Trustees/regents

Boards should ensure they are being accountable for their actions (essay)

As we read the current news about higher education and of failures of leadership by both administrators and boards, we can’t help but ask ourselves, “What the hell is going on?” Consider Antioch College, Cooper Union, Sweet Briar College, Temple University, the University of Louisville, the University of Missouri, the University of Virginia -- it seems that no institutional type is exempt from governance woes and sometimes the intervention of attorneys general, governors, alumni and more.

At the heart of many of these situations is the challenge of board accountability. Most people involved in higher education are familiar with some form of accountability. Accreditation addresses institutional accountability. The student learning movement has increased the emphasis on faculty accountability. But while accrediting agencies do call attention to board accountability, particularly when boards go off the rails, board accountability has yet to garner the same attention.

Governance accountability is difficult for a variety of reasons. First, it often includes high-stakes decisions that not everyone will agree with. Second, board deliberations often take place behind closed doors or, even if open, without much of an audience. Third, many stakeholders don’t understand governance and its role. These factors add up to a degree of skepticism about the board -- even if it is doing its work well and honorably. Because of this, boards must work extra hard to ensure they are accountable and viewed as being so.

Indeed, boards should be out ahead of the accountability curve. Doing so would greatly help them and their institutions. So what is accountability when it comes to governance? To whom are boards accountable and for what? And how can they improve their accountability?

For What Is the Board Accountable?

There are five essential areas of board responsibility and accountability:

  1. Upholding the institution’s mission;
  2. Selecting, compensating, evaluating and firing the president;
  3. Overseeing the fiscal health and integrity of the institution;
  4. Overseeing the quality of programs, services and other institutional offerings; and
  5. Ensuring the board’s own performance and conduct.

Of this list above, the final one tends to be the one that boards most often are least prepared to carry out well.

To Whom Is the Board Accountable?

First and foremost, because they hold their institutions in the public trust, boards of both independent and public colleges and universities are accountable for achieving public purposes. Boards that end up in the headlines for misbehavior often do not violate legal statutes. Instead, they and their institutions lose public trust.

Thus, board accountability has a public dimension to it. Boards need to behave in ways that make sure that the public trusts them and they are doing their collective best to move the institution or state system forward. While boards are often called upon to make difficult and controversial decisions, it often is the court of public opinion in which boards are judged.

At its most basic level, this public accountability is akin to government agencies answering to the electorate and businesses answering to stockholders. However, boards do not have stockholders or electorates who can readily demand greater accountability. Higher education’s stakeholders are a varied group, including policy makers, alumni, students, staff and faculty, and for public universities, the citizens of the state. And the expectations of these different constituencies may differ greatly from each other.

How, Legally, Is the Board Accountable?

Because the institutions they govern are supported by public contributions and enjoy favorable tax treatment, higher education boards are legally bound by the duties of care (exercising diligent oversight, being prepared for meetings), loyalty (placing organizational interest over self-interest, ensuring no conflicts of interest) and obedience (staying true to the institution’s mission, ensuring funds raised are used in support of the mission).

All academic institutions have articles of incorporation (bylaws) that describe the board as responsible for what the institution does and how it does it. Boards are also answerable to federal, state and local agencies, and they must file a Form 990 with the IRS that provides an overview of institutional governance, activities and programs, as well as discloses detailed financial information. In addition, regional accreditation keeps an eye on governance.

How Can Boards Ensure Governance Accountability?

So far, this all seems fairly straightforward. So, why so many train wrecks? We don’t believe they occur because laws, bylaws and articles of incorporation aren’t clear -- they are. We don’t believe they occur because of stupidity -- by and large, trustees are really smart, experienced people. We don’t believe they occur because of evil intention -- trustees generally want to do good work and serve faithfully.

Perhaps they occur because it’s easy to have words on paper, but more difficult to enact them. Some boards lack internal practices that help keep them aware of their accountability and that bring issues to light to help them avoid blind spots, potholes and sinkholes.

Further, boards of public universities and state systems govern in public, which certainly ups the ante. State sunshine laws are intended to increase transparency and, correspondingly, accountability. But there’s a downside, too: having to govern in public sometimes encourages individual trustees to create workarounds or to curtail dialogue, robust discussion, provocative questions and meaty deliberations.

