Governance, Trusteeship, Leadership

Essential Roles for a Great University
Workshop Presentation for
Lincoln University Board of Trustees
March 23, 2012
President Patricia McGuire
Trinity Washington University
• In universities, governance is a system for decision-making that
recognizes authority, responsibility and accountability among
multiple constituencies, including the Board of Trustees, the
President and senior executives, the Faculty, the Staff, the Student
Body, the Alumnae and Alumni, and in various ways, depending
upon the institutional identity, the state or local government
officials, or a religious congregation or local ecclesiastical authority,
or such other constituencies as may stake a claim on decisions
affecting the institution.
• Because higher education values inclusive collegiality, we often call
the sharing of decision-making authority “shared” governance.
• Legal authority is a factor determining the governance structure, but
legal authority is not governance itself. Law establishes the
framework, but governance describes the system.
• Trusteeship is the responsibility held collectively by that group
of individuals who constitute the board of directors (or
trustees) to steward the assets of the university effectively; to
ensure effective university leadership; to establish the overall
mission and strategic goals; to ensure effective policies that
reflect compliance with all relevant laws , regulations and
accreditation standards; to hold the president and faculty
accountable for oversight of the quality and effectiveness of
the academic programs; to ensure that adequate plans,
personnel and resources are in place to maintain the safety
and security of all people on campus.
• Trusteeship can only be exercised by the group known as the
board; no individual exercises trusteeship alone.
• Leadership in the university is exercised across multiple roles for
many different purposes. The University President is the most
visible leader, charged with the responsibility to articulate the vision,
steward the mission, organize and direct the talent, use resources
wisely and effectively, ensure institutional integrity, enlarge and
extend the institutional reputation, while also raising capital,
maintaining buildings and grounds, ensuring state-of-the-art
technology, keeping the students under control, the faculty relatively
content, and the alumni very happy particularly during March
• Provosts, deans, faculty, other executives, staff and students also
exercise important leadership roles in their zones of influence.
• Trustees also provide significant examples of leadership in their
collective action as well as in their personal generosity and
attentiveness to the needs of the institution and its personnel.
• “Management is the capacity to handle multiple problems,
neutralize various constituencies, motivate personnel; in a
college or university, it means hitting as well the actual budget
at break-even. Leadership, on the other hand, is an essentially
moral act, not --- as in most management --- an essentially
protective act. It is the assertion of a vision, not simply the
exercise of a style: the moral courage to assert a vision of the
institution in the future and the intellectual energy to
persuade the community or the culture of the wisdom and
validity of the vision. It is to make the vision practicable, and
• A. Bartlett Giamatti, president of Yale University 1978-1986, in A Free and Ordered
Space: The Real World of the University (New York: Norton, 1990)
Middle States
Characteristics of Excellence Standard 4
The institution’s system of governance clearly
defines the roles of institutional constituencies in
policy development and decision-making. The
governance structure includes an active governing
body with sufficient autonomy to assure
institutional integrity and to fulfill its
responsibilities of policy and resource
development, consistent with the mission of the
Middle States Guidance – “Context”
Institutional governance provides the means through which authority and responsibility are assigned, delegated,
and shared in a climate of mutual support and respect. The Commission on Higher Education expects a climate of
shared collegial governance in which all constituencies (such as faculty, administration, staff, students and
governing board members, as determined by each institution) involved in carrying out the institution’s mission and
goals participate in the governance function in a manner appropriate to that institution.
Within any system of shared governance, each major constituency must carry out its separate but complementary
roles and responsibilities. Each must contribute to an appropriate degree so that decision-makers and goal-setters
consider information from all relevant constituencies. While reflecting institutional mission, perspective, and
culture, collegial governance structures should acknowledge also the need for timely decision-making.
Whatever the title—board, directors, trustees, governors, or regents—the governing body is ultimately
accountable for the academic quality, fiscal and academic integrity, academic planning, assets, and financial health
of the institution. It should review institutional assessment results and participate in institutional planning.
However, it should not manage, micro manage, or interfere in the day-to-day operation of the institution.
In financial affairs, the members of the governing body should confine themselves, as they do in academic
matters, to a basic policy-making role, ensuring strong financial management by holding the chief executive officer
responsible and accountable for internal operation.
Governing body members, regardless of how appointed, have primary responsibility to the accredited institution
and should not allow political or other influences to interfere with governing body duties.
