I am very pleased to have been invited to participate in this extremely important day, this opportunity to think seriously about the roles, responsibilities, and effectiveness of the boards of visitors of the state of Virginia. Setting aside a day in the life of the Blue Ribbon Commission to specifically address the basic challenges facing these boards, is a wise and thoughtful idea– indeed, a good investment– because being able to successfully translate boards' broad statutory and fiduciary responsibilities into policies and practices that work, to ensure that the unique vantage point of lay governing boards, on campus perhaps once a month, truly permeates the day-to-day focus and decision-making of administrators and faculty– these efforts can ultimately make a significant difference in the quality, cost-effectiveness and responsiveness of public higher education.
While its precedents are in medieval Italy and, later, Scotland, the widespread practice of lay governance of colleges and universities is predominantly an American phenomenon predicated both upon our democratic character and the inadequacies of other available models. And though there are varied and vocal criticisms across the political spectrum about the institution, a 1998 report from the Association of Governing Boards of Universities and Colleges (AGB) entitled "Bridging the Gap Between State Government and Public Higher Education" makes it clear that it does have broad-based support, especially– and this is key– when one considers the alternatives of governance either by university insiders or elected state officials. In balancing its multiple roles, an ideal citizen governing board is a more independent body than either university insiders or elected officials would prefer. Even when a board is performing in an exemplary manner, it is not uncommon for those within the university to be dissatisfied with the level of advocacy, while those in state government often have the sense that the board has been co-opted by university administrators. (Of course, either or both could be true!)
As Elizabeth noted in her introduction, I served on the University of Wisconsin Board of Regents for seven years. During the past year and a half, I have been involved in a project to study public university trusteeship, to write a guide for new board members, and to develop a presentation for boards. As part of my research, I visited five universities to observe board meetings, and to interview board members and administrators. My own experience, coupled with a look at what goes on in other boardrooms, has convinced me that robust lay governance is a prerequisite to developing creative and cost-effective solutions to challenges such as access, affordability, and quality in higher education. I was frustrated, as are perhaps many of the members of your boards, with meetings at which the minutes could have been written ahead of time, by agendas and presentations that failed to seriously engage the board with the key issues, and by summary reports that came to a conclusion before the board had adequate opportunity for debate and discussion. I felt that something was missing when I was told that the most important role of a trustee was to ask good questions, leaving out the more consequential role of policymaking. It is truly wonderful to see this Blue Ribbon Commission recognize the importance of these issues. Reflection on the process of governance has the potential to improve a great deal more than the process itself. I would encourage you to disseminate your findings widely as many other boards could benefit from your efforts.
When boards vacillate between the dysfunctional extremes of rubber-stamping and micro-managing, when board meetings and resolutions are only sideshows to administrative initiatives; there is something more troubling occurring than the waste of busy and talented people's time. It is that, at the core, such commonplace practices corrupt the essential purposes and obligations of the lay governing board to bring the broad public perspective to the heart of the university by setting missions, policies, and budgets, hiring and evaluating presidents, and preserving the academic freedom and integrity of the university. We need to be periodically reminded that the mission and performance standards for our campuses and the ultimate fiduciary responsibility and accountability for results rests, not with academicians or experts of any kind, and not with government employees or even elected officials, but with lay boards. In fact, most experts believe that the overall excellence and diversity of our system of higher education is due, in no small part, to our model of lay governance. This historical notion, elegantly simple, unequivocally clear, and full of good common sense in conception, is extraordinarily complex and challenging in execution. Much of what has been discussed today has, not surprisingly, been variations on this difficult theme.
While there are traditions that have evolved over the years relating to shared governance and delegation of board authority, the problem is not that lay governing boards need to be empowered. Indeed, sweeping and comprehensive authority for these boards resides in whole chapters in state statutes and constitutions, and in the founding charters of private colleges and universities. There is a pressing need, however, to encourage and enable boards to better understand and accept their responsibilities, and to more effectively fulfill their obligations, using the tools and levers that are available to them. Too many board members never fully appreciate the importance of being both overseers and advocates, or the critical need to be informed more thoroughly and objectively about campuses and higher education issues (in strategic formats that parallel lay backgrounds),or to organize priorities, meetings, and committee and leadership structures in ways that facilitate a policymaking role. Too many presidents are comfortable with a passive governing board, even though one of the criteria that should be used in the annual evaluation is the CEO's success in creating a culture in which an active, engaged, and knowledgeable board is nourished.
