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Trusteeship Magazine

The Benefits of Good Board Governance

By William E. Troutt
January/February
2014

The highlight of my work as I begin my 32nd year as a college president is collaborating with our board members, people I count as dear friends, who are fully invested in the success of Rhodes College, who ask great questions, and who keep our institution moving in the right direction. I look forward to board meetings (I just went over the 100 mark). It was not always that way.

For my first 17 years as a college president, I served a board elected by a church. I was fortunate to partner with an extremely wise and committed chair. Everyone was very supportive of my leadership. It was not difficult to chart any course of action that the chair and I recommended. But few board members were really invested and engaged.

Coming to serve with the Rhodes board of trustees in 1999 brought many opportunities, but also a number of challenges: the size of the board, how work was organized, where energies were focused, and what questions were asked. At that time, the Rhodes board included 45 voting members and 12 emeriti trustees who attended regularly. Three faculty and three students were non-voting members. I was always addressing a gallery. Board meetings were orderly and efficient, as all proceedings, including charges for 11 committees, were carefully prescribed in 26 pages of by-laws.

The board members included many talented people who were very proud of their college, pleased to be serving on the board, and loyal to the administration. They were extremely attentive to a managerial version of trusteeship and the stewardship of tangible assets. Governance expert Richard Chait would classify our board then as a “Type I Board,” where every issue looks like a fiduciary issue and board members primarily ask for facts, figures, and financial reports, but don’t ask bigger questions.

Initial change strategies included taking board members from Rhodes to Pomona College for a retreat with that institution’s trustee leadership, a subsequent extended retreat with faculty leadership, and a multi-year look at the key components of our vision for Rhodes College. During a vigorous board discussion about student access and the desire to have every student fully invested in Rhodes, the question was raised about the board: Was everyone fully invested and giving his or her best? This led to the appointment of an ad hoc committee on trustee governance, which was chaired by a distinguished board member possessed of a rare combination of wisdom, gravitas, and process skills.

The year-long study of trustee governance proved to be a real game-changer. Committee work involved a detailed view of literature on trusteeship, a look at best practices—including site visits with trustee leaders—and, most importantly, a look at ourselves. The committee developed a list of 30 questions about the roles and responsibilities, processes and conduct, board composition, and term structure of boards and provided updates at each meeting.

The ad hoc committee report and recommendations were unanimously adopted. The results included a new set of by-laws, a smaller board, a separate emeriti-trustee council, and the replacment of the executive committee with an agenda committee.

Six years after the transformational work of the Rhodes board of trustees, the ad hoc committee recommendations, and the major leadership shift that occurred at the college, I remain guided by the following convictions:

  • Board size matters. Everyone needs to be around a table, not sitting in a gallery. Emeriti trustees are delighted to remain engaged.
  • The use of ad hoc committees, and the absence of an executive committee, can produce significant results.
  • The right generative questions provide enormous energy for board members and for college leadership.
  • The right questions give board members a chance to fully contribute their experience and insight, keeping them engaged, invested, and eager to contribute their intellectual capital.
  • Colleges grow in the direction of the questions boards ask.

Focusing on good trustee governance is the great leadership leverage opportunity. For me, it has created the professional opportunity of a lifetime.

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