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Boards and presidents expect a lot from governance, and many know that they are underperforming and could and should do more. As we’ve written in the past, boards need a certain positive restlessness that keeps them striving to do better. Asking thoughtful, informed questions is important to that continued improvement.
In fact, this past year, we fielded many calls from presidents and board leaders in America and abroad seeking to improve governance. Those calls typically included a set of questions about which institutional leaders seek answers. While we applaud the interest and the endeavor, many of the most commonly asked questions seem to be the wrong ones. Here are a few:
How large should the board be? This question often comes up early in the conversations, particularly from presidents or board leaders at independent institutions with large boards. Our answer: “Just big enough.” That response channels a faculty member in our doctoral program, who, when asked how long papers should be, said, “Just long enough” (much to the frustration of the students in our class).
A board should be large enough to address the work the institution faces, but not so large that governance becomes unwieldy. Ideally, the board is of a size that ensures a variety of perspectives on an increasingly large number of complex topics, stimulates a positive culture and camaraderie among board members, and allows the board to work effectively and efficiently. Size is less relevant to effectiveness than other factors, which we will describe below.
How often should boards meet? The answer to this well-intentioned but not really useful question parallels the one above: just often enough to get the needed work done. Rather than fixate on a set number, boards should consider the work they need to accomplish over the next 12 to 18 months and then determine the best way to structure board engagement to ensure it can address both planned issues and those yet to emerge.
We recognize that board and committee meetings require staff time, the focused attention of busy leaders and the time commitment of trustees. But too many meetings result in make-work or a lot of long, detailed (and sometimes boring) presentations by senior staff or show-and-tell sessions involving students and faculty members. Overly frequent meetings may also open the door for micromanaging, as the board members may be looking for work and take their focus beyond governance into management or operations.
Too few meetings also create challenges: board agendas become overly full, and board members have little time to discuss complex issues and are too distanced from the institution and the factors that should shape those discussions. Further, the foundation of trustee collaboration and trust may need to be re-established if the time between meetings is too long. Too few meetings is often a recipe for disengagement.
Finally, where is it written that boards must meet in person to engage in governance -- except in some by-laws that might need revisiting? Some governance work must be conducted face-to-face in committee or full board meetings, but certainly not all. Votes on more routine matters can take place via virtual meeting technology (think almost virtual consent agendas), as can less scheduled but needed interactions among board members.
Do we have the right committees and the right number of committees? Many presidents and board leaders worry about their committee structure, and they often ask these questions in comparison to other boards. Some presidents wonder if they have too many committees. The largest we’d heard of was 18 committees on a board of 30 or so trustees. Each trustee on that board was expected to serve on at least three, if not four, committees. Trustees went to a lot of meetings, and sometimes committees had only one or two trustees present given the demands on trustee time.
Other presidents and board members wonder if they need more committees: Do we need a technology committee? A risk committee? An enrollment committee? What about civic engagement? Should academic affairs and student affairs be combined or remain separate?
Our answer: committees matter only in light of the work you are doing. What are the strategic and fiduciary issues the board needs to address? Where will those issues be given attention? How can you ensure key issues do not fall through the gaps between committees or that multiple committees aren’t discussing the same issues, creating redundancy?
In addition, comparing boards is difficult, as many factors shape boards and board committees. Some boards at similar institutions look very different in their size and committee structures. Conversely, some very different institutions have similar boards. A complex university with a larger board may function at a higher level than a similarly complex university with a smaller board. Given all of the factors that shape board effectiveness, the committee structure might actually contribute little.
Should faculty or students serve on the board? It’s important to ensure that many perspectives are voiced in the boardroom. Boards make better decisions with more complete information, and sometimes students and faculty members can best provide that information directly.
However, voice should not equate with vote. Current employees of the institution as well as enrolled students (or even parents of students) can too easily adopt a stakeholder mind-set rather than a fiduciary one. We are reminded of a quotation attributed to Harvard sociologist David Riesman: “The role of the board is to protect the future from the demands of the present.” Stakeholders are often mostly concerned with the present.
