What Trustees Must Do, After A.U.
In the wake of the Sarbanes-Oxley Act, the 2002 federal law aimed at reforming the governance of public companies, corporate trustees have been on the hot seat to ensure greater transparency and accountability. While Sarbanes-Oxley does not apply to nonprofits yet, the U.S. Senate Finance Committee has been hard at work analyzing whether nonprofits merit more scrutiny and similar rules. The recent string of events at American University -- involving a president who needed a strong board to protect him from himself – has, for better or for worse, drawn attention to the challenges of higher education trusteeship. And Congress’s continuing interest underscores the pressing need for college and university boards to get their house in order – before someone does it for them.
But the existing culture of university trusteeship is one that promotes the status quo and discourages active and informed trustees. By custom and practice, trustees are not trained or encouraged to ask questions and do their job responsibly. Based on more than a decade of service as an elected regent of the University of Nebraska, and my involvement with the American Council of Trustees and Alumni and the Institute for Effective Governance, I have found a number of reasons this is the case, and identified some antidotes to these unhealthy practices.
For starters, when I was elected regent I was amazed at the number of parties, dinners and social functions that board members attend. The benefit of these events from the university administrator’s perspective is very clear: a trustee who becomes friends with administrators is going to be more likely to cheerlead than to challenge policies and practices. As I delved into my work with my fellow regents, I was amazed at how willing regents were to let administrators make all the decisions. I soon realized that the “social side” of trustee life was only part of the problem.
The University of Nebraska has very good, decent people in its administration and on its Board of Regents. Yet the standard practice of public university administration, like so many other parts of our system of government, promotes agency interests first, often with results that fail to enhance the public interest. For example, the board voted 6 to 2 to spend over $3 million to build a storage facility for seldom-used books. These are not rare books, but standard texts available in libraries across the country. Now they will be stored in better conditions than the books in the University’s regular collection.
The board approved $3 million for a “hydraulically banked indoor running track system” so that the University of Nebraska at Lincoln’s sports center could boast a state-of-the-art, world-class indoor track. This at a time when the university was increasing tuition and student fees and lobbying the legislature for more money claiming we do not have enough to pay faculty.
The list goes on. Trustees who realize that their responsibility is to make decisions that serve the public (not always the university) would never approve these proposals. But the prevailing culture on university boards is one of routinely succumbing to administration demands. A significant part of the reason boards behave this way is that most university administrators contract with the Association of Governing Boards of Colleges and Universities to train new board members. AGB training follows a single model, which emphasizes following the administrators’ lead and not “micromanaging” -- in other words, not asking tough questions.
But if our universities are to be well managed, we need trustees who promote responsible policies and serve in a responsible manner -- which means asking tough, challenging questions, advancing public understanding of the trade-offs and costs of public programs, promoting responsible behaviors and often voting No for programs that do not meet cost-benefit standards.
Having criticized my fellow board members for voting irresponsibly, let me offer a brief case study in which the University of Nebraska Board of Regents took a very courageous and responsible stand in the face of extreme pressures. In 2000, the University of Nebraska Medical Center (UNMC) came under attack for conducting fetal tissue research using tissue from aborted babies. UNMC is prohibited from performing abortions, but it accepted tissue donations from a doctor who had been awarded “honorary faculty” status.
UNMC had not been doing fetal tissue research in secret; faculty had published more than 50 papers based on the research. But UNMC did deliberately keep the source of the tissue quiet -- and this proved to be a big mistake. When the news media picked up the issue, it was described as “secret research using tissue from aborted babies.”
Nebraska pro-life groups condemned the research as immoral. Several vowed to defeat any regent running for re-election who supported this research. Political watchers predicted that the Board of Regents would quickly cave. The board thoroughly studied and debated the topic, and made the responsible decision. We weighed the overall public costs and benefits, thought through the moral questions, and, against significant threats and pressures, voted 12 to 0 to approve continuing fetal tissue research at UNMC. Recognizing the sensitivities of certain citizens on the issue, the board also directed the Medical Center to try to develop an alternative supply of tissue. UNMC did eventually develop some alternative sources for some of the cells needed, but to this day, it continues to use fetal tissue from abortions for some of the cell types since no other source can be found.
We need elected officials and university trustees who will make the tough and sometimes unpleasant decisions that result in responsible policy. Making tough calls, saying No, voting against programs that are recommended by administrators or government officials who are your personal friends, is very hard for an elected or appointed governing board member to do. But it is the responsible course. The public interest is clearly served by weighing all the costs and benefits to the public, debating alternatives openly and honestly, and then choosing the best option. The administration will be advocating what is best for the university from its perspective -- at a public university, it is the trustee’s job to champion the public’s perspective.
What are we to do to enhance the performance and responsible decision making by college and university governing boards in an environment that is dominated by administrators controlling the information and a board culture that promotes cheerleading rather than responsible governance? Here are 10 proposals:
1. Board members must subject major spending and policy decisions to cost/benefit analysis. It is a simple and extremely useful analysis because it forces trustees to consider disadvantages and trade-offs. While simple to do, the fact is, cost-benefit discussions are rare at governing board meetings. Unfortunately, since administrators have the resources to do analysis and do not like trustees to “micromanage,” the normal practice for board members is no cost/benefit analysis, listen and nod as administrators speak, vote yes, and let the full-time officials explain the policies and decisions.
