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We Need Trustee Self-Policing

July 24, 2014

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.

Bio

Richard D. Legon is president of the Association of Governing Boards of Universities and Colleges.

 

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