Reflections on Board Culture

How the right culture can make all the difference in positive governing board service

By Robert Scott    //    Volume 32,  Number 1   //    January/February 2024
Takeaways

  • As management guru Peter Drucker said, “Culture eats strategy for breakfast.”
  • Board culture consists of the customs, values or social norms, and beliefs of a particular group.
  • Culture can be nurtured by following principles of good practice.
  • The three styles of boards are the passive, the prescriptive, and the productive.
  • A positive, productive board culture takes work, structure, leadership, and professional development.

I am fortunate to have worked for boards, served on boards, and advised boards of trustees on effective governance. One of the striking takeaways from these experiences is how boards with the same responsibilities and duties operate under widely varied cultures.

Culture consists of the customs, values or social norms, and beliefs of a particular group of people. The culture of a board is no different. Its culture is learned, shared, and passed on from generation to generation.

Effective boards are composed of well-informed, actively engaged, and deeply committed members who develop a climate of mutual trust in which active discussion and civil debate are encouraged. The board culture is guided by a set of principles for good practice, and the principles are followed.

Unsurprisingly, an ineffective board may have a negative board culture. The board can be stable, yet unhelpful until there is a disruption to its authority and membership. Disruptions that challenge ineffective board culture can be caused by a lawsuit, a system board, a state entity, or a regional accrediting body that raises questions about the standards regarding governance and leadership. Even without a crisis, boards can become ineffective with poor leadership, or without the right people, focus, and relationships—a fundamental lesson from AGB’s An Anatomy of Good Board Governance in Higher Education.1

Boards can avoid these challenges by following best practices. Former AGB President Rick Legon’s “10 Habits of Highly Effective Boards” provides a sound foundation. Cultivating a positive culture is an essential part of developing an effective board.2

10 Habits of Highly Effective Boards

  1. Create a culture of inclusion
  2. Uphold basic fiduciary principles
  3. Create a healthy relationship with the president
  4. Select an effective board chair
  5. Establish a strong governance committee
  6. Delegate appropriate decision-making authority to committees
  7. Consider strategic risk factors
  8. Provide appropriate oversight of academic quality
  9. Develop a renewed commitment to shared governance
  10. Focus on accountability

Source: Richard D. Legon, “Ten Habits of Highly Effective Boards,” Trusteeship, March/April 2014.

How to Recognize Effective Boards

The culture of a board can be guided by a set of principles for good practice, but the principles must be followed. They should not be empty rhetoric, ignored in practice. Legon’s ten habits of good governance are building blocks.

A positive board culture is supported by structure, including the bylaws that specify the purpose of and the protocols for board membership and actions. They support the board’s role in considering, approving, and monitoring the alignment of goals, alternatives, strategies, allocation of resources, rewards, and results. In such boards, goals are mission focused, student centered, data informed, and “market smart.” These boards are responsive and strategic.

Effective boards are also supported by principles and expectations for good governance that serve as a form of covenant for both individual board members and the collective board. These include the fiduciary duties of care in preparation, participation, and protection of institutional autonomy; loyalty to one institution at a time; and obedience to the mission, charter, and laws.

Nevertheless, not all boards operate with clearly articulated principles. For example, I have found boards with no term limits, with individuals serving as committee chairs for decades, and with cliques that collude outside the board meeting. Some boards find members by having friends ask friends, without regard to board needs, competence, or governance acumen. In some boards, the chair dominates discussions to such an extent that others remain silent and complain to the president after the meeting. In others, meeting agendas give so little attention to strategy or future thinking that board members have little opportunity to contribute their greatest value.

In Richard Chait’s May/June 2016 Trusteeship article, “The Bedrock of Board Culture,” he captured the characteristics of healthy and dysfunctional boards. A favorite resource is the list of healthy and unhealthy board cultures from Chait’s article:

Chait observed, “In pursuit of a healthy culture, boards have had candid, sometimes difficult dialogues about disparities between current and ideal conditions and the best means to close the gaps. These discussions have yielded fruitful results, for instance: explicit rules of engagement; intensified efforts to elicit broad participation and diverse views; and more frequent, more immediate feedback loops on board dynamics and board performance.”3 Such efforts can help committed boards develop a healthier culture.

Three Styles of Boards

Over the years, I have observed three styles of boards: the passive, the prescriptive, and the productive. The productive board, with a positive culture, is described below after identifying the shortcomings of the others.

The passive board does the basics but little more. Its members do not think strategically and, as a collective, they do not act to move the institution forward.

The prescriptive board recommends actions without considering the institutional context or the higher education environment. Motions to “cut tuition 10 percent” or “eliminate the physics department and download a MOOC (massive open online course)” are real-life examples. These trustees could have asked questions about comparative tuitions and the effects of a cut on institutional aid, but they offered a prescription instead of a question. In like manner, a board member could have asked about the institution’s need for a MOOC or other “guide on the side” instead of jumping ahead to recommend specifically using a MOOC to replace a “sage on the stage.”

