Sensational events at colleges and universities often bring boards into the limelight. Governance battles within state governments (e.g., University of North Carolina System, University of Louisville), conflicts between presidents and boards (e.g., University of Virginia), and dire financial situations (e.g., Sweet Briar College) often place pressure on trustees. In some instances, trustees draw criticism for being too activist or meddlesome. On the opposite end of the spectrum, trustees face criticism if they are too passive and disengaged, neglecting their fiduciary and oversight responsibilities. Underlying the balancing act trustees must play is the often neglected question of how trustees come to know and understand their roles and responsibilities. This issue is further exacerbated by the many challenges colleges and universities face, requiring engaged and strategic governing boards to provide oversight and guidance as institutions tackle the immense problems before them.
From 2013 through 2015, we sought to better understand this issue by engaging with a group of 12 new trustees appointed by the governor across eight public universities in the state of Michigan. We interviewed each trustee three times during their first two years of board service. Although this study was limited to one state, we believe the lessons learned can apply to trustees across different types of governing boards and systems. While board autonomy and governing authority differ by state, and board members come to their positions through different routes, the overarching experiences of trustees’ learning and evolution during their first two years of service can provide useful background for all new board members. Our study also provides valuable insights for presidents in welcoming new members to their boards, current board members who can assist in the onboarding process, and governors who appoint board members.
FINDING THEIR WAY
Many of the trustees in our study indicated they did not directly seek a position on a university board. Instead, they were approached by the governor’s office or the governor himself, and ultimately agreed to serve. Although this may be a common occurrence, it elevates the importance of understanding how trustees view their roles and responsibilities, since many of them may not have given much prior thought to what the role of a college or university trustee entails. Add the fact that, according to a 2016 AGB survey, fewer than 15 percent of public university board members have professional experience in the education sector, and one can clearly see the potentially steep learning curve facing new trustees. Throughout our study, trustees provided many examples of how they became acclimated to their roles. Several trustees more familiar with a corporate setting were surprised to learn that public university board meetings typically are open to the public and often include participation from faculty and students, as well as attendance by members of the media. Many trustees ultimately found their interactions with faculty, staff, and students refreshing and an important component of learning more about the institutions they served. However, some still had difficulty adjusting to the public nature of board meetings. Several trustees indicated heightened attention to every statement they made and vote they took because these would be in the public record for all to see and scrutinize.
Other trustees shared that they did not realize they would instantly become “local celebrities” in the university community. While this typically means the red carpet is rolled out for trustees while on campus, one board member also shared how eye-opening it was to need a police escort when the board had a meeting on campus in the middle of a contentious union negotiation. Other trustees shared how something as simple as going out to dinner or doing grocery shopping often resulted in running into someone from the university and needing to say hello as a courtesy. Trusteeship certainly can follow someone beyond the walls of a formal meeting room on campus.
The number of meetings also came as a surprise to some trustees. One commented, “For one thing, you think there are four board meetings a year, but soon you find out there are also a couple of retreats. And then you get put on assignments for subsidiary boards, other committees, or things the university is involved with. And they’ll [each] have four meetings a year. So all of a sudden you start out thinking it’s going to be four [meetings] and it ends up being 24.” Another individual counted the number of meetings he attended during the university’s presidential search and found it was 47.
While these stories highlight some of the logistical and operational aspects of becoming a trustee, some also reported adjusting to more substantive matters such as determining the nature of trustees’ fiduciary and policy roles. One trustee bluntly stated, “I honestly feel that it may be unclear to members of the board what their real role and responsibility is.” In the absence of the university defining the role for the board, the same trustee said, “I just basically equated my role and responsibility to that of how I served on other boards. Whether that was right, I don’t know.”