Members of the governing body act with authority only as a collective entity. Governing body members of higher
education institutions normally have no financial interest in the institution. In cases where financial interests may
exist, such as remuneration of board members or contractual relationships, the members of the governing body
should be able to demonstrate that those interests do not outweigh the greater duty to secure and ensure the
academic and fiscal integrity of the institution.
American Council on Education
Conflict of Interest Guidelines
• At every higher education institution, conflicts of interest of trustees, faculty and staff
should be addressed in written policy, whether in one policy or separate policies.
• The policies should require, at a minimum:
disclosure of known significant financial interests a faculty member, administrator or trustee
has in outside organizations that do or seek to do business with, or may otherwise benefit
financially from association with, the institution, where the individual has actual or apparent
influence over an institutional decision that may affect the organization;
review of disclosures by one or more institutional officials; and
procedures to address identified conflicts.
• Trustees, faculty, administrators and staff should be notified of the requirements of
pertinent policy at least annually.
• One or more persons at the institution should be available to answer questions about the
• The institution should review and assess its policies and practices in this area from time to
• Typical governance, trusteeship and leadership issues in
higher education today:
Establishing Policy v. Directing Operations
Board Micromanagement
Board-President Relationship
Trustee Relationships with Staff
Investigating Complaints and Grievances
Whistleblower Policy and Processes
Strategic Planning Roles and Relationships
Personnel Decisions
Conflict-of-Interest Policies and Practices
Succession Planning
Roles and Relationships
• Board sets the overall mission and strategic plan and adopts policies
consistent with those decisions
• President and management team implement the plans and policies
and make specific decisions for operations
• Board may review the president’s annual operating plan but should
avoid micro-management of the details
• A wise president keeps the board informed of progress, outlines toplevel challenges, and creates an environment in which the board
feels informed and consulted without feeling the need to interfere
with operations
• Boards hire the president; the president hires everyone else.
• Boards may hire external advisors: legal counsel, auditors, but the
president should be consulted in these decisions.
• Board Chair must manage the board, maintain open communication
and also ensure the discipline of board members who go outside of
the boundaries of good board conduct.
When Good Governance Goes Bad:
Roles and Relationships Chapter
• Individual trustees encourage ‘back door’ conversations with faculty and staff about routine
operational issues (trustees need to distinguish genuine whistleblowing --- and follow the rules
for such reporting --- from inappropriate discussions)
• Individual trustees fail to understand that they have no standing except when the board meets as
a collective entity; there is no individual power of trusteeship
• President and board chair do not collaborate to maintain an open, healthy environment of
dialogue and communication with trustees
• Board Chair loses control of the board, is unwilling or unable to manage meetings, refuses to
address out-of-bounds behavioral issues of members
• Board makes specific decisions directing curriculum and programs without faculty participation
• Board members gossip about institutional and board business externally
• Management complains openly about board members
• Students become a secondary consideration to business discussions at board meetings
• Board allows external entitites --- church, state, city, alumni, media --- to have undue influence in
decisions that must be the board’s alone for the best interests of the university
Conflicts of Interest: Rules to Live By
Have a written conflict-of-interest policy, and be sure it works.
Require annual disclosures in writing.
Review potential conflicts at least annually; assign this
responsibility to a logical entity, e.g., Audit Committee, legal
You are not on this board to generate business for your company
or your friends; every decision you make as a trustee must be in
the best interests of the university. Your “duty of loyalty” must be
undivided when you sit as a trustee. Trying to steer business to
the institution, suggesting that bid processes be waived, or
otherwise suggesting abridgement of fair and open business
processes violates the spirit and possibly the letter of the conflict
of interest rules.
Alumni, public appointees, parents: See #3!
If you have a conflict, abstain from the discussion and vote on the
matter at hand.
When Good Governance Goes Bad:
Conflicts of Interest Chapter
• A trustee has a real estate “deal” that he insists the university
president and CFO should explore with his partners --- how should
the institution vet potential business opportunities to avoid conflicts
while also not missing potentially good business relationships?
• A partner in the trustee’s law firm wants her spouse to get a position
as an adjunct faculty member in the Business Department, so the
trustee calls the head of the department to ask the faculty chair to
interview the spouse --- how can the potential employment
relationship be managed to avoid conflicts?
• A trustee sits on the board of the university’s bank and in that
position learns confidential negative information about the business
interests of another member of the board of trustees --- what
should the trustee do?
• The president is invited to join the board of a major foundation that
also provides grants to the university --- is this a conflict? Who
• A major vendor invites board members to participate in the vendor’s
annual golf outing all-expenses-paid --- should the trustees accept?
• Association of Governing Boards
• Middle States
• American Council on Education