How can a board and president work together so that perfunctory policymaking, and rubber-stamping and micro-managing are relics of the past? How can the rector and other committee chairs, with the help of key university administrators, craft and accomplish a coherent and meaningful agenda for the board, which will also be, of course, an agenda for the university? With the many possible issues to consider, how does a board make choices about how to spend its time, and why is thoughtful focus so critically important? How does the board manage the inherent tensions in its dual responsibilities for oversight and advocacy (add a third in this new environment– a nimble foresightedness), so that university insiders understand the board's obligation to ensure that the institution is fulfilling its mission in a high quality and cost-effective fashion, and elected officials can be confident that the board's advocacy is knowledgeable, discerning, and thoughtfully aligned with state priorities for higher education? How can boards used to routine agendas and committee structures adopt a more strategic approach? How does a board, usually with very little staff of its own, ensure that its priorities are being addressed? What kinds of information does a board need so that it can truly feel comfortable in its policymaking role? What are the key relationships that a board should develop? How does a board communicate with important university constituencies, and with elected officials, the K-12 education sector, the general public, and within its own ranks– and why is it important that they do so?
These are some of the questions that I thought about during the later years of my board service, and why I decided to pursue further study of these issues in some depth. The Executive Director of your Blue Ribbon Commission, Maureen Matsen, asked me to distill what I have learned into seven principles for effective boards.
Because of traditions that have developed over the years, many boards allow campus groups to play more than a consultative role, acting as search and screen committees that present three final candidates to the board, and in the process eliminating, even for consideration, candidates that may be quite attractive to the board. In my opinion, such practices are inconsistent with what is considered , by virtually all accounts, the most basic and important responsibility of the board– the hiring of the president. Regardless of the nature of the selection process, many boards turn to boilerplate position descriptions in both the hiring of a new president, and in subsequent evaluations. It is, of course, important that the president possess many of the characteristics enumerated in the typical ad in The Chronicle of Higher Education, but it is also makes sense for a board to say more about the type of leadership it is looking for in the first place.
Most boards don't have the occasion to hire a new CEO, but can still accomplish a great deal by making sure that the evaluation criteria for the president's annual review includes the board's highest priorities for the university (and in addition expects that the president's review of his or her own staff also include these same items). The president should also be evaluated by how well he or she creates a culture that is conducive to the board fulfilling its governance responsibilities. Zero tolerance, in other words, for staff, including vice-presidents who are involved in planning meetings at which the minutes could be written ahead of time, with agendas filled with routine reports and trivia, and with information that is incomplete or doesn't provide the board with options. A president who understands ahead of time what is important to the board, and realizes that the board will follow through during the evaluation process, will be infinitely more responsive than will be the case when the board adopts numerous resolutions (with no particular priority attached), and uses only boilerplate criteria (such as fund-raising, relationships with internal and external constituencies, etc) in evaluating the president. A quick word about board staff. Most boards have some staff that serve them either exclusively or as part of the president's staff (discussion about that is the topic of another meeting!). But the major policy work of the board is usually done by the vice-presidents and their staff, who I would suggest have an obligation, in lieu of the board employing a parallel policy staff of its own, to keep in mind the board's unique lay perspective and its need for independent judgement.
Whether it is deciding upon accountability measures for the campus, enacting policy initiatives related to academic quality, or defining missions, effective boards always keep in mind three cardinal rules– focus (the more they focus on the really important issues, the more likely it is that they'll have a real impact), integration (ensuring that board policy and resolutions actually make their way into what happens on the campus, understanding effective levers and instituting targeted incentives and disincentives), and follow-up (too many boards pass resolutions, but fail to make sure that their policies are actually being implemented, and those on the campus learn that, in many ways, the governing board's work can be viewed as a sideshow). The audit function is useful in this regard. Regardless of the particular format (retreats, special meetings for strategic planning, the executive committee making recommendations), it is essential that the board, under the leadership of the rector, reserve some special time to think about the big picture and plan ahead the agenda for the year. That doesn't mean, of course, that that is all the board is going to address, but it does ensure that it is spending a good portion of its time on important issues. A board without a well-conceived agenda and sense of priorities seesaws unproductively between often unrelated, crisis-generated, and/or less critical issues, and is unable to perform its basic responsibilities in ways that add value to public higher education.