Still despite the challenges of governing in public -- in the sunshine -- we believe that all boards can serve their organizations better by ensuring accountability. Here’s how.

  • Hold a discussion about accountability. Boards should periodically have a straightforward conversation about to whom they are accountable and how they might demonstrate it. Public boards may more easily have this conversation, given their appointment processes and the strong sense of priorities that exists in many states, while boards of independent colleges and universities may have a more complicated situation. Boards at religiously affiliated institutions may feel accountable to the sponsoring order, particularly regarding mission. Other boards may identify other stakeholders such as students, alumni, donors or the larger community. The ways in which boards demonstrate accountability to each group may vary. But the more boards can be intentional about this, the better they will govern.
  • Practice predecision accountability. In its simplest terms, this strategy means that boards should make decisions as if they -- not the president -- had to explain them to stakeholders. For example, for each board meeting, randomly select two trustees who will, in mock trial fashion, need to explain a board dialogue or decision to an unknown entity (a stakeholder group) waiting outside the door. Research shows that practicing predecisional accountability increases trustee engagement in the meeting discussions and encourages trustees to consider more stakeholder viewpoints (because they don’t know who’s waiting to hear the upshot), ask more questions and take more notes. Ultimately, they govern better.
  • Epitomize performance accountability for the institution. If the board holds itself up as an exemplar of performance accountability, it is better positioned to hold others accountable as well as themselves. That means being explicit about the board’s collective understanding of great governance, how it intends to execute it and how it will measure it. Periodically (every two to three years, although some boards undertake an annual review) you should conduct a comprehensive self-assessment of the board’s collective performance. It’s also a good idea to have trustees self-assess their own engagement and performance. While these assessments might be a bit inflated, the simple act of self-reflection is helpful. It’s also good practice to assess the work of committees and board meetings. Specific ideas for all of these types of assessment may be found in Trower’s book The Practitioner’s Guide to Governance as Leadership.
  • Create and uphold a statement of expectations. Another good practice is to have a written statement of trustee expectations, or a code of conduct, that spells out the responsibilities of board members and how the board will deal with violations. You should make this statement public and demonstrate that the board takes seriously the ways its members engage with one another and with the work of governance. Such a statement can also help boards to moderate potentially disruptive behavior by a few rogue trustees. Great boards do not tolerate renegades who violate agreed-upon terms of engagement and have consequences for misbehavior.
  • Seek management’s overall assessment annually. The best boards engage in dialogue with the president about how the board is performing. Such conversations can happen with the board chair or with the executive or governance committee, and overarching views should be discussed with the full board. Some boards ask the senior staff members to also complete the written board assessment survey and analyze results comparing board to staff members, in the aggregate (so as to not compromise anonymity). Boards provide presidents with feedback and assessment, so why not reverse the process?
  • Hold executive sessions for reflective practice. To learn and improve, boards should reflect on their performance, which can often best be done in executive session without senior leadership present. Such sessions are a time for trustees to open up with one another about how they see the board’s performance and talk about blind spots that may have been revealed in the assessments and how to overcome them. Another best practice of the best boards is to periodically take stock of the past year and discuss both contributions/successes and shortfalls in terms of the board’s governance function. Questions to ask: What did we do especially well? Where did we fall short? Why? What have we learned? How will we govern still better in the year ahead?
  • Avoid conflicts of interest. This point should not need to be reinforced, yet trustees too often find themselves in conflict. Board accountability is undermined quickly and deeply when conflicts of interest exist. While not all conflicts are avoidable, many are and should be.
  • Use the mission as a guidepost and touchstone. Too many boards get into difficulty when their actions are viewed as running counter to the mission and values of the university. For example, boards lose credibility when they offer presidents excessive compensation packages, yet leave students with a high debt load or come under scrutiny for not paying staff living wages. Boards can appoint trustees at each meeting to ask, “How does this decision reflect on our values and mission?” Hopefully such a capacity will become naturally ingrained over time. This is a type of values sniff test -- if the decision smells bad, it probably is.

In summary, a board can take many steps to ensure accountability for itself. Because boards are at the apex of the institutions they serve, the buck stops with them. They cannot and should not hide, as they should have nothing to hide. You may have noted an undercurrent of the concept of integrity running through all this. Ultimately, that is what board accountability boils down to: integrity. Without it, nothing good can happen. Once violated, it is difficult to overcome. With it, good work is possible.

