework of the Annual Lab Plan, Laboratory Goals, and Laboratory Objectives, but it also is responsible for monitoring Laboratory progress against those goals and objectives.

At present, the metrics for assuring effective performance of the Governance Management System are (a) the annual PEMP score and contract extension, (b) turn-around time for moving major issues off the Director's Watch List (a relatively new tool), and (c) the degree of completeness and accuracy of FermiDash. 

Issues: Issues management is utilized to ensure that significant items requiring the laboratory leadership's involvement and/or commitment on resources, problems, trends, and issues are identified, documented, analyzed, and prioritized to promote effective resolution in a timely manner.  Issues management applies to issues identified through contractual obligations, corrective actions, assessments, lessons learned, and worker feedback, as well as injury, incident, and event (mishap) reporting which tend to be of major consequence, need lab-wide attention, and/or need senior management involvement.  For more information, see M08, Quality Management System.

Overall Assurance:  Awareness and oversight of this Management System's performance is provided to the MSO through additional tools.

  • DOE formal feedback such as in the mid-year and end-of-year PEMP grades, Independent Project Reviews by the DOE Office of Project Assessment, or other DOE-led reviews;
  • DOE informal feedback such as weekly meetings with the site office and the program office;
  • Assurance Council meets monthly to not only discuss maturity and challenges to each Management System but also to identify new engagements and route them to the relevant Management System Owners for SOT analysis and recommendations to Laboratory leadership; and
  • Committees of the Board of Directors which regularly examine Laboratory performance and systems and challenge internal assumptions. 

6.0            Additional References

7.0            Extension of Management System To South Dakota

This section formally captures the extension of the management system to Fermilab activities and roles at Sanford Underground Research Facility (SURF). 

FRA is heavily involved with the South Dakota Science and Technology Authority (SDSTA) and the Sanford Underground Research Facility (SURF) which it owns and operates.  The Governance Management System has been modified to address these engagements with the creation of five elements.

  1. A jointly developed and executed Memorandum of Understanding between FRA and SDSTA from June 2018.  This document articulates and records the common mission of the two organizations and identifies the basic framework for cooperation and shared progress.  It is on record in M12 Partnerships Management System.
  2. DOE executed a land-lease agreement with SDSTA for some surface space and a set of massive underground chambers.  FRA acts as the leasee's representative for the land lease and all normal DOE requirements apply inside of this leased area.  This tool allows Fermilab to have the identical control of work, personnel, and representations as it does in Batavia.
  3. The creation of a new organizational unit (the South Dakota Services Division, or SDSD) with an executive leader which provides full-time presence, oversight, and integration of all FRA activities at SURF and serves as the primary conduit for interactions between SDSTA and FRA.  The SDSD was created in mid-2018 and have brought centrality, focus, and accountability to the work between FRA and SDSTA.
  4. Specific tasks or activities to be executed by SDSTA are presently captured in distinct and individually negotiated Subcontracts and Agreements.  These legally-binding documents address statements of work, exchange of payments, access rights, and so on.  Efforts have been made to consolidate, systematize, and simplify the set of agreements.
  5. Fermilab Plan for Governance, Assurance, and Operations in South Dakota.  This plan was developed in early 2018 and outlines the operations and assurance models, functional requirements, and specific responsibilities of laboratory organizational units and Management Systems in supporting FRA work at SURF through SDSD.  It is available in the LBNF/DUNE DocDB.
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