Perhaps Not So Simple

By Richard D. Legon    //    Volume 27,  Number 3   //    May/June 2019

AGB recently published An Anatomy of Good Board Governance in Higher Education, arguing that the right combination of board makeup, focus, and culture can go a long way toward ensuring suc-cess in the boardroom. Long experience has shown that the ability of a board to address effectively the issues that come before it can be hamstrung by inattention to these three central variables—a danger even for public boards, which have less sway over appointments. Simple!

We probably should have added a fourth, equally “simple,” characteristic of an effec-tive board: a willingness to step up. Even a board with a nearly perfect membership profile, strategic agendas, and a mutually beneficial and collaborative relationship with institution or system leadership, as well as an engaged and inclusive culture, needs to understand the distinctions among passivity, engagement, and micromanagement. (Due to space limitations, I’ll dispense with the issue of micromanagement other than to suggest that such behavior is neither acceptable nor all that helpful.)

Accountability and fiduciary duty are the ultimate and most acceptable lanes for governing boards to occupy. In other words, boards must own their responsibility. Anything less will quite possibly result in governance failure at some level. And, with today’s headwinds coming at higher education with full force, governance failure at any level is not tolerable. Most frequently, institution failures or crises default at some level to the performance of the governing board. The balancing of engagement and oversight must begin with a recognition that board performance itself can be a risk that impacts an institution’s reputation.

I’ve been thinking over the past several weeks about the high-profile admissions scandal that has engulfed some of the country’s most elite institutions. No doubt you, too, have been monitoring this story. While favored admissions practices are not new or surprising, something about this latest case of fraudulent behavior has caught the nation’s attention—and not in a good way. Whether it’s the Hollywood aspect, or the dollars involved, or the blatant cheating, or, once again, the link to intercollegiate athletics—the soap opera nature of the story seems to be piling on for a sector in which stories of malfeasance, corruption, conflict of interest, and sexual assault seem to be all too common. The cumulative effect is to exacerbate further the crisis of public trust in higher education.

Perhaps no governing board could have anticipated this latest scandal. But effective governance requires that all boards now step up—by reviewing as necessary policies that might not be locked down and by understanding risks in admissions as well as other prominent areas of board accountability. Constant attention to how a board’s “anatomy” actually comes together is a requisite for the board’s body of work. In a panel session at AGB’s most recent annual meeting governance guru Dick Chait urged boards to conduct what he referred to as “hypocrisy audits,” or at least a process that ensures that a board is addressing serious challenges in serious ways, not looking the other way when tough issues land in the boardroom, and paying close attention to their own potential failings in addressing their responsibilities.

Sounds severe, but might it make some sense?

Transparency between boards and administrators is the coin of the realm, but so too are curiosity and ownership of board responsibilities.

In the end, effective board governance can, indeed, be simple—as long as the requisite characteristics are present and maintained. Getting governance right requires action; it may be simple, but it’s not easy.