Cathy Trower is president of Trower & Trower Inc., a board governance consulting firm; a board member at BoardSource in Washington, D.C.; and a trustee at Wheaton College, Mass. Peter Eckel is a senior fellow and the director of leadership at the Alliance for Higher Education and Democracy in the University of Pennsylvania’s Graduate School of Education and a trustee at the University of La Verne.

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Mount St. Mary's and Suffolk: shared governance gone awry (essay)

The highly publicized student protests this past fall often challenged the notion of shared governance as it has been historically practiced. Student demands at institutions public and private, large and small, have sought to substitute the judgment of students for that of the faculty in areas such as the curriculum, hiring, tenure, promotion and the grading system.

Many students understandably are not aware either of how decisions are made on their campus or who is responsible for which aspects of their institution. As a result, a number of presidents have responded to student demands by reaffirming the importance of shared governance, approaching the protests as offering opportunities for (with apologies for the cliché) teachable moments. Some have noted that student protests have long had a place in higher education. And many of course have supported such goals as fostering greater diversity and seeking to end both systemic racism and the kinds of microaggressions that can cause pain to students.

The events in recent weeks at Mount St. Mary’s University and Suffolk University are a different matter. The Mount’s president and board chair and the actions of the Suffolk board have abruptly shattered notions of shared governance, to the detriment of their campuses. By ignoring best practices, they have also brought to their institutions a firestorm of highly critical publicity.

Principles of Shared Governance

Although institutional history, culture and mission all affect the details on each campus of how shared governance is implemented, most colleges and universities have generally embraced the notion of shared governance as defined in the 1966 Statement on Government of Colleges and Universities. According to the statement, formulated by the American Association of University Professors, the American Council on Education and the Association of Governing Boards of Universities and Colleges, the Board of Trustees -- ideally in partnership with the president -- is entrusted with the long-term health of the institution, its mission, its policies and its finances. The board is also responsible for hiring, evaluating and firing the president.

Effective boards, however, focus on strategy, not tactics, and they delegate to the president the operation of the institution. The president then delegates to the faculty primary responsibility for the educational program, most notably the curriculum, academic standards and the hiring, retention and promotion of the faculty. For their part, students have no formal role in governance on most campuses, although they may serve as representatives to trustee committees and ex officio without a vote on boards of trustees, as well as participate fully in campus committees and planning processes.

Student protesters have often mistakenly assumed that their president is responsible for everything that happens on their campuses, failing to understand that new required courses, new programs in areas such as Black Studies and Latino/a Studies, and the hiring of significantly increased numbers of faculty of color are all matters that require faculty action.

For example, protesters at Oberlin College identified specific employees they wanted fired and faculty members they wanted to receive tenure. They sought to oversee a revision of the grading process. They argued that since students in the conservatory studying classical music were not required to take courses in jazz, jazz students "should not be forced to take courses rooted in whiteness." In response, Oberlin President Marvin Krislov sought to educate the campus about how decisions are made at Oberlin, explaining that he would "not respond directly to any document that explicitly rejects the notion of collaborative engagement. Many of [the document's] demands contravene principles of shared governance."

Student protesters at Amherst College had even greater expectations of President Biddy Martin when they demanded that she apologize “to students, alumni and former students, faculty, administration and staff who have been victims of several injustices including but not limited to our institutional legacy of white supremacy, colonialism” and racism and discrimination against a wide array of groups.

While acknowledging the pain that many students experienced as a result of systemic racism, and supporting both the right of students to protest and their goals, Martin, like Krislov, reaffirmed the importance of shared governance: “The formulation of these demands assumed more authority and control than a president has or should have. The forms of distributed authority and shared governance that are integral to our educational institutions require consultation and thoughtful collaboration.”

Unfortunately, and in marked contrast, the president at Mount St. Mary’s and his board chair and the board chair and other trustees at Suffolk were either ignorant about or chose to ignore the basic principles of shared governance -- including collaboration, consultation and distributed authority. Although circumstances continue to evolve at these institutions, what has happened to date provides some important lessons for other colleges and universities.