Let me take a moment at this point to give a few examples of central issues that fit in this category. The first involves time and credits-to-degree, seemingly technical subjects, but actually intimately related to big picture issues of access and affordablility. Surprisingly small percentages of full-time students at public universities complete their undergraduate degrees in four years, and most of them finish with more credits than are required for graduation. It has become common practice, in fact, for public universities to publish six-year instead of four-year graduation rates. There are a variety of reasons for this trend– including a tendency for majors to add additional requirements, an inability of students to get into gateway courses or perhaps an unwillingness on their part to take early morning or Friday afternoon classes, inadequate advising with the result that students change majors and need to take more classes, and students who are working more hours (although this becomes less relevant when many of the students who take longer to graduate are also finishing, as I pointed out, with more credits than they need).
Regardless of the reasons, however, full-time students taking more than four years to graduate greatly increase the total cost of higher education for those students and their families–an affordability issue– and students graduating with more credits than are needed to obtain a degree means that fewer students can be educated with the same number of taxpayer dollars– access and efficiency issues. Boards that address time and credit-to-degree issues can significantly improve the affordability of higher education for students and their families, and increase access without added costs to the taxpayer. Such efforts also have the added bonus of freeing up existing state and federal financial aid to benefit larger numbers of needy students. It is an example of an area where boards are beginning to be more active in ways that are characteristic of their special vantage point– with more understanding and a greater ability to change campus practices than elected officials, and with a greater sense of urgency and more insight about how it impacts upon access and affordability than faculty or administrators.
Boards are also ultimately accountable for the academic quality of their institutions, and in most public institutions enact policies related, for example, to graduation requirements and admission and tenure standards, and in a whole host of areas that affect the academic quality of a student's education. In addition, in the sense of first principles, the board's responsibility to set the mission of the institution gives them the authority, indeed the obligation, to put a relative value on undergraduate and graduate education, and on the balance of teaching, research, and service, the traditional cornerstones of the university. The concept and tradition of shared governance with faculty, and the need to be effective and thoughtful, mean, of course, that the board should navigate these areas with special care, and consult widely before enacting policies. Taking care and being thoughtful, however, does not mean that boards should avoid the academic side of the institution, as had been the tradition over the past number of years (that is clearly changing today). In the area of core curriculum or requirements for graduation, I would suggest that a faculty member's expertise in, say, chemistry or sociology, does not confer upon that individual (and therefore the faculty at large) any special knowledge or wisdom when it comes to setting parameters in the area of general education. In fact, cognizant of the structure of the university with departments (and often loyalties) divided by disciplinary specialty, and the lack of a concomitant fiefdom for general education, alongside a legitimate public interest in what graduating students know and can do, the governing board is wise to pay particular attention to broad questions about the overall literacy of those who receive degrees from its institution. As part of its accountability function, a board should be aware of how graduates fare in the world of work, and in their acceptance and success in graduate and professional schools. For some specific and helpful suggestions for the work of the education or academic affairs committee, I recommend Richard Chait and Barbara Taylor's chapter "The Academic Affairs Committee" in the 1988 AGB book Making Trusteeship Work.
"Good information" doesn't have the feel of show and tell, or a talk to a booster club; good information should come from a variety of sources in addition to the administration, including experts on particular topics, talks by board members or staff from other institutions and organizations (as for example, when the Education Committee of the Wisconsin Board invited staff from Iowa State to talk about their four-year degree contract, or the head of the regional association for accreditation to speak about that issue); good information can be in the form of a "topical tutorial" on a subject the board needs to learn more about, and delivered during what is usually a social lunch hour or by the board convening as a committee of the whole; good information can be absorbed by board members on their own time by reading The Chronicle of Higher Education (our board office sent each member a subscription), or a monthly clipping of articles about local higher education and the national scene compiled by board staff or the president's office; good information can be had by getting together with another governing board around a football game, for example, and talking about mutual concerns; good information and a broader perspective can be gained by attending meetings such as AGB's annual conference (usually held in March), or the Athena Roundtable of the American Council of Trustees and Alumni (in November); good information, particularly analytic and best practice oriented, can be purchased from consulting firms with a division specializing in higher education, such as the one John Fry used to work for before Penn's president snapped him up (Coopers&Lybrand, now PriceWaterhouse-Coopers); good board information can be had by meeting with elected officials and representatives from the governor's office, or with business or K-12 school groups, to hear their concerns. I could go on, but I think you get the idea, and also the sense of how much better your boards could be performing if they had better and broader information. Board information of the bread and butter variety is the background material received in support of the agendas for the monthly meetings, and most of the time most boards are not very satisfied with this material because it is not written well for a lay audience, doesn't often enough present the board with the pros and cons of a range of policy options, and doesn't put the issue at hand in sufficient context. The bottom line is that good information is the lifeline of boards, and the rector and the committee chairs need to make it clear to the president and the vice-presidents that it is a high priority, one for which they will be held accountable.
