In Texas, a House of Representatives panel has found grounds for impeaching a regent of the University of Texas system. The regent, a gubernatorial appointee, has asked for an enormous amount of material related to the performance of the president of UT-Austin — some people say several hundred thousand pages' worth, often through open-records requests. He believes it is necessary to cull this information, but his critics characterize his requests as a witch hunt.
At the College of Charleston, board members selected as the next president a candidate who did not emerge from the formal search process. He is a politician whose name was advanced by the state legislature and who has never worked in higher education, prompting student and faculty protests. While we wish this new president success, the willingness of policy makers to usurp the college’s board raises important issues about governance.
It’s difficult to ignore these incidents and the other less-than-effective work occurring in some of the boardrooms of our colleges and universities. Such behavior shines a spotlight on America’s distinct form of higher education board governance: voluntary, citizen boards that oversee the work of colleges and universities. And it raises a fundamental question: Just how far does the authority of any one board member extend?
The 50,000 men and women who serve as board members are the public’s closest connection to our country’s colleges and universities — institutions that hold the key to the future not only of the students who attend them, but also of the entire nation. Each member must have the confidence that he or she can inquire about information that is relevant to the board’s policy considerations. At the same time, there are limits. Individual members of governing boards hold no specific or individual authority; it is the board, as the fiduciary body, that holds and implements its legal authority. It’s a bit of a balancing act.
The challenges of that balancing act are especially apparent in the case of the Texas regent. The situation raises a number of difficult yet important questions:
How much information sought by one board member is appropriate in order to inform decision-making and oversight?
When does the demand for information border on the excessive or reach the point of diminishing returns?
Is it effective stewardship to search until something is found, or instead to ask pithy and relevant questions?
Is there a risk of substituting political considerations for sound oversight?
And, most important, does such an effort actually serve the public’s interest? Or does it smack, on some level, of an individual’s personal agenda — one that misses the point of board service and stewardship? And, then, who is to monitor such behavior?
Other recent incidents of trustees possibly, if not probably, overreaching their authority raise similar questions, and their board colleagues should address them. Higher education is facing enormous challenges; its governing bodies must find ways to raise their overall performance and to focus on the ever-more-uncertain future of higher ed.
Going against the norm and being the sole voice for what is right in many ways defines who we are as a nation. And yet, board governance is a team sport, and fiduciary principles require a corporate approach. It’s not that individual trustees shouldn’t raise difficult issues, but the genesis of those issues should be considered and discussed. When board members leverage their role to advance a point of view — perhaps even representing the interests of others, including policy makers who are not board members — it is a violation of the independence so necessary to board service and calls into question our model of governance.
At the same time, the monitoring of board-member performance belongs in the boardroom. Governing boards hold the ultimate authority to establish policies for the institutions they oversee. While states may allow for removal of a board member of a public institution governing body by the appointing authority, the best oversight of board-member behavior comes from peers who should also be committed to the fiduciary principles that define such service.
Of course, the challenge is to be certain that boards recognize what it means to be a fiduciary and the standards expected of the board (and its members) to uphold the interests of the institutions they oversee. Boards must protect their independence and act on behalf of broader interests than just those that appoint them. We can’t afford to let boards fall short on their self-policing.
The future of the country, dependent in so many ways on the success of our colleges and universities, requires the oversight of governing boards whose members are fully aware of the scope of their fiduciary responsibilities. Serving the country’s higher education sector as a trustee, at either a public or private institution, is important and rewarding, and it is an honor. But those of us who have this honor must understand both the breadth and limits of our authority and influence.
Richard D. Legon is president of the Association of Governing Boards of Universities and Colleges.
Over the past couple of years we have experienced several difficult and high profile situations regarding trustees Most notably, Pennsylvania State University’s board appeared to know too little as a horrific scandal broke, the University of Virginia’s board moved to oust a president over the objections of most of the campus, and the University of Texas board has been consumed over whether to get rid of the president at Austin, who so far has survived.
Time will tell if these boards actually learn something from these challenging situations and become much better at governing their institutions but I have my doubts.... A survey last year by Gallup and Inside HIgher Ed found many presidents have doubts about their governing boards.
I want to highlight a critical issue facing higher education over the next decade: the quality of board governance in our institutions of higher learning. If we are going to deal effectively with the many complex and ambiguous challenges we face, we will need the very best boards possible.
Once in a while, we see a high profile situation burst upon the scene but I know that there are scores of these difficult situations happening throughout our campuses that never get the publicity or see the light of day. It is as if poor board governance is something that is known about, but rarely talked about in an open forum.
Over the past 25 years I have had the opportunity to work with over 100 boards of trustees. I have found most trustees to be intelligent, dedicated and thoughtful stewards of their institutions. Generally, I have found that 80 percent of board members I have worked with to be excellent trustees who do their homework, share their expertise and wisdom, provide support financially and stay out of operations. In short, they are a strategic asset to their institutions.
Another 15 percent are “fair to middlin.” They “attend” board meetings but really don't make much of a strategic contribution to their institution. In fact, if they didn't meet, it wouldn't really matter.
The remaining 5 percent are my greatest concern. These trustees can cause real damage to the institutions they serve by acting in dysfunctional ways. They play petty politics with almost everything; try to micromanage the institution; attempt to go around the president and lead from the shadows; they tend to be critical of faculty but not knowledgeable or curious about faculty life and offer simple solutions to complex and sticky challenges.
