Deep Dive

Reflections on Committee Restructuring

By Jorge Caballero and R. Barbara Gitenstein    //    Volume 25,  Number 2   //    March/April 2017

While on our campuses, we expect students to work hard and prioritize their studies, engage in service to others, and practice civil disagreement, with the goal of becoming independent, contributing members of our society. According to the successes of our alumni and our third-party ratings, we are certainly succeeding. As trustees, we do our part to ensure accountability by preparing for periodic meetings, reading materials we are provided by the leaders of the institution, and asking questions about the direction of strategic plans. But is that enough? How does a board continue to lead, support its president, and enhance its effectiveness? At The College of New Jersey, we determined that we must continue to look at best practices and be willing to confront difficult subjects and concerns, even those that may make us uncomfortable, in order to fulfill our purpose.


In 2014, The College of New Jersey (TCNJ), working with an AGB consultant, conducted a board and presidential comprehensive review. This process, a first for TCNJ, was tremendously helpful in identifying ways we could enhance our effectiveness and better support the institution’s chief executive. This process also provided board members with the opportunity to reflect on, and suggested ways we may be more engaged with, our work as the institution more intentionally relied on us for our expertise and talents. In the spirit of this historical self-reflection, on the heels of the comprehensive review, we felt we could have a more positive impact on the college and could use our collective expertise to enhance and drive it to even greater heights.

Like many boards, we observed that our meetings, while well organized and supported by documentation, were not conducive to deep conversations by trustees. There were action items to consider and approve and reports and presentations received from every division and vice president. While it is critical that we are aware of the performance and status of everything from the annual budget and endowment to the academic program, trustees were too dependent on a transactional relationship with the staff liaisons to each of our committees. We concluded that we were not engaging at a deep enough level in the issues that are challenging higher education in general and TCNJ in particular.

The committee structure mirrored the administrative structure, and with seven committees (executive; college advancement; student affairs; academic affairs; finance and investments; building and grounds; and audit, risk management, and compliance), it meant that our resources as trustees were spread thin. Often, there were only two or three trustees available to attend, listen to, and weigh in on the important items on each committee agenda. As we were having this conversation at TCNJ, the state of New Jersey passed statutes that required changes to the committee structure of boards of trustees. It was fortuitous timing.


At the beginning of 2015, the board began a review of its bylaws. We sought to incorporate statutory requirements and to address the interest expressed in our own 2014 self-assessment for additional board engagement, encouraging more robust and in-depth trustee discussion during committee meetings. We sought to embrace our responsibility for overall governance, as outlined above, and exemplify the characteristics AGB enumerated in its description of consequential boards.

In addition to a review of statutory changes, our work was transformed through our participation in AGB’s 2015 Strengthening Board Committees Workshop. Throughout the following months, our board structure was further amended and we established the following committees with the corresponding responsibilities:

  • Executive Committee. As was the case under the previous structure, and now further defined by statutory changes, the executive committee serves as the board’s personnel committee. In addition, this committee facilitates the work of the presidential-evaluation process and reviews and makes recommendations to the full board regarding compensation for the president. The board eliminated a separate advancement committee and assigned the critical areas of development, alumni affairs, college relations, and governmental affairs to this committee. It is made up of the board chair, vice chair, and the chairs of each of the committees. Finally, a unique aspect of the executive committee included in the bylaws provides the chair the option to appoint one ad-hoc member to the committee from among those eligible trustees appointed by the governor.
  • Governance Committee. Under the new structure, the newly formed governance committee is responsible for facilitating all matters of board governance, including periodic review of, and recommendations for modifications to, the bylaws; oversight of orientation and training for each trustee; identification of potential candidates for trusteeship; evaluation of the board as a body; and working with individual trustees and the full board to expand trustee knowledge of governance and the issues facing the college and higher education in general.
  • Audit, Risk Management, and Compliance Committee. Although this committee has been a part of the board’s structure since a 2007 revision, our enterprise risk management (ERM) process reinvigorated its work. This committee provides oversight for the ERM process and ensures that risk matters are addressed by the appropriate board committee for ongoing monitoring. By state statute, the committee is made up of three gubernatorially appointed trustees. Additional responsibilities of the committee include oversight of the institution’s external and internal audit processes; review of whistleblower complaints; and compliance with legal, ethical, and regulatory requirements.
  • Mission Fulfillment Committee. This committee is responsible for the core aspects of the enterprise: student affairs, academic affairs, and enrollment management. The combination of these areas allows for interdisciplinary discussions on issues impacting the institution. Governance issues range from academic programs and student affairs policy to institutional enrollment management philosophy. The prior structure siloed the issues of student affairs and academic affairs and moved discussions of enrollment management from committee to committee, based on the specific topic being addressed. The combination of these areas allows for a streamlined, integrated approach to relevant issues.
  • Business and Infrastructure Committee. This committee combines the areas of building and grounds, finance, human resources, and information technology. The prior structure did not include a formal role for human resources and addressed issues related to information technology in a disjointed way through separate committees on finance and building/ construction. Despite their institutional reliance on one another, the former finance and building and grounds committees worked independently, occasionally coming together for a joint meeting to discuss the implementation of a major project. The new, combined committee reflects the reality that all issues falling under the purview of this committee have corresponding impacts; one area cannot be discussed without considering the impact on the other.

