When CVS made the decision to stop selling tobacco products in 2014, the company put a laser beam on its core purpose: provide customers with products and services that support their overall health. This was not a risk-free decision. After all, tobacco product sales accounted for $2 billion in annual revenue. The realignment was a bold strategic move, one might say. It was also a mindful decision that took into account the far-reaching impact of the company’s actions. What can higher education, and in particular our boards, learn from the CVS story?
THE CONTINUUM OF CONSCIOUS GOVERNANCE
Governance is a promise to serve the best interests of the institution and those affected by its products, services, and activities, an impact that will be felt for as long as the institution exists and beyond. Any group of people involved in making decisions for a system is involved in governance—the group makes a promise to and on behalf of the system it serves and, as is the case in higher education, to those beyond the boundaries of the system. To fulfill their promise, boards must expand their capabilities to see what is real, what is emerging, and what is possible in order to make more robust—even bold—decisions. Conscious governance is the pathway for developing such capabilities.
Conscious governance is marked by four distinct stages of board purpose and identity: consent, working, strategic, and mindful. As a board progresses along the pathway, it enlarges its capabilities and perspective. It is “conscious” because the tasks of governance focus on impact, embrace ongoing development of board capabilities, and attend rigorously to the continuous change in multiple contexts within which our institutions reside.
What learning agenda and development plan does your governance committee have for your board? Does it stretch the conventional wisdom about best practices and challenge you and your colleagues to think and act differently? Does it include new disciplines of practice? Is it clear who is accountable for the board's evolution?
THE FAMILIAR STANDARD
The corporate governance scandals of the 1990s and early 2000s exposed boards’ poor oversight and lack of knowledge of critical operations. Governing as consent boards, which merely rubber- stamped the chief executive’s plans and policies, these boards inadvertently forfeited some of their fiduciary responsibilities at multiple levels. Organizations struggled, faltered, or failed, much to the surprise of their boards and those observing them.
For more than a decade since, both for-profit and nonprofit governing boards have been tasked with becoming working boards, building a greater understanding of how their institutions operate and perform. Over the past 10 to 15 years, AGB has provided a bounty of resources to support this transformation. During that time, many boards revitalized their committee structure to put new emphasis and perspectives on academic affairs, student outcomes, and diversity and inclusion. Boards held retreats to learn about the business of their institution and attended conferences to understand major trends in higher education. Until recently, the environment these boards operated in was challenging but manageable.
As boards mastered the practice of being working boards, astute board members recognized the limitations of what constituted an operational focus: It was too campus-centric, with a watchful eye to clear competitors and aspirants. Starting a few years ago, a sharper call for improving governing board scope and capability rang clear. The 2014 AGB report “Consequential Boards: Adding Value Where It Matters Most,” along with article after article in Trusteeship, argues for significant changes and vastly improved governance—even a new kind of board. For example, Ellen Chaffee’s Trusteeship article, “Getting Down to Why: How Boards Can Make a Difference” (March/April 2016), turns the spotlight on institutional purpose as the driver of strategy and the value of true strategic governance. Chaffee’s article, along with many others, makes the case for a new type of board. And thus, the strategic board is on the rise.
Think of it this way: a Consent Board looks out one window to see where the road leads. The Working Board looks out of a couple of windows though from one or two rooms facing the same general direction. The Strategic Board looks out of multiple windows that give it a 360° view of the road and the landscape that surrounds that path on all sides. The Mindful Board also has that 360° view but with an added dimension. The Mindful Board sees the path and the full landscape and anticipates what lies beyond the far horizon. The Mindful Board proactively anticipates the impact of its decisions on multiple constituencies (even those not immediately affected), the community, society, and in some situations, the impact on the planet.” —from The Mindful Board: Mastering the Art of Conscious Governance
THE CURRENT CHALLENGE
Today, the scope of governance has widened from short-term institutional performance to long-term strategic issues in communities, state and federal policies, and the macro-economics of higher education. Volatility in price, costs, enrollment, and public opinion is center stage. As a result, we see the strategic board as the next wave of board development.
If the goal is to become a strategic board, then purpose, identity, organization, and action must match.
With the transition to a strategic board, the familiar world of the working board, with its deeply held assumptions and visible artifacts, is transformed. Becoming a strategic board is not simply about changing structures or setting new membership expectations: It is a different internalized identity. The strategic board serves as a proactive steward of the institution with the skill and commitment to thinking and acting in longer and broader terms. It looks well beyond the three- to five-year horizon while integrating insights from regional, national, and international contexts. This board distinguishes itself through systems thinking—seeing both the interdependencies among constituent parts and the whole organization in the context of larger systems.