Mount St. Mary’s: Violating Best Practices

The actions of President Simon Newman have been breathtaking in their disregard not only for shared governance but also for the following central tenets of academic life:

  • Presidents are responsible for ensuring that their institution acts in ways that are consistent with its mission and its stated policies.
  • Campuses are places where all members of the community are encouraged to ask questions and engage in healthy debate, without fear of retaliation.
  • Faculty members are valued for being independent, critical thinkers who encourage their students to be the same.
  • Policies governing the termination of employees are designed to ensure fair rather than arbitrary treatment.
  • Tenured faculty members are assumed to have lifetime employment unless they commit flagrant violations of institutional policies or commit criminal acts or if the institution is facing financial exigency.
  • Faculty members participate in the selection of the chief academic officer, which generally requires a national search.
  • Student newspapers are not part of the public relations efforts of the institution but rather educate and encourage student journalists to be professional and independent in their reporting.
  • Personnel decisions are confidential.
  • Boards and administrators should never demonize the faculty, students or alumni.

When confronted with faculty opposition to his plan to weed out students in an effort to improve the university’s retention numbers, a key factor in its ranking in U.S. News & World Report and elsewhere, Newman violated every one of those principles.

The process began when, after less than a year in office, Newman became the poster child for ignoring the best practices of shared governance, for violent language and for disregarding that part of the institution’s Catholic mission that values respecting “the dignity of other persons.” As the Mount’s student newspaper, The Mountain Echo, reported, Newman responded to the several faculty members who questioned his approach to student retention by telling them, “This is hard for you because you think of the students as cuddly bunnies, but you can’t. You just have to drown the bunnies … put a Glock to their heads.”

But as dismaying as Newman’s plan and language were, his subsequent actions, supported by his board chair, were as egregious. He relieved the provost, who had served as chief academic officer at the Mount since 2007, of his administrative responsibilities, reportedly because the provost raised questions about Newman’s retention plan. Newman then immediately appointed a new interim provost from outside the institution, without a search committee and apparently without any consultation with the faculty.

Soon after, Newman fired a tenured faculty member who had disagreed with him. Faculty members report that Newman took this action unilaterally, without any formal process. He next fired a professor who was head of the pre-law program and faculty adviser to the newspaper, also without any formal process (even though this faculty member had previously been a trustee). The precipitating issue was that the paper reported Newman’s retention plan and his statement about the students as bunnies who needed to be drowned and shot.

Newman’s actions run counter to the Mount’s Catholic mission. His plan to dismiss at-risk students directly contradicts the university’s stated learning commitment “to supporting the academic development of all students within our campus community, regardless of disability or academic challenge, by creating a purposeful, learner-centered environment that inspires academic discovery.”

Most recently, in a letter to parents, Newman violated the principle that all personnel matters should be confidential when he made the unsubstantiated accusations that the terminated faculty members had violated the institution’s code of ethics and had conducted themselves in ways warranting their being fired.

These latest episodes are sadly not the first in which Newman, who came to his position from outside the academy, showed disdain for his colleagues, for the institution’s mission and for its students. Earlier, he reportedly referred to some students as “Catholic jihadis” and told some alumni, “Twenty-five percent of our students are dumb and lazy and I’d like to get rid of them.”

In such circumstances, one would hope that the board would intervene. Sadly, the chair, John E. Coyne III, instead in a written statement joined the president in demonizing faculty and alumni critical of the president, going so far as to suggest they were engaged in a conspiracy to “undermine and ultimately cause the exit of President Newman.”

In another statement, after offering his own disclaimer that he could not discuss personnel matters, Coyne accused the newspaper’s former adviser of having “manipulated the student journalists into portraying the retention program negatively,” according to The New York Times. He further criticized the students for “the damage you will render to this university and to its brand,” called them "quite frankly irresponsible," and claimed they violated the college's code of conduct.

At this writing, the university has reinstated the two fired professors. The faculty has voted 87-3 to ask the president to resign, while many students are backing him. The board continues to support him.

Suffolk University: Inappropriate Oversight

Before coming to Suffolk University as president, Margaret McKenna had already had a distinguished career, including 22 years as the president of Lesley University and, more recently, four years as the head of the Walmart Foundation. Nevertheless, Suffolk’s board sought her resignation only seven months into her presidency. Reportedly, and in violation of best practices, she had not been formally evaluated and the board had not met formally and with her knowledge to consider and debate such an action. (It is interesting to note that McKenna is the fifth president, including two interims, at Suffolk in five years and that one of her predecessors was removed abruptly and without explanation.)

