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You are viewing the Institution and Systems version of this CEO Update. An Institutionally Related Foundation version is also available.
Last month, I encouraged boards to consider how their institutions must evolve their business models to maintain relevance and ensure long-term success. Boards should apply the same consideration to how their institutions govern by determining whether meetings and committee structures are helping them make more informed decisions for their institutions, and what could make them more effective.
Give Every Trustee the Full Picture
Imagine a board assessment that found that only a small percentage of trustees felt they understood the institution’s finances. Improving that number should be a top priority, but before adding another presentation, review the committee meeting schedule.
When finance and other committees meet at the same time, trustees must choose what to attend. When possible, scheduling committee meetings consecutively rather than concurrently allows board members to attend meetings of committees they are not assigned to, subject to appropriate confidentiality and committee requirements. Pairing access to finance committee meetings with clear financial briefings and strong committee reports can greatly improve understanding of institutional finances, which should extend across the board.
Chairs, presidents, and board professionals should also protect time for discussion. Sending useful materials, including routine reports, in advance and making clear what members are being asked to consider or decide can significantly enhance the efficiency of meetings and allow for more discussion time.
Committee Structures Should Reflect Institutional Priorities
Boards should regularly assess whether their committees reflect the institution’s evolving priorities, as historical committee structures may not be providing enough attention to the issues that are most consequential today.
An assessment of committee charters should include determining whether your committees are focused on the right issues, whether there are gaps or unnecessary duplication, and whether the committee structure reflects the institution’s most important priorities for sustained board oversight.
A recent AGB pulse survey asked members how well their board’s committee structure supports their mission and strategic priorities and whether they have an established process for periodically reviewing that alignment.
60% of respondents said there is room to improve alignment between their board’s committee structure and strategic priorities. Yet only 29% said their board has a formal policy that establishes regular committee review.
Whatever your current structure, the important question is whether the board is adequately organized around the institution’s current priorities.
Questions boards should be asking:
- Do committees align with the current mission, strategy, and top risks and priorities?
- Do committees have a clear understanding of what issues are handled at the committee level and what goes to the full board?
- Do trustees have the context to govern effectively with a smooth flow of information from committees to the full board?
- Are we using trustees’ expertise and time where they can add the most value?
- Do we have a regular process for reassessing committee structure and charters as institutional priorities change?
The Role of the Executive Committee
The executive committee plays an important role in acting on behalf of the full board as needed between scheduled full board meetings or to take on specific responsibilities not assigned to other committees. It’s important, however, to ensure the executive committee’s actions don’t compromise full-board engagement or assume powers reserved for the full board as specified in the bylaws. The bylaws and executive committee charter should clearly define authority, limits, and responsibilities.
The executive committee should be viewed as a bridge rather than a shadow board, where a small group makes the “real” decisions. A strong board is one that has committee structures in place to help the entire board fulfill all its responsibilities and support every aspect of the board’s work, not just a few areas. Accordingly, consequential matters that warrant full-board discussion should come before the full board, and trustees should have sufficient information to understand decisions made under delegated authority by the executive committee.
Is Your Board Prepared to Oversee the New Era of College Athletics?
Institutions with high-level intercollegiate athletics programs should consider a dedicated board committee on athletics if they do not currently have one, given the escalating financial complexity and strategic risks.
To effectively oversee the multifaceted complexities of college athletics, governing boards need an understanding of the changing landscape and what decisions require board-level attention. That is why AGB is convening board members and institutional leaders November 10–11 in Washington, DC, for The Governance Challenge in College Athletics: Mission, Finance, and Board Oversight. The convening will help boards strengthen their oversight as they navigate revenue sharing and name, image, and likeness (NIL); evolving financing and business models; media rights; and emerging institutional risks.
AGB Resources to Strengthen Your Board’s Effectiveness
AGB can help you evaluate how your board works and identify practical steps for improvement.
- Board Assessment—Resources to evaluate board performance and establish priorities for improvement.
- Effective Committees—Guidance to help boards align committee responsibilities, work plans, and meeting practices with institutional mission and strategic priorities.
- Restructuring Committees—A guide for evaluating and redesigning your board’s committee structure in alignment with your institution’s circumstances and changing needs.
- Executive Committee—Resources to help boards ensure effective executive committee oversight and avoid overreach.
- Board Member Orientation—A self-paced course that establishes a common foundation of governance knowledge, including board responsibilities and fiduciary duties.
I encourage you to spend some time examining how your board governs and whether it should make improvements to the committee structure, meeting schedule, or information flow from committees to the full board—or whether new committees are needed to reflect emerging priorities. Governing for the future starts with making sure the board itself is structured for the work ahead, and AGB is here to help.