The strategic board partners with the executive administration in mutual responsibility for the institution’s survivability. Partnership is more than a comfortable relationship; partnership puts the commitment to the institution’s purpose and impact in the world first. The boundary between board and administration is still intact. Rather, the conversations have changed and now capitalize on the collective IQ and diverse capabilities of all involved. Both groups participate in strategic thinking while the administration develops the actual plan to be implemented. The board models the direction by aligning committees and meeting structures with the strategic priorities, all the while conscious that some priorities are shorter-term than others. Some committees remain and others are removed. Operational reporting is at a strategic level, concerned with the most relevant (and often new) metrics, not annual tactics. Even when crises or surprises push the conversation toward short-term, immediate responses, the board maintains its ability to see the short-term through a long-term lens. This board has a forward-thinking dashboard to gauge institutional performance against a well-articulated, long-term strategy and against the larger context of higher education and beyond. Thus the board intentionally moves from strategic plan review to strategic governance.
There are some challenges and limitations that come with being a strategic board: needing strong collaboration among board members and with the executive administration; finding members who can flex their thinking among fiduciary, operational, and strategic responsibilities; staying current with critical trends in higher education and beyond; hesitating to act quickly when necessary if the action seems “too operational”; and dealing with complex issues emanating from unexpected global sources.
PROGRESSING FROM STRATEGIC TO MINDFUL
What is visible when you walk into the boardroom of a strategic board? What truly distinguishes this type of board from the working board? First, it is evident that the board practices three vital disciplines— expanded consciousness, fearless engagement, and leadership by the group—to discern best action around the most complex and difficult dilemmas.
Expanded consciousness is akin to waking up and seeing the world with greater richness, depth, and complexity than before. The strategic board practices expanded consciousness by building its knowledge not only about higher education, but also about other industries or sectors that have experienced profound disruptions resulting in permanent change. Board members bring “lessons learned” from other organizations or events to test assumptions and challenge conclusions. The board taps external experts to expand awareness and understanding of the vexing issues or previous “undiscussables.”
Fearless engagement is not mayhem, chaos, or egocentric diatribes foisted onto others. Fearless engagement is the willingness to speak up about what is ignored or avoided in deliberations in order to open up new approaches to vexing problems. It energizes the purpose of the strategic board. Whether the conversation is about managing institutional risk, facing gaps in the financial GPS, advancing social justice on campus, or adopting new ways to measure and understand the value of higher education, the strategic board fearlessly presses forward to challenge traditional approaches and assumptions in the interest of the long-term sustainability of the institution.
Leadership by the group means everyone takes responsibility for making the connections among issues, outside influences, and critical events. This third discipline does not negate or undermine the formal authority and responsibility of either the board chair or the president. As the board chair facilitates and navigates the conversations in a strategic board, the whole group exercises this leadership to achieve clarity and unity around a decision. Compare this with the consent board or working board in which the board chair and president often are the ones burdened with cajoling the board into the “right” direction. With a strategic board, through leadership by the group, there is collective responsibility for understanding the situation and crafting a strategic decision.
Three additional disciplines will make the transformation from strategic board to mindful board more certain. Self-awareness, reflection, and trustworthiness are standards for excellent board membership in all four stages of board identity. However, individuals must master these disciplines to participate as a “mindful board member” in sensitive conversations, such as phasing out longstanding programs, confronting board members’ denial of conflict of interest, or facing racially biased practices on campus among students as well as staff and administration.
Self-awareness begins by knowing who you are as you walk into the boardroom: your role on the board, your status on the board, your talents and expertise, your opinions and ideas about the agenda, and what contribution you want to make to the meeting and institution. Awareness of self expands to awareness of the board in action, dynamic interactions with the administration, and forces at play in the world of higher education.
Reflection is the practice of slowing down to suspend personal opinions and beliefs and engaging in “seeing” the world around us and the impact of our actions from various perspectives. We reflect on our own thinking, assumptions and biases, and experiences to better understand what has occurred, what is happening now, and what is likely to occur in the near future. Humble inquiry gently encourages an individual or board to explore the hidden elements of its mental models.
