One of the challenges that every governing board faces involves fulfilling its obligation to fully support the chief executive, while simultaneously fully exercising its duty of care for the institution – or to put it a slightly different way, being able to accurately satisfy itself that the university is operating well. There are numerous examples wherein boards have allowed their well-founded confidence in the president to lead, over time, to a laissez-faire attitude when it comes to executing their responsibilities as trustees; not infrequently – and particularly at times of transitions in leadership – there can be some surprises in store. Effective governing boards position themselves, both structurally and relationally, in such a way that they can both support and challenge the president, enabling the president to do her or his best work and ensuring that the board is executing its fiduciary responsibility to care for the health and well-being of the institution entrusted to them.
As obvious as this concept might sound, my experience is that balancing these interests is not as easy as it might seem in practice. Governing boards seek, and frequently find, presidents that are energetic, passionate, and accustomed to the byzantine structures and traditions of higher education, whereas many board members are unfamiliar with the work of faculty or the conventions that govern the relationship between them and the institution. This lack of familiarity with higher ed culture makes it easy for boards to rely upon the president to assess the state of the institution and trust that they will inform the board of relevant issues. Trustees are conventionally admonished to put “noses in, fingers out” and if things appear to be going well, everyone is happy. But how – as an individual trustee – do you have confidence that things actually are, in fact, going well?
Understanding Responsibilities
Part of the answer lies in the setting of context and expectations for the relationship between the president and the board. This element takes at least three forms. First, the board needs to clearly understand its responsibilities and individual board members need to be aware of the duties they owe to the institution – and the potential perils of failing to perform those duties, including individual legal liability. There are many good resources available to assist presidents and board chairs in making sure each governing board member is effectively educated as to their responsibilities as a board member. (Presidents should be actively engaged in these sessions as they inevitably lead to discussions about the role of the chief executive officer, the chair of the board, and the board as a whole.) Ensuring that each new Trustee goes through a formal orientation session before beginning service on the board is also essential to having qualified board members who understand their roles, relative to the president.
Setting Norms for Communication
The second form of context- and expectations-setting relates to norms for communication. As a new president, I actively encouraged the constructive suggestions and criticisms of board members. Of course, there were times when I got more than I asked for, which (privately) got my hackles up, especially when some trustees exceeded the boundaries of their roles. In the wake of the sexual abuse scandal at Penn State (2011), I requested a closed, executive session with our board to discuss the reality that terrible things can happen at any university, but having a governing board with which I could have difficult discussions about any topic, no matter how sensitive, would decrease the chances of a crisis staying hidden until it exploded. (As a side note, one of the beliefs I repeatedly shared with colleagues – from Athletics to Student Affairs – is that life is messy, and students/employees make bad decisions: but it’s not so much the original bad decision that gets a leader in trouble, it’s the way the leader/institution responds to it once they learn about it.)
Universities are microcosms of reality, and the messiness of human life as well as all the cultural issues of the day all play out on a college campus. Board members need to be open to learning about all of the issues that their president and colleagues are grappling with and commit to encouraging a culture of transparency and communication between the president, the president’s leadership team, and the board. I know a colleague president who gave his trustees subscriptions to the student newspaper. The trustees enjoyed that practice far more than he did, but over time and conversations, it both built trustee knowledge and trust in the president’s transparency.
As president, in the interests of facilitating transparency and communication, I shared with board members that I had no difficulty with any of them reaching out to any member of the administration, faculty, or staff should they need information or clarification; my only request was that they loop me in when appropriate, so that their communication was not misunderstood by colleagues as an effort by board members to “manage around me.” Similarly, I asked senior managers to keep me in the loop when contact with board members became necessary. This approach reinforced the sense that transparency and communication were real values of the administration.
Setting Performance Goals
The third involves stated goals and expectations for presidential performance (often framed in terms of annual goals). Taking the time to intentionally discuss, define, and agree upon formal goals helps to create clarity and establishes discipline around expectations. Each board and president has to come to a determination of what and how many goals are considered reasonable and realistic alongside the regular and ordinary presidential responsibilities; but the process of setting annual goals helps to get board members and presidents on the same page as regards expectations for performance.
Expectations of Independent Transparency
Another element of balanced governance lies in the scope and degree of independent transparency about the institution that the board, and particularly the board chair, insists on. Certainly, standard practices such as an annual full-board review of the audited financial statements (and a session facilitated by the audit firm that conducted the audit) are a must. But other dimensions of the institution’s functioning are also relevant and important to receive periodic reports about. Universities are like small (or at times, not-so-small) cities, and the breadth of activity for which the president is ultimately responsible is mind-boggling. Assessment of enterprise risk management; faculty and staff relations; status of facilities and deferred maintenance; human resource management; reports of student and employee misconduct, and other potential/active litigation; fundraising and alumni development; information technology and data security; athletics; accreditation status; and campus safety are just some examples of areas with which the board should concern itself, and about which it should be receiving periodic, regular reports. Ideally, such reports should be presented not exclusively by the president, but by the member of the executive team within whose purview the area falls. In some cases, a specially commissioned report by an external consultant might be important.
Utilizing External Experts
Yet another way by which board members can remain both supportive and constructively critical is to ensure that external subject matter experts are invited periodically to present on trends and special topics in higher education. There are many very knowledgeable and capable leaders of higher education organizations, policy groups, think tanks, or practices who will make themselves available to provide data-backed insights based on what they are seeing from a sector-based or national perspective. Sessions that identify the top risk factors, or current trends, for institutions may echo the issues that most presidents are aware of and likely bring up regularly with their boards, but external presenters can speak with a different voice, and the “outsider’s perspective” is often received with fresh ears. If there is a high correlation between areas of focus for the board and the information provided by external speakers, then board members can with high confidence infer that they are attending to the things they should be.
Periodic Comprehensive Evaluations
Finally, board chairs should ensure that periodic, comprehensive evaluations of the president do occur. A comprehensive evaluation includes not only the board itself, but the confidential perspectives of those with whom the president regularly works – leadership team members, faculty and staff leaders, and other relevant constituents to whom the president has obligations (e.g., civic and community leaders, members of the legislature, fellow presidents). Ironically, it is possible to conduct evaluations that become “pro forma” if they are done too frequently; while annual self-reflections and discussions between the president and board leadership should occur, a comprehensive evaluation might be best conducted once every three or four years. Thorough, intensive (and confidential) evaluations by a qualified external evaluator provide the president, and the board, with a periodic opportunity to afford key constituents an opportunity to provide candid feedback, and an opportunity for the board to receive information it otherwise might not about the institution and perceptions of the president’s effectiveness as a leader.
The most effective relationships between presidents and their boards involve both mutual support and accountability. The board goes to great lengths to appoint a president in whom they can be confident; the president depends upon the board to support them as they go about the challenging work of leading, supporting, directing, and managing the activities of the institution, both directly and through their leadership team. While depending upon the president to effectively lead their institution is a natural expectation of every board, ensuring that the board is positioned to effectively support their president is an obligation that requires active engagement and commitment. Committing intentional effort to this important expression of institutional governance will serve to better position the college or university for success through mission fulfillment.