Board members were also already courting former Massachusetts Attorney General Martha Coakley to replace McKenna, even though McKenna had not resigned and there had been no formal search or consultation with others on the campus. In the face of the negative publicity, Coakley eventually said she would not be a candidate.

The Suffolk board clearly had not learned the lessons from the University of Virginia’s Board of Visitors’ abortive effort in 2012 to remove President Teresa Sullivan in her second year. The outcry from administrators, faculty members, students, alumni, public officials and former board members led to a reversal of that decision. Sullivan is still in office.

And, in fact, many Suffolk students, faculty and staff members, and alumni were outraged about the effort to unseat McKenna and rallied in her support. The faculty immediately voted confidence in her, and Boston Mayor Martin J. Walsh publicly endorsed her leadership, admonishing the board for playing the situation out in the press. Walsh also said that his message to the board was “to sit down and have a conversation and figure this out, work this out.”

Evidence suggests that the Suffolk chair and board members have ignored other best practices of shared governance. They have reportedly inserted themselves in an array of operational matters at the institution. In fact, the New England Association of Schools and Colleges made it clear in its April 2014 reaccreditation report of Suffolk that the board needed to stop micromanaging, to embrace best practices of governance and to move to a “more appropriate oversight and advisory role.”

NEACS also made it clear that at Suffolk’s next review in fall 2017, “we seek to be assured that clear lines of authority, responsibilities and relationships among the board, the administration and faculty have been established to ensure an effective governance structure.” The report went on to cite NEACS governance standards, most notably that “the board delegates to the chief executive officer and, as appropriate, to others the requisite authority and autonomy to manage the institution compatible with the board’s intentions and the institutional mission.” Trustees rebuked McKenna, for instance, for hiring eight people, including a chief of staff and an assistant chief of staff, without board approval -- actions that on most campuses would have been considered operational matters that did not rise to the level of board involvement.

McKenna herself, during the interview process, made it clear that she expected the board to delegate university operations to her. The Boston Globe reported that she said she told the trustees, “You hire me, you give me the keys. I’ll report to you. You’ll never be surprised. … You have got to trust me to make the right decisions.”

Suffolk trustees also violated at least two other central tenets of higher education: the standard policy that all personnel matters are confidential and the expectation that trustees do not have conflicts of interest. In recent weeks, In recent weeks, they openly criticized McKenna for for having an “abrasive manner" and making what they said were unauthorized expenditures, charges that she has challenged. They also appear to have sanctioned conflicts of interest. For example, in 2008, they put George Regan on the board even though his PR firm had an annual contract with Suffolk dating back to the last 1980s. In the face of adverse publicity, he withdrew from the board.

Nevertheless, Regan continued to exert a good deal of influence. According to the Boston Business Journal, Regan “personally recommended the appointment of at least seven of Suffolk's 28 board members,” a number of which were clients or former clients. And despite the contract with his firm, one of Regan’s employees also serves on the board.

Walsh got what he wanted. The board and McKenna have come to an agreement. The board chair will resign, effective this May, and the president has announced that she will step down before the 2017-18 academic year. Although the board plans to begin a national search for its next president in the fall and although McKenna has been clear that she will not be a candidate, the campus community hopes to retain her beyond that date. She has ended the contract with Regan’s firm.

Lessons to be Learned

In the midst of these governance crises, one can find some bright spots. Both campus communities have been clear about, and stood up for, the values that undergird higher education at its best. But most of all, Margaret McKenna has unhesitatingly put the welfare of the institution she leads ahead of her own interests. She also has prevailed in her insistence that the Suffolk board adopt the best practices of shared governance.

As she put it, “There were two principles for me that were critical to any agreement. First, that there be significant and lasting change in the governance policies and practices of the university. Second, any transition would come only after these policies were in place, and after a thorough and inclusive search was undertaken in a time frame that guaranteed no need for interim leadership. This ensures stability for the institution.” The Suffolk board has promised to develop and adopt new bylaws by May.