Trustworthiness creates openness and personal safety for individuals and the group to deliberate fully. Confidentiality is critical so people can test their own thinking as well as push through to unforeseen possibilities. Trustworthy relationships that respect the unity of the board allow it to work through tough issues as a diverse community, without reproach or fear. Trustworthiness is a discipline of practice because it draws on self-awareness, reflection, and intentionality. Strategic board deliberations depend on trustworthiness to make innovative moves in the marketplace. Mindful deliberations, such as those with which we confront aspects of our history and practices, cannot occur without trustworthiness. We cannot make our most courageous decisions without this vital discipline.
Mastering all six disciplines (expanded consciousness, fearless engagement, leadership by the group, self-awareness, reflection, and trustworthiness) ensures the board culture will support the fourth stage and become a mindful board.
When disruption crashes onto the scene, issues become increasingly more complex, or weighty decisions are forced upon the board by outside forces, the strategic board is called upon to transform once again in identity, organization, and action. This represents an enormous leap in board purpose as the mindful board begins to emerge. Evidence exists: Look at the B-Corp movement and Corporate Social Responsibility movement as models for new ways of doing business and governing. These are examples of mindful leadership and governance in action.
B-Corps are for-profit companies that intentionally serve both shareholders and society. They produce financial returns while creating a material positive impact on society and the environment. Many states now have B-Corp provisions in which the fiduciary duties of a B-Corp board are expanded to include public benefit.
Corporate Social Responsibility (CSR) refers to initiatives that assess and then take ownership of and responsibility for effects the company’s actions or products may have on environmental and social well-being. CSR may entail taking on short-term costs that do not benefit the corporation or investors but promote positive social and environmental change.
THE NEXT STAGE
Mindful board members who consciously manage their development to meet the needs of the institution accumulate all the skills and capabilities from previous stages and expand the board’s capacity to govern in complexity and volatility. Collectively, the mindful board’s identity incorporates trustees of the institution’s mission and fiduciary obligations, the institution’s impact on those directly served as well as those who are indirectly affected by its actions and inactions, and stewardship of the institution’s contribution to societies and the planet.
Being “mindful” isn’t the same as being careful. It means stretching perspectives across systems and time to look for connections. In deliberations, mindful board members enrich the group’s awareness of possibilities, consequences, and implications within a situation at a deeper level of discernment prior to a decision.
The organization of mindful boards is adaptive, with the exception of protected fiduciary responsibilities and monitoring operational performance. Board members focus on the institution’s current, future, and far-reaching direction and impact. Of foremost importance is the institution’s contributions to benefit society. The chosen direction allows the formation of ad hoc committees to monitor progress and emergent possibilities. The board holds plenary sessions with the administration to learn, expand, and stretch everyone’s capabilities to lead and govern. The mindful board proactively invites others from outside the institution for relevant research and exploration more often than the other types of boards. “Community” is the best way to describe how the mindful board and administration interact.
Mindful governance carries a weighty responsibility that goes beyond the organization’s survival. The enterprise attends to what is right and best for the constituents (in this case, students, faculty, and staff ), communities, and societies directly and indirectly affected by its actions. Decisions may not have full impact for a decade or more. Everyone participates as fully engaged members who draw out the advantages of the diversity among board members and executive administrators. Limitations to mindful board practice include lacking time to hold deep conversations, managing diversity of ideas, attending to operational issues in a timely way, and finding board members who can informally lead mindful conversations.
TAKING THE NEXT STEPS
Three key steps will help you begin the journey to the next stage for your board. First, determine where your board currently is on the continuum of conscious governance. Second, form an alliance with at least three other people who believe your board needs to expand its identity and capabilities. Third, assess the leverage point for moving the board. The leverage point might be membership, board structure and organization, current work the board focuses on, or how the board deliberates on critical and strategic issues. Assume the cloak of change agent and start to transform your board.
WHAT WE CAN LEARN FROM CVS
The CVS decision to stop selling tobacco products took someone noticing the gap between the company’s purpose and the products in its stores. CVS owned the impact of those sales on the health of its customers and those around them. Look hard at higher education and its known, unknown, and possible impact on others, both positive and negative. See the gaps, address worn-out metrics, recognize when programs are no longer relevant, confront leadership models that keep us stuck as consent boards and working boards, and own up to the experiences students have day in and day out. Look out multiple windows and all the way to the far horizon. Then have the insight and courage to be mindful—not just strategic.