On My Agenda: There Are No Winners

By Richard D. Legon    //    Volume 20,  Number 4   //    July/August 2012

The report of former FBI Director Louis J. Freeh regarding the tragic events at Penn State has just been released as I write this column. It is replete with accounts of leadership failure and abdication of responsibility by people whose severe misjudgment often put personal priorities and reputations ahead of the essential duty to protect children on our campuses. The fallout has been severe for everyone involved, with more legal proceedings likely to come. There are no winners here.

The renowned higher education leader Clark Kerr, former president of the University of California, once said that a higher education institution is ultimately no better than its board. In this instance (as well as in the recent governance breakdown at the University of Virginia, the lessons of which I discuss in this issue of Trusteeship), the board failed to meet its oversight responsibilities and duty to serve the public interest. University officials should have informed the Penn State board on a timely basis about the serious nature of the charges of child abuse and the unfolding legal proceedings. And the board should have asserted its authority, holding the president, other administrators, and an iconic football coach accountable.

The legal process continues to unfold, but the tragedy has also raised profound issues about governance that demand attention. Boards must be certain that they are informed and that they understand what engagement means in today’s complex environment. Penn State’s board might have been under-engaged, while the board at UVA appeared overly active. Neither demonstrated effective accountability.

The Penn State board has now acknowledged that, when it most mattered, it was less than accountable. New leadership has moved aggressively to improve the board’s structure and commit to compliance and oversight, and that is laudable.

But what the Penn State tragedy suggests about how well the governing boards of our higher education institutions understand and meet their fiduciary responsibilities of loyalty and care remains a cause for concern. In the November/ December 2011 issue of Trusteeship, I shared some “First Principles,” highlighting the collaboration and transparency that are essential between the board and chief executive. Those principles merit a further look today. Board members must ask questions until they feel comfortable that they’ve received clear and appropriate information—especially when institutional risk is high. That questioning should not be restricted by misguided politeness or blind trust in the president and administration.

The public and policy makers have every right to ask whether our model of independent boards works in a new era. I believe that model is consistent with the best of the country’s values. But Kerr was right: Our institutions can’t outrun a lack of effectiveness in the boardroom.

Governance is hard work. Board members have the responsibility to learn what is expected of them—that is, for what and to whom they are accountable. Each trustee must understand what loyalty and care really mean, as board effectiveness is the product of the collective performance of its individual members. Serving the public interest requires attention to duty; getting governance right matters.

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