Perhaps the most exciting outcome of our realignment is not the redistribution of committee work, but rather how the committee agendas drive trustee engagement and ensure we maintain a focus on our governance responsibilities. Our former structure called for four in-person meetings per year, in addition to a tuition hearing required by state statute. Each meeting lasted one day and required each trustee to participate in two to three committees, each of which met on board day for approximately an hour and a half. Agendas were driven by required consideration of action items, essential reports, updates, and presentations. The new structure reduced the in-person meetings to three per year, but added an additional electronic committee meeting day for all committees three weeks prior to each in-person board day. These conference-call committee meetings last an hour and a half and allow committee members to review operational and transactional business, including action items slated for consideration at the public meeting as well as essential reports and updates from the divisions.

These meetings conclude with an introduction of an interdisciplinary discussion topic scheduled for the in-person meeting. Administrative staff liaisons, in coordination with the trustee chair, select a topic relevant to the work of the committee and identify reading materials that will provide a foundation of understanding for how the matter will impact higher education in general and TCNJ in particular. At the inperson meeting, trustees are afforded the opportunity to discuss with campus leaders how TCNJ has and should respond to the issue. Trustees are provided with the materials, together with carefully crafted questions, to guide their reading and focus.

Our in-person board days begin with meetings of the audit, risk management, and compliance committee; the governance committee; and the executive committee. All trustees then participate in either the mission fulfillment or the business and infrastructure committee meeting. These committee meetings are three hours long and are interrupted by an unprogrammed lunch hour that provides an opportunity for all trustees to engage with each other in an informal setting, strengthening personal and working relationships.

The first portion of the committee meeting is dedicated to any updates to action items since the electronic meeting took place, as well as monitoring of issues related to the committee’s responsibilities for enterprise risk management and strategic planning. The remaining two hours are dedicated to the interdisciplinary discussion topic. In the first meetings under this new structure, the mission fulfillment committee discussed issues related to the national landscape on diversity and inclusion, and particularly the fraught interaction with free expression and the concept of “trigger warnings” and “safe spaces.” Preparatory materials included the “AGB Board of Directors’ Statement on Governing Board Accountability for Campus Climate, Inclusion, and Civility” and several articles regarding the issues, including documents that provided the general outlines of two case studies (DePaul University and the University of Chicago).

The business and infrastructure committee focused on the landscape of higher education business models. Materials provided for this discussion included the AGB book, Top Strategic Issues for Boards 2016–2017, relevant Trusteeship articles, and financial metric information from our institution. The conversations in both committees were engaging and driven by board members. Trustees were encouraged to provide perspectives from their experiences and ask challenging questions. The energy in the committee rooms was unmistakable and carried over to the full public board meeting, where each committee chair described the conversation for the full board and members of the public, and highlighted next steps. (It should be noted that committee meetings are not required by sunshine laws to be open to the public because a full quorum of the board is not present.)


While our new structure has been largely successful, we did experience a number of issues we needed to address in our implementation.

  • The missing board meeting. While eliminating a public meeting sounded like a great idea to better distribute our time throughout the year, we did not fully anticipate the business cycle of the institution and the fact that a number of items, including union staff contracts, would require our action in the month of December. While a special public teleconference call to address these issues resolved the matter for this year, we will need to make a modification in order to address the issue moving forward.
  • The work of senior leadership. Board members are not the only ones spending more time and energy on substantive board matters. The president and the senior leadership of the institution are working together in ways they have not in the past. Changing the cycle of meetings as well as when and how materials are developed, reviewed, and distributed took a bit of adjustment for all concerned. They are now conducting their work in a much more collaborative way, requiring more time and thoughtful consideration of perspective.
  • Technology and our commitment to focus. Our electronic committee meetings are not just conference calls. We utilize web-based software programs so that we can view information together and discuss in real time. However, some board members are accustomed to taking conference calls “on the road” or multi-tasking during these types of meetings. It is an adjustment for all of us to use the technology to our advantage to save travel time to the campus, but we must ensure that we are fully engaged in our work during each of these meetings.

All institutions of higher education deserve boards of trustees that take seriously their responsibility to serve as good fiduciaries. As we continue to ask our students to achieve and our presidents to lead, we must push ourselves to refine and evolve our work as trustees.

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