Being on a higher education institution’s board is not easy. First, there are significant demands on your time (if the board is functioning properly). Second, you are not getting paid for all this “service” you are giving. Lastly, and most importantly, higher ed doesn’t really understand the meaning of accountability when it comes to board governance (or many other things).
The higher education sector is experiencing unprecedented market pressures, from declining enrollments to shifting accreditation demands. In this environment, board independence has become a critical factor in institutional sustainability. However, the traditional dynamics between long-serving presidents and their boards often compromise the essential oversight function that governance bodies must provide. When board members prioritize institutional well-being over personal or professional loyalties, they foster a culture that values accountability, transparency, and continuous improvement. Yet, boards often struggle to maintain this independence, particularly when they work alongside presidents who hold long-standing authority and influence.
An independent board has the authority to question the institution’s leadership and make critical decisions that serve the institution’s best interests, even if they may be difficult or unpopular. Independence enables boards to evaluate presidents without bias, demand adherence to institutional goals, and insist on corrective measures when the administration underperforms. Ensuring this level of independence, however, requires a deliberate approach to governance, beginning with the structure and composition of the board itself.
Beyond Board Fiduciary Duties
At the heart of board service are fiduciary duties– the board members’ duty of care, the duty of loyalty, and the duty of obedience – which form the triad for exemplary board service. But in practice, these duties often get complicated, especially when personal relationships come into play.
- The duty of care basically means that you will treat the institution as you would treat your own affairs, e.g., provide financial oversight, understand the institution’s mission and rules, come to meetings prepared, etc.
- The duty of loyalty is that you will be loyal to the institution and put the institution’s interests first before any personal or other loyalties.
- The duty of obedience means that you will follow federal, state, and local laws, as well as the institution’s bylaws and policies, and oversee the university’s compliance with good governance principles.
Pretty simple – right? Not so fast…
Many institutions conduct annual training on fiduciary duties given by their General Counsel, but unfortunately, that doesn’t really dig down to the key issues that are there. Issues such as the importance of board independence and holding presidents accountable for results.
Effective boards are increasingly combining their annual fiduciary training with focused governance training that addresses these challenges. These sessions go beyond basic duties to examine real governance dynamics such as:
- How does the board maintain independence while building a productive relationship with the president?
- What metrics truly matter for presidential accountability?
- How do successful boards navigate the politics of institutional oversight?
The most valuable board development programs integrate legal requirements with practical governance strategies, often bringing in external expertise to facilitate honest discussions about independence and accountability that might be difficult to have internally. This combined approach helps boards move from understanding their duties and how to identify signs their board governance needs improvement to actually executing them effectively.
Long-serving Presidents are Good – Right?
Human nature, being what it is, can find all sorts of ways to get in trouble. From the board’s perspective, that means violating good governance practices. And when it comes to long-serving presidents, over time, the lines of independence become blurred (or disappear completely).
For example, I know of one institution that was put on probation by its accreditor for lack of board independence – and it came in multiple flavors. First, the board’s loyalty was to the long-serving president and not the institution. This was borne out by board members taking direction from the president – whatever he said he wanted to do, they backed him and gave him their approval. They also were “gigged” by the accreditor for personnel management practices – the institution hired the president’s son-in-law when he was not qualified for the job. This led to a culture of bullying and intimidation.
When the accreditor put the institution on probation, the board was shocked. They did the right thing by forming a task force to dig down the allegations and hired The Change Leader to help the board regain its independence as required by the accreditor. Ultimately, the president resigned and the institution came off probation six months earlier than was expected.
Evaluating Board Composition and Tenure
One essential step toward supporting independence is evaluating and optimizing board composition. This involves selecting members with diverse professional backgrounds who bring insights into higher education’s operational and strategic challenges. Unfortunately, most public institution boards are composed of political appointees, or private institution boards are packed with alumni who have long-standing ties (or deep pockets) to the institution, which can unintentionally promote an environment of deference to leadership rather than objective oversight.
For example, the president of one institution we worked with had “appointed” all the board members for his institution, and their loyalty was to him instead of the institution. By carefully balancing continuity with fresh perspectives, institutions can ensure that their boards remain dynamic and resistant to the pitfalls of insularity.
Limiting board member tenure can be another valuable approach to ensuring board independence. Long board member tenure may foster loyalty to specific leaders, especially presidents who have served for decades. Setting term limits for board members encourages a regular influx of new perspectives and helps counterbalance the influence of longstanding presidents. Regular rotation can prevent a situation in which board loyalty skews toward individual administrators over institutional objectives.
Unfortunately, the common-sense rules of holding the president accountable don’t always hold true.
