Board Governance as a Strategic Challenge

Council Insights: Council of Board Chairs

By Mary A. Papazian March 18, 2024 March 19th, 2024 Blog Post, Council of Board Chairs, RNL

Opinions expressed in AGB blogs are those of the authors and not necessarily those of the institutions that employ them or of AGB.

As AGB prepares to release Top Strategic Issues for Boards 2024–2025, a biennial update to our essential publication, it does so after a period of unexpected risks and challenges have buffeted higher education and its leadership. Many of these are well known—the once-in-a-century pandemic, a summer of social reckoning, the continued demographic cliff, digital transformation, and the growth of political partisanship. Further challenges have emerged in recent months—such as the divide over the Israel-Hamas war, the war in Ukraine, political intrusion into higher education that threatens board independence, and growing public skepticism about the value of a college degree.

With this as a backdrop, the Council of Board Chairs convened on February 7 to discuss the emergent governance risks and challenges. We explored ways in which board governance can be strengthened to better prepare boards of trustees to address strategic challenges—both expected and unexpected—and ensure strong and aligned leadership from both the board and the senior leadership team, especially the institutional president.

Setting the Stage

We started the conversation by congratulating one of our council members for being recognized with AGB’s John W. Nason Award for Board Leadership, as a positive exemplar for other boards. As we were reminded, the time has never been more critical to ensure consequential board governance. And yet, while AGB long has had an interest in helping boards consider what to do, what not to do, and how to get it right, too often dysfunction trips up a board and results in tension between the board and its president. This is a particularly acute challenge when the turnover in presidential leadership continues to rise.

It is not enough to ask board chairs, board members, and institutional leaders, “What keeps you up at night?” Rather, it is a time to clarify the roles of boards and their presidents, identify current and emergent risks, and clarify who is responsible for what. The board’s focus needs to be on aligning what the institution’s leaders are worried about with the board’s area of responsibility. Additionally, such clarity allows boards to hold themselves accountable, an important responsibility of the board chair.

In line with these framing comments, one council member underscored the role of the board chair in ensuring trustees understand their roles and responsibilities on the board. He stressed the importance of understanding the delicate balance between the roles of the board and of college leadership, both in terms of being good partners—neither can be successful without the other—and in understanding that the board has only one employee: the president.

Ensuring Strong Board Fundamentals

Our robust council conversation focused on strategies board chairs have used with their own boards to develop a culture of good governance on their boards and prepare their colleague trustees to draw on best practices in addressing emergent issues.

As one of the board chairs pointed out, it is important to begin with understanding the macroenvironment in which the institution is situated, so that the board chair and the president can align on prioritizing areas of focus. Without that foundational piece, he reminded us, it is easy to be pulled in multiple directions—overreacting in some ways, and underreacting in others. It is also important to ensure the right composition of board membership, both in terms of diversity of experiences and diversity of skills needed to provide effective fiduciary oversight and leadership.

To ensure a solid foundation, one successful chair explained that he needed to reset the rules of engagement each year, both as a reminder for returning trustees and as an orientation for new trustees. Board chairs agreed on the importance of investing time up front each year to clarify the roles and responsibilities within a shared governance system—outlining the board’s role, scope of operations, and authority versus the president’s.

Laying this groundwork before a problem arose, they found, aided the board in addressing emergent challenges in a way that supported institutional leadership. Clarity of bylaws, committee charters, and roles of individual trustees proved vital in ensuring a functional board, they agreed. Additionally, board chairs emphasized the importance of reaffirming an institution’s mission and vision as critical to ensuring strategic alignment and decision-making.

As the board chairs in attendance shared their approaches to ensuring a high-functioning board, it became clear that they all started at the foundational level, ensuring all trustees understood the institution’s mission and their fiduciary duties. The council members recognized that they needed to ensure the foundations were strong and saw that as their most important responsibility as board chairs.

But even if they were comfortable with the clarity of their bylaws and committee charters, as well as board members’ understanding of their roles and responsibilities, they also emphasized the importance of continued board education and development. Several of the board chairs described how they integrated ongoing board education and development—about both the institution and issues facing higher education more broadly—into the cadence of their regular board meetings. One board chair also described his effort to create a board chair handbook that would ensure a seamless transition from one board chair to the next.

Board Chairs’ Role in Addressing Challenges on the Board

Board chairs recognized some of the challenges facing board members, who can differ in their levels of commitment to the institution. The board chairs had several suggestions for others in their position who look to enhance their board’s good governance:

  • Interview trustees to better understand what they think the workload should be and what they are willing or able to contribute;
  • Recognize that overworked trustees often become burned out; hence it is important to rationalize the workload and use the committee structure effectively;
  • Coach and mentor new trustees to ensure they learn the board’s culture and can grow into being active contributors;
  • Develop a thoughtful grid so that new and continuing board members understand the expertise on the board and whether it is sufficient and diverse enough to address the issues before the board;
  • Ensure you have honest conversations with board members where you see misalignment;
  • Share responsibility with vice chairs and committee chairs, to develop future board leadership; and
  • Recognize that at the end of the day, the board chair must fill the gaps and work with their vice chairs and executive committee on finding a solution before the problems interfere with the board’s ability to function.

As we wrapped up our conversation, we were able to celebrate the successes of our member institutions, reinforce the importance of the board professional in supporting trustees and the institutional president, and offer strategies from our participants for other board chairs throughout AGB’s membership. Despite all the challenges before them, participating board chairs expressed optimism about the readiness of their fellow trustees to fulfill their fiduciary duties and find satisfaction in their work on behalf of their institution.

Mary A. Papazian, PhD, is the executive vice president of AGB.

With thanks to AGB Sustaining Champion RNL for its support of the Council of Board Chairs.