2. The board secretary should be hired and rewarded by and responsible only to the board. If the board wants to have serious staff work done and someone who can collect information and be responsive to the board, a staff person responsible only to the board is best. Board employees who work for the administration will understandably end up being less than supportive if there is a request for information the administration doesn’t like, or a serious disagreement in policy. Beware: A request to hire a board secretary is often viewed (incorrectly) as an insult and great threat to the president, and most likely will be opposed.
3. Responsible trustees should insist on real committees and meaningful committee meetings, sessions that truly tackle issues. Administrators often favor minimal board meetings and a maximum of socializing. Similarly, administrators do not like the board breaking down into committees where they can do even more analysis and work. Trustees must take charge of their board, organize into committees to get into budget and policies in far more detail than is possible in the full board meetings, and limit the amount of time lost to unimportant university “show” presentations and social events.
4. Boards should insist on having major “strategic issue” discussions at each meeting. Another way to avoid the tendency to respond to administrator-set agendas and engage in end-of-the-process yes/no votes is to set aside a big block of time at each meeting to discuss key strategic issues in order to set policy to direct the university. Dedicating the bulk of a full board meeting to tuition policy, recruiting, and other major economic issues has been very effective at the University of Nebraska.
5. Board members should insist on the right to “have the floor” so that they can delve into issues and get all their follow-up questions addressed. The standard practice at board meetings is to have trustees wait in a queue to ask a question, with no opportunity for follow-up discussion and real debate. This needs to end.
6. To promote better accountability, trustees should insist on and help develop good “outcome measures” and “key performance indicators” for the university. It would be great for students and taxpayers if public universities required all graduates to complete the GRE or some other relevant professional exam as a condition for graduation. We need this kind of national standard and outcome measure to enable us to judge how well we do in educating our students and compare the value added by our school relative to other schools. This data would allow evaluation of programs and professors -- great information for students and those working to improve the university.
7. After new programs are approved, accompanied by promises of great results, boards should at some later date compare the program’s actual results and outcomes against the initial promises and projections. I visited Missouri's top board and found that its members followed this practice. For example, they approved a Ph.D. in Applied Mathematics and, in a board review several years later, presented facts showing that annual student enrollments had fallend far short of those projected. The natural tendency is to hide bad results like this. But a board needs to ensure that problems are disclosed and dealt with, and reviews like this can help.
8. Every few years, the board and administration should convene a committee to review administrative costs and champion efforts to undertake cost cutting. Reducing administrative costs is a “continuous improvement” effort that will often involve personnel reductions and changes to longstanding practice. An active, responsible board can help provide the impetus to make these needed changes. In Colorado, one board working closely with the president was able to reduce the administrative layers and re-direct the savings to instruction. This is a story that should inspire us all.
9. Trustees must demand an issues/requests tracking system, so when information is requested or an action is agreed to by the board, the request actually gets done. This is often not the case -- especially if the board secretary is responsible to the administration, not the board.
10. Finally, I recommend that university boards join the Institute for Effective Governance. I have attended sessions conducted by the Association of Governing Boards (the only other organization for trustees besides ACTA, which founded the institute) and read their materials, and the overwhelming message of AGB is for trustees to cheerlead for the campus administration. It has been my experience that AGB too often adopts the proposition that any disagreement with the administration is micromanaging or intolerable failure to support the president. If there were any doubt, recent problems at American University, where the board essentially gave a blank check to the president, should surely settle the matter: American University has been a member of the AGB for decades. The best way to adopt better practices is to visit other university boards, attend their meetings and talk with them about differences in practice. The Institute for Effective Governance (a group of trustees, not administrators) is a great source of best board practices and the most helpful resource I know for boards of trustees.
While I have great admiration for Nebraska’s current and past presidents, and have supported them on the vast majority of issues, I would never trust anyone with the freedom and blank check that trustees almost universally give to their top administrator. Nationwide, university boards simply do not scrutinize the budget the way city councils, county boards and legislatures do. We have great people on university governing boards, but the system is stacked against change and efforts to cut back spending or say no to new policies that continually lift the burden of responsibility from individuals.
To be a responsible board member, one must ask hard questions, do research, and frequently question and oppose college administrators who, understandably, often focus on the narrower interests of the college or university rather than the broader public interest.
In serving as a trustee, if you are not periodically voting “no” at meetings, or preventing some good-for-the-school-but-bad-for-the-public proposals from making it to the board for a vote, then you are not doing the job properly. If you have become such good friends with the school administrators that you find it too uncomfortable to oppose them on a vote, then you are not serving the public interest. If you are spending more time attending the athletic events, parties, and dinners with administrators rather than researching and questioning, then you are not serving as a responsible trustee.
Drew Miller is a member of the University of Nebraska Board of Regents, member of two public company boards of directors, and adviser to the Institute for Effective Governance. He is the president of Heartland Management Consulting Group and a colonel in the U.S. Air Force Reserve.
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