When board members do not know the history of American higher education, the heritage of their own institutions, and their appropriate role as trustees, they seem to share certain characteristics. They tend to have a corporate view of the enterprise, thinking of the president as chief executive officer instead of chief purpose officer; faculty as employees rather than as partners in shared governance; and students as customers engaged in transactions instead of a transformational experience. These, too, are characteristics of culture—in this case, not a positive one.

Some board cultures leave the president on the periphery. Examples include long executive sessions without the president and without an explanation afterward. This is even more problematic when the board makes a decision in executive session that could have been better informed by the president’s participation. A healthy board-president relationship—one of the ten habits of effective boards—requires trust, respect, and open communication, using the board as a strategic thought partner with the president.

I have learned of other examples in which a committee chair told a vice president that his analysis of the pros and cons of a decision was not needed, that he knew what he needed to know. But the other members did not have the same background and did not benefit from the vice president’s analysis. In another example, a trustee told a vice president what to do without including or informing the president. Then there is the board chair who didn’t think new members needed an orientation, as they could just follow his lead.

 

Ineffective Board Culture

A particularly ineffective board culture develops in a board with a long-serving, domineering chair who is openly hostile to another member. This type of chair has been known to keep important information from the state coordinating board. Other ineffective boards have members who don’t prepare for meetings but operate impromptu, even when doing so interferes with discussions that others take seriously. One of the ten habits is selecting an effective board chair, a person with experience in this role and “a willingness to focus the board and its members on issues that matter rather than those that are neither the province of the board nor necessarily the most important strategic challenges.”4 In addition, there are boards in which individual members talk to people not on the board about decisions with which they disagree. This, too, is an ineffective practice.

Some particularly egregious aspects of board culture were shared with me by a university trustee who resigned rather than continue his service. The wife of a board officer was hired as a vice president, and no one else had questions about the propriety of the action. He also told me about a board meeting held in another country for which certain board members had their expenses paid and others did not—and were not even told this was a possibility.

This same former trustee told me of a meeting at which the board chair said it was time to adjust the president’s compensation and called for a vote. When my informant asked about the amount, the process for calculating the amount, and whether there would be a discussion of the president’s performance, he was told that if he desired that information, they could discuss it after the meeting. He resigned.

These are examples of boards with which I have first-hand experience or whose members I have interviewed. What about those other boards that put reputation ahead of integrity in dealing with sexual abuse cases? What about those boards whose members never asked, “Could that happen here?” because members were passive or more caught up in rankings than in student success? These reactions among boards, too, are influenced by culture.

A Productive Board Culture is Possible.

For the productive board, a positive culture takes work, structure, leadership, and professional development. Board service, if done well, takes time, energy, imagination, and commitment, not old sentiments revisited. Members need to know higher education as an enterprise, just as a bank board member needs to know about commerce and banking. I find that most trustees are receptive to learning how to improve operations, create new customs, and develop positive social norms. AGB materials and consultants are helpful aids in their pursuits.

Robert A. Scott, PhD, is president emeritus of Adelphi University and Ramapo College of New Jersey and a senior consultant for AGB Consulting. He is the author of How University Boards Work (Johns Hopkins University Press, 2018), which was a 2019 Eric Hoffer Book Awardee.


Notes

1. Association of Governing Boards of Universities and Colleges, An Anatomy of Good Board Governance in Higher Education (Washington, DC: AGB, 2018).

2. Richard D. Legon, “Ten Habits of Highly Effective Boards,” Trusteeship, March/April 2014.

3. Richard Chait, “The Bedrock of Board Culture,” Trusteeship, May/June 2016, 22.

4. Richard D. Legon, “Ten Habits,” 12.

Related Resources

AGB. 2018. An Anatomy of Good Board Governance in Higher Education.

AGB. n.d. “Assessing the Board Chair.” https://agb.org/faqs/assessing-the-board-chair/.

AGB. n.d. “Board Assessment.” https://agb.org/agb-consulting/board-assessment.

AGB. n.d. “Board Orientation.” https://agb.org/events/new-board-member-orientation.

Chait, Richard. 2016. “The Bedrock of Board Culture.” Trusteeship 24 (3, May/June): 20–24.

Eisenstein, Lena. 2020. “Top 5 Ways to Improve Board Culture for Your Organization.” Board Effect (blog). January 27, 2020. http://www.boardeffect.com/blog/top-5-ways-improve-board-culture.

Kimbrough, Lane, and Erin M. Lentz. 2023. “What’s Your Organizational Culture Type?” Grant Thornton. July 24, 2023. http://www.grantthornton.com/insights/articles/advisory/2023/whats-your-organizational-culture-type.

Legon, Richard D. 2014. “The 10 Habits of Highly Effective Boards.” Trusteeship 22 (2, March/April): 8–13. https://agb.org/trusteeship-article/the-10-habits-of-highly-effective-boards.

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