Board Governance

Table of Contents

Why is Higher Education Board Governance Important?

The Change Leader provides higher education board governance consulting to build strong board and faculty governance systems that drive institutions to greater excellence. 

Higher Education Governance – board governance and shared governance – are critical in today’s Higher Education climate.  No longer is it enough that you understand the institution’s mission and vision, you need to be the guiding light of the institution to successfully and seamlessly lead it toward your mission and vision. 

You and your board need to be prepared to deal with a myriad of obstacles at a moment’s notice to effectively manage crisis. Your institution and students are counting on you.

We help you remove friction and silos in your governance systems that keep you in jeopardy of failing in your mission and clouding your vision.

As a board member, you are a fiduciary and can be held personally responsible and legally liable for the boards’ actions. Is your Higher Education Board Governance as strong as it could be?

Benefits of Good Board Governance Practices

Good board governance practices enable a higher education institution to:

Set high standards for academic excellence and performance

Set the institutional direction and key policies, and ensure adherence to the mission

Create a culture of results and continuous improvement that permeates the institution

Maintain the financial health of the institution and adherence to its mission

Build a culture of risk oversight that provides guardrails for administration

Drive improved performance through accountability and metrics

Operate with the highest integrity and ensure its institutional reputation remains excellent

Remain in good standing with its accreditor and be eligible to receive Title IV funds

Signs Your Board Governance Needs Improvement

There are many telltale signs that an institution’s board governance practices aren’t functioning properly. Unfortunately, many of them are things that board members have done and/or lived with for many years, saying “this is our board culture / just the way we do things.” 

In reality, these are red flags that tell us that your board is putting your institution (and you as board members) at risk.

BOARD VOTES

Votes of the board are nearly always unanimous

MEETING PREPARATION

Board members do not come prepared for meetings

AGENDA ITEMS

There is not enough time to discuss items critical to the university

BOARD DISCUSSIONS

Discussions are dominated by small group of members and others do not speak up, or worse, group think pervades

FIDUCIARY DUTIES

The university president sets the policies and institutional direction and the board follows his/her wishes without asking probing questions

BOARD MEMBERSHIP

Discussions at board meetings are not in-depth, or are controlled by small group of members

ADMINISTRATION OVERSIGHT

Board members quickly accept administration's explanations of how / why events occurred, and/or are unwilling to hold administration accountable

BOARD TRAINING

Board members do not understand good governance processes and/or the institution's history

BOARD MEMBERSHIP

There is a lack of diversity on the board - the membership looks the same as it was five years ago

Best Practices for Higher Education Board Governance

There are a number of higher education board governance best practices that institutions should follow to ensure they are helping their institutions be successful while ensuring they fulfill their fiduciary duties. These duties include:

Board Governance Best Practices for Higher Education Institutions Include:

Set, approve, and review the institution’s vision and mission and key institutional policies

Broadly oversee implementation of the university’s strategic direction, policies, and culture, including risk and Title IX compliance​

Ensure the institution maintains its financial and governance strength, including honoring shared governance principles with faculty

Monitor student achievement indicators, e.g., retention, graduation rates, student learning, job placement, ensuring they remain high

Create a culture of continuous improvement, including evaluating itself for effectiveness and holding itself accountable

Provide risk oversight of the institution’s enterprise risk management program and ensure the institution remains sustainable

Identify and recruit a diverse board whose members have the skills and culture to provide proper oversight and direction

Operate with the highest integrity and transparancy, and ensure its institutional reputation remains excellent

Ensure all board actions are taken with the institution’s and its students’ best interests​

Hire and hold the institution’s president and, through the president, the staff, accountable for results​

Successes of Our Board Governance Consulting Clients

The Change Leader’s proprietary processes and methods have helped multiple universities and colleges improve their governance problems, including getting them off of probation from their accreditor for poor governance practices.

Some of the areas where we’ve helped boards include:

 

      • Established standing board committees, including drafting committee charters, that increased board engagement with campus leadership and stakeholders, addressed ongoing needs and concerns, and provided for improved academic, operational, and strategic oversight.
      • Created new ways for the board to communicate with faculty, staff, and stakeholders that created better lines of communication, increased transparency and built trust.
      • Developed and administered a proprietary board independence assessment matrix that enabled the board to self-assess its level of independence against accreditation standards that got the institution off probation.
      • Updated the board and administration conflict of interest form to ensure members stay free of conflicts that would endanger its accreditation.
      • Established an annual board training cycle, including administering a proprietary board governance assessment that provides the basis for board training, to ensure board best practices are followed.
      • Created a board manual that became the “bible” for how the board operates and includes board guiding principles, an organization with job descriptions, committee charters and duties, election procedures, and other higher education board best practices.
      • Created an annual board calendar that ensures needed governance activities are conducted annually.
      • Facilitated the annual board retreat.
      • Diversified board through the use of a proprietary rubrics-based board skills matrix assessment that enabled the board to recruit new members in areas that they lacked the expertise to properly oversee the institution.

Board Governance Frequently Asked Questions (FAQs)

Most frequent questions about board governance consulting for higher education

What are a Board's Fiduciary Duties?

As a trustee of an institution, it doesn’t matter whether you are a political appointee to a public university board, a trustee because you belong to the same church, or you are on a private institution board because you donate a significant sum to that university. You are ultimately responsible for the actions of that university and the people involved in and with the university.

In other words, you are a fiduciary of your institution.