You can ensure a larger number of voices, rather than allocate what might be a single board seat to a representative of one group or another, by having faculty leaders serve on select board committees. You can also organize open forums with faculty members or create ad hoc task forces that include key campus individuals.
These questions, although somewhat off target, are well intended. What we think these questions are really asking are the following, which are important:
- How can boards develop robust formats to accomplish all of their work?
- Through what approaches can boards ensure that time is well spent on meaningful issues that demand attention, even when the amount of meeting time is limited?
- How can boards guarantee the right voices, perspectives and expertise exist on the board and are heard in the boardroom?
- How should the board organize itself to accomplish meaningful governance?
At their heart, these questions are concerned with key elements of governance: Who governs, what are they governing and how should governance be conducted? How one frames the questions is essential to finding good answers. As iconic designer at General Motors, Charles Kettering, once said, “A problem well stated is a problem half solved.”
While boards should ask many questions about governance, they should prioritize four.
How well is the board performing? Great boards have the capacity to look in the collective mirror, understand with intentionality how well they are working and think critically about the value their efforts are bringing to the college, university or state system. Boards should put in place robust assessment processes, collect data about themselves as a group and about individual board member performance, and use the findings to continuously improve. That should be the responsibility of the governance or trusteeship committee, or it can be done through the executive committee. A small group of trustees must take ownership of board performance, make it regular board work, ensure that the board receives feedback, and develop strategies to act upon that feedback.
To whom is the board accountable, and how can it demonstrate its accountability? A criticism of too many boards is that they lack accountability. The board has the ultimate legal and fiduciary responsibility for the institution it holds in the public’s trust. Being transparent in its deliberations, using data well, engaging stakeholders and having high ethical standards are important to that greater sense of board accountability. Once a board loses trust with key stakeholders, it is difficult and time-consuming to recapture.
Bottom line: Accountability is ultimately a legal threshold, but boards are responsible for ensuring that the views of stakeholders are heard and considered, and that the board and administration act in the best interests of the institution.
To what extent is the board spending its time on the right issues? Given the numerous and complex issues facing higher education today, boards must understand and focus their work on the strategic priorities of their institutions and the fiduciary responsibilities of governance. Since those priorities, as well as the external environment, will change, what is important next year may be less important five years from now. Boards with the ability to adapt, respond and pivot will outperform those mired in nostalgic conversations about yesterday’s topics.
Relevant boards will need the structures and capacities to allow for flexibility and adaptation. That may mean fewer standing committees and more ad hoc task forces or a committee structure that can flex to align with the changing priorities of the institution or system. For example, a board might align its work around key issues such as financial sustainability; compliance, risk and accountability; the student experience; academic excellence; economic impact and relevance; and other issues specific to the university, such as academic health centers or mission. The bottom line is that it doesn’t matter how the board is organized or who sits on it if the board doesn’t know what it should be doing or where its primary focus should be.
To what extent does the board have the right culture? Too often boards that seek improvement focus on changing structures -- either the organizational structure or the meeting structure. However, what might be more meaningful to alter, and surely more challenging, is the culture of the board. Culture is that often invisible set of behaviors and beliefs that shapes board dynamics such as who speaks, about what issues, with what effect. It is taught to new generations of trustees, sometimes intentionally, but other times not.
A positive culture that promotes inclusivity of people and ideas, reflection and discussion, constructive disagreement and a strong sense of purpose can help boards leap ahead. At the same time, a dysfunctional culture of backroom decision making, poor engagement, fervent convictions and personal agendas, and incivility between board members or between the board and the administration can set governance back light-years. Poor culture is poor culture, and it prevents effective governance, period.
One of the essential traits of highly successful boards is that they learn how to ask meaningful and focused questions, a skill that can be difficult to master. But it is those boards and presidents who stop asking questions that worry us most. Boards can and should develop the capacity to ask good questions and to recognize when those questions add value rather than move the board in an unconstructive direction. Indeed, trustees should practice the art of asking questions rather than simply asserting opinions. Great questions lead to meaningful conversations, which in turn result in better governance.