Effective Board Governance

January 2015

In January, Thomas F. Flynn, president of Alvernia University in Reading, Pa., offered valuable insights about the changing role of effective board governance in today’s higher education institutions at the Council of Independent Colleges’ conference in San Diego. The excerpted remarks below summarize key points he made in addressing the more than 375 college and university presidents in attendance.

We all know examples of the worst failures of board and institutional governance thanks to the diligence of the mainstream media. We know also, either through stories from colleagues or through personal experience, of the more frequent cautionary examples of related turmoil.

None of this is new.

But today we have new trends that complicate the work of good governance:

First, intensified trustee activism owing to their skepticism about the business model of higher education and, for many, their preoccupation with greater accountability and disruptive innovation.

And second, the emphatic advice from governance scholars that college presidents must expand board engagement, especially in what is called generative thinking.

For those of us who have been presidents for 10 or more years, there is no doubt the prevailing mood in our boardrooms is quite different than it was a decade or two ago. Basic governance improvements and voluntary adoption of Sarbanes-Oxley reforms have become the norm. They have strengthened the ways trustees exercise the various dimensions of their fiduciary responsibility.

In addition, a rare, indirect benefit of the cavalcade of media criticism of higher education is that trustees are more attuned to the challenges facing even comparatively wealthy colleges and universities. Most of them are also familiar with organizations that have needed to implement salary freezes, benefits reductions, and even layoffs. Trustees have higher expectations for information sharing and involvement than ever before. Their desire for more active engagement is natural. And it is to be welcomed. Yet for us as presidents, the old cliché applies: “Be careful what you wish for!”

Board engagement can be counterproductive if not well managed through a seamless partnership of strong board leaders and a decisive, confident president. Calls by board consultants to newer presidents to enhance board engagement are unhelpful if not accompanied by cautions as to the pitfalls and suggestions for implementation. Well-meaning trustees seeking more active roles can be disruptive if their efforts are not integrated into the overall work of the board.

Fostering board engagement, like many aspects of our jobs, involves more art than science. But the nurturing of a positive board culture involves intentionality as well as good instincts. It necessitates deliberate steps by the president and, equally, presidential deference to trustee leadership, especially by the board chair. Let me highlight a few key elements.

It begins, first, with the style as well as substance of trustee recruitment and orientation. At Alvernia, trustee leaders are explicit with potential candidates about the way the Alvernia board does (and does not) do business and about the premium placed on candid dialogue before decisions and unified support in their aftermath. Board socialization is a second essential element. A Board that enjoys playing together will work together better, especially in difficult times. Trustees are more likely to speak their minds among colleagues whom they have come to know and like. A formal multi-dimensional board curriculum is a third element that shapes productive trustee engagement. This involves an ongoing series of in-depth education sessions and attention to effective pedagogy which maximizes trustee learning.

And we emphasize the importance of probing, challenging questions from trustees—both in committees and at the business meeting.

Trustees themselves are key contributors to their collective learning. Even experienced trustees have only limited knowledge about the academy, but all trustees bring valuable external perspective. And—along with their memories of their own college experience—that external perspective is THE lens with which they approach trusteeship. Tapping into this perspective is a key additional necessity, whether it be their recent shopping expedition for their child’s college or their company’s search for new markets. Given the relative insularity of many campus cultures, trustees and presidents must be attuned as never before to external trends. As often is the case, the right thing is also the smart thing.

I recall with some embarrassment the minimal attention my board and I paid to the external environment, even during my early years as a second-time president. In contrast, prodded by my current board chair, every board meeting now includes discussion of articles and/or data probing key external trends. Panels of alumni and business leaders stimulate productive insights. Last year’s annual retreat was entirely devoted to illustrative macro trends. Trustees took leadership roles in this endeavor.

We all know the secular trinity of a trustee’s roles and responsibilities—time, talent, treasure or the more whimsical version—work, wealth, wisdom, and wit. I think the secret sauce for promoting constructive trustee engagement is a presidential focus on the leveraging of trustee talent and wisdom, both individually and collectively.

With high performing boards, some of this happens organically. But presidents need to shape opportunities for trustees to share insights with each other as well as with us. Much of this happens best at board committees, so we must ensure that our vice presidents manage and support but do not dominate committee meetings. And that, as at board meetings, the premium is on trustee deliberation not staff reports.

Back when I was a young provost—new to the work of staffing a board committee—a long-time, veteran president cryptically told me that after several years in office, presidents generally got the board they deserved. I think of that insight often, especially given the large amount of time I devote to my Board. I now know he intended this pronouncement less as encouragement and more as a warning and a challenge.

Along with the development of our senior team and a collaborative, candid relationship with faculty leaders, the health of our institutions and our effectiveness as presidents depend on our success in working with trustee leaders to build and renew a high performing board. So embrace the future. Inform and educate your trustees, guide and manage but don’t stifle board engagement, and, in collaboration with your chair, nurture the board culture.

And be sure to enjoy the process!