AGB President & CEO Update: Maximizing Stakeholder Input While Mitigating Undue Influence (Systems)

By Henry Stoever February 2, 2022 March 8th, 2022 Blog Post

You are viewing the System version of this CEO Update. Institutionally Related Foundation and Institution versions are also available.

For 100 years, AGB has been focused on empowering boards and their members to lead with knowledge and confidence as they fulfill their fiduciary duties. While board members have always been expected to hold their organizations in trust, the rapidly changing environment has significantly intensified the challenges facing higher education and the expectations for boards. 

As they serve as strategic thought partners to their chief executives and leadership teams, boards need to ensure that all key campus constituencies are heard and understood to shape well-informed strategies. AGB’s Principles of Trusteeship emphasizes that board members need to “think independently and act collectively,” always in the service of the system’s mission. Thus, effective citizen trustees, in keeping with best practices, serve as a bridge and buffer—a bridge between the system and communities it serves and a buffer from undue external influence and conflicts of interest. Furthermore, accreditors, regulators, and policymakers all expect and demand that boards will provide impartial and meaningful oversight. 

The sources of potential undue external influence and conflicts of interest are many, and can originate with important constituencies such as alumni, business leaders, donors, politicians, and others. But these influences and conflicts can, for example, put at risk key tenets of higher education such as academic freedom and the faculty’s primary responsibility for the curriculum.

Simply stated, if a system board’s independence or autonomy is compromised, the board’s ability to effectively fulfill its fiduciary responsibilities will be jeopardized. It is also a best practice that all board members annually complete a conflict-of-interest statement. Coordinating boards, as state agencies often under the state executive, can be subject to similar pressure from external forces, and while the sources of external influence may differ (e.g., donors are not often a necessary consideration), protecting against undue influence and conflict of interest remains a high priority.

As you know, the methods of board member selection vary from board to board. Regardless of the process, AGB strongly encourages that the selection of all board members be based on a clear-thinking analysis of the expertise, experience, and other attributes that the system needs to fulfill its mission and achieve its strategic priorities. 

For more detailed information about leading practices to avoid potentially undue influence, please review AGB’s Board of Directors’ Statement on Conflict of Interest and Guidelines on Compelling Benefit, Updating Board Bylaws (Article VIII: Conflict of Interest), the AGB Statement on External Influences on Universities and Colleges, and the FAQ on External Influences. For assistance on crafting a conflict-of-interest statement for your board, please contact AGB Consulting at

Questions for board and committee chairs: 

  • How will your board or committee ensure that diverse perspectives, including those of the faculty, are included in board conversations? 
  • Does the composition of your board and/or committees reflect diverse backgrounds, experiences, and expertise that enable it to oversee the development and execution of meaningful strategies? 
  • How can your board avoid even the appearance of undue external influence? 

Questions for board members: 

  • Do you have any personal or professional relationships or biases that could interfere with your ability to make decisions in the best interests of the institution? 
  • Are you familiar with your board’s conflict-of-interest policy and disclosure process? 
  • Do you annually complete a conflict-of-interest and disclosure statement? 

Questions for chief executives and senior staff: 

  • How are questions related to external influences explored in board education materials? 
  • How might you create opportunities for perspectives that are missing in board discussions to be heard? 

Celebrating Exemplary Board Leadership 

On another note, I want to recognize some examples of especially strong strategic board leadership. Exemplary board governance is not easy, but we hope that by giving our members insight into how some impressive institutions, systems, and foundations are successfully addressing their current challenges, we will provide an opportunity for us all to learn and improve. In partnership with TIAA, AGB is pleased to recognize the following recipients of the 2022 John W. Nason Award for Board Leadership: 

Here’s to advancing exemplary strategic board leadership, student success for all students, and institutional vitality and sustainability for all our members in 2022 and beyond.

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