A fiduciary is a legal term for an individual in whom another has placed the utmost trust and confidence to manage and protect property or money. You have a legal obligation to act for another’s benefit – in the case of your institution’s students. This obligation has ramifications; as a fiduciary, you can be held personally responsible and legally liable for your actions both individually and collectively for the boards’ actions (or lack thereof) if you are negligent in your duties.

The “antidote” to this potential negligence is developing good board practices.

How many board members should we have?

The optimum number is somewhere between 15-30, depending on the size of your institution and what your bylaws permit. There should be enough people on the board to adequately oversee administration and conduct its business, but not so many that people can be “social loafers” who are on the board merely to have the “prestige” of being on the board.

 

What are the most critical skills that I need on the board?

The best boards have members who have a broad range of skills and experience so that they can both oversee administration (and fulfill their fiduciary duties), as well as act as a good sounding board for administration.

The best boards have members who have skills and experience in academics, finance, operations, enrollment, marketing, fundraising, and strategy and risk. Many boards also have members whose skills include legal/regulatory, IT/cybersecurity, HR/OD, and governance.

Increasingly, many boards are focusing on what is called ESG – environmental, social, and governance – so diversity is becoming more of a focus.

 

Should we have board committees?

Yes.

There are many good reasons for having standing board committees. First, committees are important because they help a board become more efficient with its time – committees can deal with some of the smaller items that need to be dealt with but should not rise to the attention of the full board unless there is a major issue.

Second, board committees, when structured properly, enable the board and its members to keep a good pulse on the institution. The days of the “hour-glass model” where all information that goes to the board is funneled through the president has gone the way of the dinosaur – running a higher education institution and being a board member has become far more complex, and it takes a team of people to both run an organization and to oversee its administration.

Lastly, board committees enable the board to take a deeper dive into the issues facing the institution. Generally, the committees are made up of individuals who have specific expertise in the foci of the committee, and the committee can become a high-powered consulting group to help administration and hold them accountable.

 

What standing board committees should we have?

At a minimum, higher education boards should have four committees: academic affairs, strategy and marketing, finance, and audit and risk. Other committees which can be of benefit include university life (staff, students, and athletics), nominations and governance, development (fundraising), and executive.

 

What is the big deal about diversity? Do we have to diversify our board?

Diversity is critical in today’s society, but there is more to diversity than race, gender, ethnic background, and other “categories” which are bantered about.

Diversity is about diversity of thought – what is the perspective that we bring to the board and how is it important. Can a 70-year-old white male who graduated from Harvard and has held executive jobs for the past 40 years understand the challenges a 19-year-old black or Asian woman has to deal with at their university. Perhaps, but not at the same level as would someone who has a similar background to that student.

Your board (and your faculty and administration) should reflect the diversity of your student pool. As the saying goes, “you cannot understand who I am until you have walked a mile in my shoes.”

 

How do I know my board is not functioning properly?

There are many indicators that your board might not be functioning at the level it should.

 

    • Board members come to meetings and are not prepared.  They do not actively participate in conversation, but instead allow others to dominate the discussions

 

    • The president of the university sets the agenda for the meetings, and the board chair always goes along with the president

 

    • There is not enough time to discuss the critical things that come up at the meetings

 

    • There is no consent agenda for items that should have been discussed at board committees

 

    • There are no board committees, or those that are established operate in silos (they do not have overlapping members to facilitate broader discussions)

 

    • The board gets surprised by events that occur at the university

 

    • The board doesn’t question the president or doesn’t dive deeply into why the administration is doing / has done what it is doing

 

    • Board members are unwilling to hold the president and through the president, staff, accountable for their actions

 

    • There is a lack of transparency between administration and the board

 

    • All items from the administration and stakeholders are delivered through the president – the “hour-glass” model of governance

 

How often should boards evaluate your president?

Boards should conduct formal presidential evaluations every 3 years at a minimum, but the preferred method for this is conducting an annual evaluation.

 

What is the board's role in monitoring the institution?

Boards must oversee the administration and hold the president accountable for achievement of student outcomes, its adherence to its mission, its strategic plan, and other metrics. Unfortunately, this doesn’t happen as regularly as it should.

There are multiple mechanisms how this can be done; they include through board committees, including the executive committee; annual evaluations of the president; and by the full board.

 

Are board evaluations important? Should my board evaluate itself?

The best boards conduct self-evaluations to ensure their performance is where it should be. Typically, there are two methods by which a board conducts these evaluations – the Nominations and Governance committee (or the Executive committee if there is no Nom/Gov committee) conduct the evaluation, or the board hires an external consultant to evaluate its performance.
 
The evaluation typically is conducted by a written board assessment, interviews of the individual board members, or a combination of the two.
 
Board evaluations are an excellent tool for getting feedback and improving the performance of the full board, its committees, and its individual directors. They should be done at a minimum every three years, but the best boards conduct them annually.
 
In addition to using them as improving performance, they can be used as a succession planning tool to groom board members to move up into positions of greater responsibility, or to ask board members to step down if they are not fulfilling their duties.
 

Is board succession planning important?

Yes.

The best boards conduct succession planning for ensuring that it has the correct makeup of directors to oversee the institution, as well as the appropriate numbers needed.

On many boards, it is the role of the Nominations and Governance committee (or the Executive committee if there is no Nom/Gov committee) to recruit new board members. This means that they must have a structured process in place to find, evaluate, and recruit new board members.

 One of the key tools that many boards use is called a “skills matrix,” a rubrics based assessment that enables understanding of the necessary skills that a board must have to properly oversee the institution, where the board stands in having those skills on the board, and what skills should be recruited for the board.

 

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