Several trustees mentioned they were more familiar with corporate boards’ topdown decision-making processes than with universities’ shared governance environment. They highlighted the tension this can cause as they adjust to the differences between corporate and university decision making: Businesses make decisions with a smaller group of executives on a much quicker timescale while universities do so at a slower pace that focuses on building consensus among many stakeholders. Another trustee shared that the board is made up of eight individuals, each with his or her own personality and opinions about the role of a trustee, leaving widely divergent opinions across the board.
Part of this confusion over roles stemmed from the varying nature of board members’ orientations across institutions. For some trustees, orientation was limited to a day of meetings with key executives who basically gave new trustees information from a “fire hose,” with limited interactive dialogue. One trustee stated, “I feel like I’m walking through a line at a smorgasbord cafeteria and people say, ‘Oh, you need one of these, one of these, one of these,’ but I’m thinking, where’s the overall vision?” Others found their orientations were valuable experiences that included more than just a formal introduction to various individuals and university issues, and included activities such as dinner with the president and each other’s spouses. These additional interactions helped trustees and presidents develop stronger rapport, viewed as essential for building open lines of communication and trust that are key to effective governing relationships.
Most trustees we spoke with indicated an initial orientation session was necessary but not sufficient in meeting their learning needs. Beyond the logistics of board meetings and a basic overview of the university, we found most trustees had minimal direct discussion with their presidents or fellow board members about major higher education trends and issues or the exact role of a trustee. Specifically, there was an alarming lack of discussion about how trustees could effectively serve in their roles as fiduciary agents of the university while not micromanaging day-to-day operations. Since conflicts between boards and administrators often arise due to the lack of a clear understanding and delineation of roles and responsibilities, it would be beneficial to begin those discussions during an orientation session. Additionally, many board members expressed interest in continuing education opportunities because they often did not know what questions to ask during an initial orientation session.
Throughout trustees’ first two years of service, a recurring theme we heard was their eagerness to make a positive impact. Several trustees bemoaned the routine nature of consent agendas placed before them at board meetings, with little dialogue or discussion around the larger challenges and issues facing the university. One trustee expressed disappointment with the process for setting tuition rates each year, describing it as a “rubber stamp model of whatever the bookkeeper says was charged last year plus whatever we think we can get away with this year.” Instead, this trustee wanted a deeper dialogue around the university’s long-term financial sustainability and cost model.
Other trustees expressed similar frustrations that their institutions were not engaging with them in a deeper discussion surrounding strategic issues such as enrollment management, the portfolio of academic programs at the institution, the future of online education, enterprise risk management, and succession planning. One trustee said he felt like the president sometimes treated the board “like a kidney stone. Like this too will pass. We’ll get through it and then there will be new trustees and we’ll teach them. We’ll manage them and we’ll do what we want.” Another trustee felt the administrative mindset at his institution was, “We’ll just give [the board members] what they need for this meeting. Then [the board] is not back until August. They’ll forget by August so let’s just throw them a bone.” Feeling as though board members had more to offer than serving as a passive rubber stamp, one board member asserted, “These boards are a great collection of very strong backgrounds, minds, etc., and they’re not utilized. Why not tap into it?”
In a time of rapid change and with increasing calls for accountability, we believe colleges and universities must fully tap into the talent of their boards. We concur with the 2014 AGB report, Consequential Boards: Adding Value Where It Matters Most, that calls for boards to “focus their time on issues of greatest consequence to the institution.” While it may be more convenient for presidents to engage with trustees in a limited manner, we believe institutions can benefit from proactively engaging with their trustees on strategic issues. For example, trustees with backgrounds in finance are often able to provide keen insights when institutions face audit issues, debt financing, or complex real estate transactions. These trustees can also add value to institutional decision making by providing feedback on new financial frameworks needed to ensure a sustainable future. When trustees are engaged in meaningful ways, they can also become better advocates for their institutions and help “lead a restoration of public trust” in higher education itself, as called for in the Consequential Boards report. Furthermore, well-connected trustees may be able to link administrators and faculty with external stakeholders such as community and business leaders who could benefit the institution. When trustees offer input and guidance, they should not dictate the exact details of every decision to presidents and senior administrators. However, when presidents and boards develop strong relationships, they can work together to address the most important strategic challenges facing their institutions.
