The Governance Review service provides boards and presidents with a diagnostic review of their key governance practices, policies, relationships, and communications. Through a partnership between AGB and an expert legal counsel, the service offers confirmation of key elements of governance structures or processes that are effective, and identification of those that need to be addressed; recognition that effective governance requires a heightened level of intentionality; and clarity about the importance of a transparent relationship between the president and board that is inclusive of mutual expectations and accountability.
The service is diagnostic in nature, based on reviews by experts, and informed by advance consideration of key policy documents related to governance, interviews with board and institutional leaders, and other forms of engagement as may be appropriate. The overall process includes document review, interviews, and on-campus discussion/presentation of findings—and provides an assessment of key governance practices, policies, leadership relationships, board dynamics and behaviors, communications, and governance decision-making processes.
Precipitating events or conditions that may indicate a need for the service include:
- Accreditation concerns or preparation;
- The need to validate current governance model and key practices;
- The need to address a pattern of conflict of interest/ethical lapses;
- Arrival of a new president or new board leadership;
- Board disruptions, or governance or institution failure that impact reputation and business model;
- The desire to establish a competitive advantage;
- Compliance concern or lapses;
- Concerns of a general counsel;
- Athletics issues;
- Existence of a board culture that some believe lacks integrity or engagement; and
- Existence of board practices that some believe are not consistent with board policies.
Through conversations, meeting, and review of key documents, the governance review will examine:
- Currency and adequacy of key governance and related policy documents (such as bylaws, compensation policies, conflict-of-interest policies, etc.);
- Board structure and practices;
- Board culture;
- Relationships and accountability among board members, with key staff, and between the board and CEO;
- Breadth of board member awareness of fiduciary principles and board responsibilities;
- Ethical standards and oversight; and
- Board leadership.