The president cannot, on every issue, consult with the full board between meetings; it is the rector, with the full confidence of the board, and with a deep understanding of both higher education and the campus, who must be the presence of the board between meetings, and who, in relations with the press, elected officials, and others, speaks for the board. It is the rector whose savvy comes into play when appointing the committee chairs (an extremely important act of leadership in itself, which should be recognized as such and made with great deliberation), whose vision is apparent when leading the board to develop a strategic agenda, whose communication skills and ability to connect with a variety of groups serves both the board and the university, and whose grace and judgement are revealed when dealing with unexpected, but ever present, crises. The selection of the rector is an important decision for the board, and should not be sought or bestowed without careful consideration of that position's significant responsibilities. In addition, because of the importance of developing and carrying out an agenda, I would highly advise against one-year terms for the rector; two or three-year terms make more sense.
The rector, however, cannot do it alone. His or her ability to be successful is greatly dependent upon the quality of the relationship with the president, and the presence of competent and knowledgeable committee chairs who really understand their area, are respected by fellow committee members, and can work with the rector, each other, and the vice-presidents to further the agenda of the board. Together, the rector and the chairs work with the board to develop an agenda and strategic plan, and to ensure that the high priority areas of focus for the board are integrated into the various committees, educational sessions, and other work of the board. Effective chairs work closely with the vice-presidents to develop focused monthly agendas, to make sure that the speakers and background materials in support of the agenda are relevant and option-oriented, and to build in time and opportunity for discussion and debate.
Their recommendations for improvement revolve around the board doing what they call "new work", characterized in these basic ways: a focus on issues crucial to the institution's success, clear measures of success linked to timetables, and engagement with the institution's internal and external constituencies. They suggest finding out what matters by having the CEO paint the big picture, by consulting with experts, and talking with key stakeholders. Deciding what needs to be measured is important, they say, and point to the fact that corporate boards typically monitor a limited number of vital indicators to get a sense of a company's overall health, whereas non-profit trustees and staff often lack comparable data because they haven't determined what matters most (and to be fair, measuring quality and success in higher education is often more complex than it is in the business world) . Since this article was written, many boards, with the urging of governors and state legislatures, have developed accountability measures for their campuses. Many, as is the case with SCHEV (from what I gather from articles in The Chronicle,) have made a compelling case for accompanying flexibility. It is the role of the governing board, I believe, to make sure that the accountability indices (often initially suggested by the legislature or coordinating board) truly measure what is of value to students and the general public, and what is in the long-term stewardship of a quality institution, that they limit the measures to the most important ones (focus again, and to insure that proper attention is paid), and that there be consequences based on outcomes. Consequences are important so that the report doesn't just become another annual low-stakes report, of which all of us have seen too many. Chait, Taylor, and Holland further recommend that the structure of the board (its committees) mirror the institution's strategic priorities, and, while realizing that it may not be practical to do away with the traditional committee structure, suggest making better and more frequent use of ad hoc committees and task forces, which usually address a strategic issue, have a specified time frame, and can include members other than the board.
Along those lines, the Wisconsin Board made use of a Study for the 21st Century to address issues such as increased flexibility and accountability, distance learning, and access and affordability– the board president appointed committees comprised of board members, system staff, campus presidents, faculty, legislators, community leaders, and students. The recommendations of the various task forces were discussed, and modified by the board after a series of public hearings, and a number of them were subsequently incorporated into the upcoming budget or into board resolutions. With this format, the work of the board was a more dynamic process keyed to results, and characterized by a serious probing of the issues. Board members felt that the process was particularly useful because each task force concentrated upon an important, but narrow area; the initial meetings were set aside for learning about the issue at hand, hearing from speakers and experts from inside and outside the university, opportunity for board members to interact with other distinguished individuals was well-received, and all involved knew that key aspects of the study were to be integrated into the budget request. The work of this Blue Ribbon Commission on Higher Education is characterized by some of these same features, many of which might be beneficially incorporated by your boards of visitors.