When board members develop close ties with presidents, it can compromise their ability to hold the chief executive accountable, leading to failures in good governance. For example, one institution we worked with suffered a 60% enrollment decline over 15 years, including 15% in the past 5 years. Had this happened in the corporate world, the president would have been fired long ago. However, the president had “good friends” on the board and in state government, and he was given a pass. And when a new board chair attempted to hold the president accountable, the backlash to that chair was immediate and devastating to his/her career.
Some institutions establish a policy that prohibits board members from engaging in significant personal or professional relationships with senior administrators so as to help uphold objectivity, but that frequently doesn’t work, especially in the cases of long-term board members and presidents. Thus, periodically assessing and refreshing the board’s composition using a tool such as a “skills matrix” ensures that the board composition is what it needs to execute its mission and, equally as important, board members’ loyalty remains to the institution and its mission instead of individual leaders.
Enhancing Board Training and Professional Development
Even well-intentioned board members may lack the specific skills and knowledge needed to oversee a complex institution effectively – especially at public institutions where appointments to the board are made as political rewards. Enhanced training, both during onboarding and ongoing professional development, can possibly bridge this gap.
While many boards provide a one-time training on fiduciary duties during the board orientation process, it is rare that boards conduct annual training on governance, higher education policy, financial oversight, and accreditation standards. These are important for ensuring board members are prepared to exercise their duties fully.
The best way we have seen to accomplish these types of training is to hold an annual board retreat. This enables the board to not only set strategic direction for the college or university; it gives them ample time to cover high-priority areas such as emerging trends in higher education, such as shifts in student demographics, technology, the changing expectations of accreditation bodies, and fiduciary duties.
Case Study: A Board’s Path to Independence and Accountability
Consider a scenario where an institution’s board struggled with a long-term president who exerted substantial informal influence over decision-making – basically, the board members went along with everything the president said. This was for two reasons: one, the board members felt a loyalty to the president instead of the institution, given their long-standing friendship, and second, the board members did not have enough experience or knowledge of higher education to be able to dive deeply into what the president was saying.
Through the assistance of an external consultant, the board initiated a process of self-evaluation, assessing their governance practices and reviewing their relationship with the president. This independent review helped board members recognize areas where their independence had been compromised, ultimately leading to a restructuring of board practices, enhanced oversight mechanisms, and, eventually, leadership changes that realigned the institution with its long-term goals.
Overcoming Governance Issues in Public Universities
In another example, at a public university, the board faced accusations of failing to hold their long-serving president accountable for declining enrollment and rising operating costs. Despite clear indicators that changes were necessary, the board’s close relationships with the president led them to delay action. However, after a group of concerned faculty and students petitioned the board, highlighting the financial strain on the university, an external audit was commissioned.
The audit uncovered inefficient spending practices and pointed to declining faculty morale as a result of administrative inaction. Following the audit, the board took steps to improve its governance practices, including establishing an independent oversight committee and instituting annual president evaluations tied to key performance indicators (KPIs). This example underscores the importance of stakeholder engagement in prompting necessary board actions.
The Future of Governance in Higher Education
As higher education continues to evolve, so too must its approach to governance. The rise of online education and the emphasis on sustainable practices all present new challenges and opportunities for boards. Adapting to these trends while preserving core governance principles is essential for long-term success.
For example, the growth of online education has implications for both enrollment and financial sustainability. Boards must work with presidents to ensure that online programs meet quality standards, align with institutional goals, and effectively support student success.
The increasing emphasis on institutional sustainability also calls for proactive board engagement. Boards should hold presidents accountable for integrating financial sustainability into strategic plans, campus operations, and curriculum.
Higher education is in a “mature-to-declining market,” i.e., there is more capacity (seats in classrooms) than demand (students), and many institutions are facing significant headwinds. Boards must take the lead in academic realignment by making the tough call to ensure the institution remains sustainable financially. If there is a lack of independence between the board and the administration (and especially the president), making these tough calls will become more difficult and less objective.
Strengthening Board Independence
Ultimately, effective higher education leadership requires a board that prioritizes independence, accountability, adaptability, and ongoing training to be well-positioned to navigate their institution’s future. The roles and responsibilities of higher education boards continue to increase in complexity, requiring a proactive, informed approach to governance. By implementing robust oversight mechanisms, fostering diverse perspectives, and engaging stakeholders, boards can fulfill their fiduciary duties and drive meaningful, sustainable progress.
The journey toward greater board independence and accountability is ongoing, but with commitment and strategic action, higher education institutions can benefit from governance structures that reflect their values and advance their missions. Independence is the cornerstone of effective board governance, empowering institutions to address challenges, seize opportunities, and serve students and communities with integrity and foresight.