Early in the tenure of these trustees, we found a group eager to utilize their time, talent, and expertise to the benefit of the institutions they serve. However, we also found them facing the simultaneous challenges of being unfamiliar with many of the intricacies of academia and being underutilized as strategic partners by their institution’s senior leadership team. Presidents, current board members, and new board members play a role in addressing these issues. These stakeholders must work together to enhance board effectiveness, which is why we have woven our recommendations across these groups.
To engage on strategic matters, boards need to be well informed about the challenges facing their institutions. This can occur by providing comprehensive and robust trustee orientation followed by continuing education opportunities at each board meeting. Regular reviews of key university topics can help ensure boards and the institutions they serve remain on the same page on related policy matters, which can help limit the potential for misunderstanding and conflict. For example, one board meeting may focus on an in-depth review of the university’s financial health and sustainability; another may examine campus infrastructure issues. These reviews should not simply become a “data dump” of information from the administration. Instead, they should involve careful preparation, an agenda focused on strategic issues, and a meaningful conversation among the board, president, and other pertinent stakeholders. In the limited time trustees spend on campus for meetings, the focus should be on substantive discussions and not simply rehashing reports that should be sent to trustees and read ahead of time.
At the same time, an in-depth review of an important university issue should not become a platform for trustees to take over the day-to-day operations of the institution. Instead, it should serve as an opportunity to learn more about a particular area of the institution, ask better questions in an oversight capacity, and ultimately enhance the board’s ability to make more informed decisions. To engage on strategic matters, boards need to be well informed about the challenges facing their institutions.
To aid in producing effective strategic action at the board level, presidents and trustees should work together to establish a framework and expectations for regular and deep strategic discussions to help ensure a mutual understanding of trustees’ roles in institutional governance. It is best for each party to view such dialogue not as a chance to dictate to the other what its role should be, but to determine how the two parties can work together and fulfill their responsibilities most effectively. It often seems to take a controversy to spark such conversations, but we believe such communication should occur more proactively and more frequently. When these dialogues occur in an open, transparent, and collaborative environment, shared understanding and productive action are more likely to occur. Board members who know and understand their responsibilities— and focus on meaningful strategic issues— are more likely to respect the boundaries between the board and the administration.
There are widely divergent viewpoints on the matter of trustee governance. Personal experiences often frame one’s opinion about the proper role of trustees. We conclude from our two-year study that the best practice is to keep trustees fully informed, engage them in meaningful dialogue on important strategic issues facing the institution, and take full advantage of the knowledge and experience each trustee brings to the boardroom. Fear of a single activist trustee should not prevent universities from engaging any trustees. An institution that fails to engage its trustees on strategic matters is wasting talent and jeopardizing the institution’s future. Strong relationships and collaborative problem solving between presidents and boards are essential as higher education grapples with increasingly complex problems and rapid change.
Guiding Questions for Presidents and Boards
Presidents and boards can develop an open, trusting, and collaborative relationship with each other by regularly considering the following questions. Reviewing them with new board members is particularly important to ensure mutual understanding of each other’s roles and responsibilities.
- What are the fiduciary and legal obligations of the board?
- What issues come before the board and in what capacity? Issues may come before the board simply for background knowledge, for in-depth conversation and feedback, or for a formal board vote. Delineating these differences aids trustees’ understanding of how to engage on different matters.
- How are issues of concern raised both before and after decisions are made? How are divergent viewpoints considered to ensure inclusive decision making?
- How is information (including regular updates and communications related to emergency situations) shared with trustees?
- What are the most pressing challenges facing the institution, specifically those affecting the institution’s core mission?
- When, how, and by whom is the president evaluated? Are there clearly communicated criteria by which the president will be evaluated?
- How will the board evaluate its performance?