It is important to say a few words about the traditional standing committees– academic affairs, finance, and building and grounds. The requirements that the board approve numerous reports and appointments, and the fact that much of the board's business falls into these broad categories, make it likely, as indeed the Harvard Business Review authors concede, that most boards are not going to legislate these committees out of existence. Dramatic improvements in how they operate, however, along with the strategic use of special ad hoc task forces or committees, can help guarantee that the board is adding value and not wasting members's time. As I mentioned in an earlier section, committee chairs should be intimately involved with the development of the agendas and the selection of supporting materials, including speakers and panel discussions. They should insist that the issues on the table are critical, and that they relate to the board's strategic plan, that the information is contextual, and option-oriented. Routine reports and appointments, which unfortunately make up the bulk of the agenda for many boards, should be bundled into a consent agenda (with the proviso that any item can be pulled by any committee member), and either dismissed early in the meeting, or set aside for the end of the meeting after the board has spent most of its time on more important issues that require the board's thought and attention. It also makes sense, when possible, to group agenda items that are related to each other, and fold them into a larger more strategic and contextual discussion. Also related to organization and structure is the term length and rotation of board members. It is difficult to gain the experience and confidence for leadership with terms shorter than six years. In addition, having more than a third of the board begin a new term each year presents challenges for board cohesion and effectiveness.
An observation about committee structure, size, and effectiveness based on observing a number of boards: I think it is extremely important that boards find ways to engage the full board with the big picture most important issues, and that does not always happen when most of the important work of the board takes place in traditional committees such as Academic Affairs and Finance. Board members do not usually pay as much attention to the background materials and decisions of committees they are not members of, and when the big picture issues are decided upon in three or four-member committees, the collective wisdom of the board is not used to the best advantage. There are several remedies for this. One is to employ the use of a Strategic Planning Committee in which the full board meets regularly as a committee of the whole– the University of Georgia System board uses this technique as a way to both focus on big picture issues and to ensure that the entire board is fully engaged with these issues. Other boards invite the full board to participate as a committee of the whole around specific issues such as the budget. Another model: the University of California System board makes use of seriatim committee meetings at which it is customary for all members to attend. The chair of the committee presides and committee members are expected to have special expertise, but all board members participate in the discussion (with only committee members voting). (The full board votes of course the following day at the board meeting.) Another method suggested by Chait and Taylor is to replace the standard pro forma committee report at the full board meeting with a summary of the key issues and pose questions for the full board to discuss, enhancing what is usually rubber-stamp approval of the committee vote the day before.
It is important that the board find ways to communicate effectively with the public, and since this primarily occurs through the press, it makes sense for the rector to speak after each meeting, and occasionally between meetings, directly to members of the press. The board should ensure that the public has a sense of the board's agenda for the university, particularly as it relates to the public's concern for quality, cost-effectiveness and access. The board's voice is a unique one, and it should be distinguishable from the official university press release. Any prospective statement released by the press office that puts forth a board position should, in fact, be reviewed by the rector.
It can be very beneficial for the board to forge relationships with those who supply its students (the K-12 system), and those who receive its "products" (employers and graduate schools). Looking into admission requirements when I was chair of the Education Committee convinced me that the board can do much to improve K-12 simply by enacting more rigorous entrance requirements for the university. In addition, we found that encouraging high schools to administer university math placement tests, for example, resulted in improved teaching in the high schools and students opting for additional math classes before they entered the university. On the other end, it is extremely important and worthwhile for the board (and the university itself of course) to speak often with employers to determine both the quality and responsiveness of university programs.
Boards should find ongoing ways (not just a budget time or during crises) to hear the concerns of elected officials, particularly the governor and key members of the legislature whose committees deal with higher education. In turn, they should use those opportunities to share their perspective about the university and higher education in the state. Too often, the relationship is either non-existent or unsatisfactory to both sides. The board is most effective when it is a respected and credible bridge between the inside world of the university, and the external society, and there are many benefits when it uses its position to increase understanding, and add value to the quality and cost-effectiveness of public higher education.
I will close with this thought: We trustees usually get what we ask for– we just need to be convinced that the tools for good governance are more precious commodities than football tickets or parking spaces!
Posted: September 29, 1999
By The
Educational Policy Institute of Virginia Tech
sjanosik@vt.edu