Today, when institutions are confronting economic pressures, changing demographics and growing public skepticism about whether higher education is worth its cost, collaboration among the faculty, administration and board is more essential than ever. Student success is dependent on a dedicated faculty that teaches well and creates an effective educational program. Institutional sustainability requires an administration that operates the institution responsibly and not only supports but also actively advances excellent teaching and learning. And when institutions must make cuts, reallocate resources or even modify their missions, those decisions benefit from the perspective of the faculty and staff as well as the administration. Boards, who need to be committed to the health and integrity of their institution in all its aspects, therefore need to appreciate these dynamics and foster that collaboration.

We can only hope that Mount St. Mary’s and Suffolk survive their current fraught circumstances and serve as cautionary tales that encourage other institutions to embrace effective shared governance.

Susan Resneck Pierce is president emerita of the University of Puget Sound, president of SRP Consulting and author of Governance Reconsidered and On Being Presidential, both published by Jossey-Bass.

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Role boards play in the racial debates on campuses (essay)

The long-simmering tensions related to race, ethnicity, inclusion and diversity in higher education have reached the boiling point nationally. The headlines regarding protests and demands, not only by students but also by faculty and staff members, at Claremont McKenna College, Ithaca College, the University of Missouri, Yale University and elsewhere have put such issues firmly on the agendas of boards of trustees everywhere, if they were not there already.

And those recent controversies probably have added a sense of urgency to the conversations. While some boards have been giving these matters some attention for some time, we have now reached a tipping point where all boards must step up to partner in leadership with the president.

Regardless of trustees’ personal or political views on affirmative action and other policies, boards have an important role to play in their fiduciary as well as strategic roles with respect to race and inclusion at their institutions and within the state systems that they govern. The following are some specific steps that boards should consider. They should:

Ask for numbers and climate data. Boards should request meaningful data related to race, ethnicity and socioeconomic diversity; discuss the data and trends over the past three to five years; and understand the implications of what they learn.

Beyond the data on enrollment, retention and graduation rates by race and ethnicity, Pell eligibility, and gender, boards should ask for more granular data to identify meaningful trends. In what degree programs are students of different races and ethnicities enrolling? How well are different demographics of students progressing across these various degree programs?

For instance, are white students succeeding in STEM at different rates than minority students? Does a higher percentage of minority students leave after junior year as compared to other types of students? Or do those students not return as sophomores at different rates than majority students? What about admissions and yield patterns by race, ethnicity and socioeconomic status?

Another type of data to collect relates to campus climate, which differs from asking for information that the institution already has. The methodologies often include surveys, focus groups and interviews. Climate studies may be a significant undertaking, yet they can yield keen insights because they allow personal stories to emerge. They help leaders understand the actual experience of students, faculty and staff in ways that numbers alone cannot.

Ensure a comprehensive diversity plan. In addition to the need to understand current and emerging issues, boards should ensure that the institution has an intentional plan to encourage campus diversity and equity for students, faculty and staff. Such questions include: Is the plan appropriate? Does it address the right elements? Is it consistent with other institutional goals and priorities, such as those outlined in the strategic plan? Are the milestones and metrics sensible? How realistic is the timeline? Does it clarify who is responsible for what?

Hold the president accountable. A primary responsibility of boards is to ensure progress on institutional milestones and goals, and they do this by holding the president accountable. In turn, the board should be assured that the president is holding his or her staff and the faculty accountable for progress, as well. By being explicit about their expectations, the board sends an important signal that it too cares about equity in a sustained and systematic manner.

That said, any new goals must work in concert with other presidential priorities. Unrealistic goals and a constantly changing set of priorities do little to advance the institution or provide an effective North Star for progress.

Support the president. When the institution faces difficult and challenging issues -- as those involving race, diversity and inclusivity frequently are -- a board will also often need to counsel and support the president. Many presidents have and will come under fire for lack of perceived progress on objectives related to diversity and equity. While some deserve the criticisms they receive, others are and have been working diligently on this agenda.

Given the sense of frustration on many campuses, the way forward is often unclear, with no road map. There are no simple, proven strategies or silver-bullet solutions. If progress on diversity were easy, higher education -- and the nation -- would be farther along on these lasting challenges.

Acknowledge complexity. Change in the academy can be difficult and seem slow, much to the frustration of some trustees. The complex and often contentious issues of diversity and inclusion are adaptive challenges, not technical problems with quick fixes or clear answers. In fact, treating these issues as technical problems in order to apply a tried solution may only exacerbate them.