Over the past several years, I have talked with many presidents who believe this small group of toxic boards is growing in size and impact and migrating north towards 10 percent of all boards. We simply cannot afford this.
Let me provide some real and recent examples of these toxic boards from my own consulting experience and the negative impact they have on the institutions they are supposed to govern.
1. One institution I have worked with has had five presidents in seven years! Given that the average tenure for a president is about seven years, what went wrong here? Did the board members question their effectiveness after the third failed presidency? How about the fourth?
Did they ever discuss why they were so bad at selecting the right president for their campus? Or that their expectations were either unreasonable or poorly communicated? Who asks the board these tough questions?
Did they ever think about the negative impact this kind of rapid turnover would have on the campus culture? On the senior team? On students? Did they discuss how all these early exits create an almost impossible situation for a new president? What talented leader would want to be the sixth or seventh president of this campus?
2. Another institution I am familiar with had five board committees (e.g., financial, student affairs) for many years. With a new board chair transition, they have increased the number of committees to 14! What's going on here? Is this strategic oversight or micromanaging? This board is now getting deep into the operations of almost everything on campus. This is not good.
The recent and pervasive financial “challenges” many campuses are experiencing have created the “opportunity” for many boards to become deeply involved in the details, something they are both interested in and quite good at. Unfortunately, I have found that once these kinds of boards are “involved” in the operations and details, they find it difficult to extricate themselves. Their interest slows down decision-making and execution on the campus because administrators find themselves double checking the details and second guessing themselves. Who tells the board chair that more than doubling the number of committees just might not be a good idea?
3. With another situation, I was working with a veteran president who was transitioning into his third presidency. He was excited about the new possibilities he could help realize and was eager to get started. His enthusiasm was short-lived. In his first official meeting with the board chair, he was handed a list of 105 “strategic objectives” that he was expected to accomplish over the next several years.
Over the next few weeks, I was involved in several “sensitive” and intense conversations with the board chair and the president in an attempt to whittle down the ridiculously long list of objectives by two-thirds and sequence them over time. It was a grueling task.
If this veteran president didn't have the experience, political savvy and courage to collegially challenge the suggested list of objectives and engage the board chair in a robust and honest dialogue, he would have failed at attempting to do too much.
What gave the board chair the notion that he was supposed to provide a detailed game plan for this experienced president? Did he think that the way you run a manufacturing plant is similar to how you lead a campus?
4. I know of two first time presidents who, unfortunately, share the same dilemma. Their board chairs call each of them daily to “check up” on things. Both presidents dread these phone calls and report that they create a great deal of stress. Who tells the board chair that these “check-ups”, although possibly well-intentioned, might be ineffective? It would take a great deal of courage for the new presidents to constructively challenge the board chair's deep interest in their work given the fragile nature of a burgeoning relationship.
5. I recently attended a board meeting at the invitation of a president I have known for years. It felt rather uncomfortable from the very beginning and there was tension in the air. I was stunned to see the board chair openly berate a vice president in full view of the board and cabinet. The chair strongly disagreed with the findings of the report the vice president presented and questioned its validity. He simply “knew” that the data was wrong and derisively asked him to recheck his data. He ended up raising his voice and slammed his hand on the table repeatedly for emphasis.
I thought I was in a bar watching an avid football fan rant and rave about the opposition. The behavior was inappropriate, disrespectful and stupid. But who tells the board chair that this kind of behavior cannot be tolerated?
6. Lastly, I know of two situations in the past three years where the Faculty Senate voted “no confidence” in the board. In talking with the board chair of one institution, I was surprised to learn that many of the board members questioned the importance of a no confidence vote. “Did it really matter” they asked. It most certainly does and is a diagnostic that they are governing an institution they clearly don't understand .
In the second one, something startling was communicated by the board chair, who believed that the “no confidence” vote was a good sign, that “things were changing” and that faculty were “getting the message” that the board meant business, and a new day was coming. Unfortunately, the new day will be a bad one,if the faculty have no faith in the competence and integrity of the board.
These are exceptions to be sure but I use them to highlight a pernicious dynamic that seems to be emerging on some campuses. Our very best boards know how to govern wisely and we are in their debt. We need to neutralize the negative impact of the toxic boards, as soon as possible
The Association of Governing Boards is creating a commission to “rethink” the role of governing boards, a laudable task given the complex changes we are experiencing in higher education. The individuals who are leading this effort have wonderful reputations and deep knowledge about trusteeship. I hope the outcome of their deliberations and discussions helps create a set of clear and strong recommendations for boards, presidents and senior leaders to consider.
It would be best if they could avoid lofty principles like, “build a collaborative relationship between the board and senior administrators” or “create a respectful climate for debate and disagreement” or “collaboratively clarify the roles and decision rules for trustees.”
I think real specifics might be needed here – not platitudes.
I would suggest the commission actively solicit the “war stories” of sitting and recent presidents so that their recommendations help deal with real and difficult situations. That will add real value to how we will govern our institutions of higher education going forward.
Patrick Sanaghan is president of the Sanaghan Group, an organizational consulting firm that works with leaders in higher education.