Instead, boards must work with the president, staff, faculty and students to examine the issues, acknowledge the complexity of views of multiple stakeholders, think critically about them, define what can be done and take steps forward -- in some cases boldly, and in others more incrementally.

Make sure a campus protest plan is in place. Headline-grabbing protests have occurred at a handful of campuses and are likely to unfold at others. It is impossible to say which institutions might face significant protests. Boards should help ensure that their campuses are prepared for possible protests and know their role if such protests emerge. Intentional conversations with campus leaders can help articulate a strategy and minimize any risks to people, property and reputations.

Develop a media strategy specifically for the board. An effective approach includes clarifying questions with the board such as: Who speaks for the board? Who crafts the talking points? What do rank-and-file board members say or not say if they are approached by the media?

Any communication strategies also need to attend to social media. How are the institution and the board monitoring it? What are the means of communication that the board should pursue or try to minimize? What are the priority outlets where the board and institution should focus their attention? How agile can such media strategies be if the platforms shift, from, say, Twitter to Instagram?

Discuss lessons learned from other industries, fields or sectors. Many trustees are highly effective leaders in their own industries and fields. They may have lessons and insights to share from outside of higher education that can help campus leaders.

For instance, many corporations and nonprofit organizations have made tremendous strides related to diversity and inclusion in the workplace. Others may have lessons to share from failed efforts that can also be illuminating. Boards should not shy away from serving as counselors when they have insights to share.

At the same time, savvy boards know that not all ideas from corporate or other settings transfer smoothly into higher education. Discovering what applies well or not can only happen through a candid dialogue between the board and the administration.

Look in the mirror. Most boards themselves have a lot of work to do regarding their own diversity. According to the most recent survey of the Association of Governing Boards of Universities and Colleges, the racial and ethnic diversity of boards has not increased significantly over many years. Thus, boards should consider the ways in which issues of diversity, inclusion, voice, power and perspective play out in their own boardrooms.

Key questions to ask include: How diverse is the board? To what extent does it mirror the campus or larger community? What are the experiences of minority board members? Do they feel their voices matter consistently? How well has the board retained minority members? Do they hold positions of board leadership?

Such conversations can be difficult to frame and hold, much like what is occurring on college campuses -- yet they are essential for the board to have. People on the campus must know the board is as serious about addressing such issues within itself as it is within the institution.

Build the campus culture by design, not default. Values matter greatly in the academy. In their dialogues with key stakeholders, boards should always think about the campus culture they want to build and the values they hold most dear and want to perpetuate. Those values should be pervasive throughout the campus -- so embedded in the culture (part of the ethos of the place) that they define all interactions and are defended at all costs. Boards should spend time learning how students experience the climate and culture, what shapes the student experience, and whether that differs across diverse groups and individuals.

Listen to students, faculty and staff. Trustees often are most comfortable in a problem-solving mode. But what may better serve their institutions is simply to be able to listen and empathize with students, withholding immediate judgment. Boards must remember that the heart of the matter is about students, their experience and their success. Moving too fast to solutions without understanding the nuance of the issues may provide a short-term sense of progress but create more significant challenges in the future. Building bridges between the board and students and other groups on the campus may be more important now than it has been in the last decade.

In sum, the challenges of race/ethnicity and equity are longstanding in the academy. Ten years ago, the American Council on Education released a report aimed at new presidents about leadership strategies for campus diversity, Leadership Strategies for Advancing Campus Diversity. The insights still resonate today, because unfortunately the challenges remain even if the stakes are higher now. In addition to the work of administrators, faculty and staff, board members have the potential to add value in creating a campus culture that is truly open, welcoming, respectful, diverse and inclusive.

Peter Eckel is a senior fellow and the director of leadership programs at the University of Pennsylvania’s Alliance for Higher Education and Democracy. Cathy Trower is president of Trower & Trower Inc., a board governance consulting firm.

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Milwaukee technical college board under fire for lack of minority representation

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At Milwaukee Area Technical College, some students, faculty and community members feel the new, pro-business appointment process to the institution's board disenfranchises minorities.

New report calls for trustees to take more active role

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Panel urges boards to become more involved in everything from presidential searches to the curriculum.

 

Essay calls on college boards, not others, to deal with problematic trustee behavior

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.

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Essay on the negative role being played by too many trustees of 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.

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