Three Steps to a Better Board

Jim Wickenden, Founder, Wickenden Associates
September 4, 2019

Boards struggle to find ways to harness the energies and talents of all trustees, while also continuing the work of developing an effective partnership between Board and Head. Independent schools have traditionally attempted to draw clear distinctions between the roles of Board and Head–the Board sets policy, and the Head implements it–although most governance realists acknowledge the significant expanse of gray area within that formulation. Therefore, school governance provides both challenges and opportunities to independent school leaders searching to improve Board effectiveness. Yet, there are three simple, foundational keys to success that are sometimes overlooked.

Step 1: Revisit the Committee Structure

Much of the frustration experienced by independent school trustees can be laid at the door of the traditional committee structure, which tends to mirror the major administrative areas: finance, development, buildings and grounds, strategic planning, etc. While such an organizational structure can make sense at small schools with lean administrative teams, it can also be redundant and counterproductive at larger schools with healthy administrative staffs. The assignment of committees to “oversee” various divisions often promotes micromanagement by trustees and leads to diminished morale among office directors. More importantly, the delegation of issues to these functionally-oriented standing committees can work against broad strategic thinking. Most of the critical issues in schools are multidimensional, but committees organized along administrative lines tend to be dominated by “experts” in a narrow field.
Committees organized around a school’s strategic goals could be charged with the task of collecting and exploring multiple perspectives regarding the topic at hand; trustees would volunteer to serve based on their interest in the issue rather than any perceived expertise in the area under discussion. Boards need not throw out the standing committee structure that has served schools well. Flexibility by the Board’s leadership—combined with a willingness to match trustees with committee assignments that suit their talents and interests—can provide independent schools with the best attributes of both.

Step 2: Rethink the Board’s Agenda

A discussion of committee structures leads logically to the Board’s agenda. Many Heads and Board chairs are sensitive—as they should be—to the fact that trustees tend to be busy, productive people who object to time-wasting meetings. Their sensitivity, unfortunately, often leads Board chairs to design agendas that are short and easy to get through. The standing committees present their reports and attain the necessary Board approvals, and all are sent home. There is an aura of efficiency about such meetings, but no real sense of satisfaction. At the other extreme are those Board chairs who place a high priority on thoroughly exploring two or three items on the agenda, distributing committee reports before the Board convenes.

An ideal Board meeting is one in which every trustee leaves feeling that his or her presence made a difference. That might mean simply that each trustee left the meeting better informed about the institution and its challenges thanks to a thoughtful and stimulating discussion about a critical issue. Or it might mean that each trustee was able to provide productive input on a substantive decision that had not already been decided in committee. One way to help accomplish this goal is to distribute written standing committee reports, governance information, and any recommendations well in advance of each Board meeting. Include with these advance packets a brief cover letter from the Board chair outlining his or her goals for the meeting, as well as a brief discussion of any issues that trustees should think about in advance. Spend time at the meeting on routine committee presentations only if unresolved issues warrant the full Board’s attention. Ensuring that each meeting provides trustees with the opportunity to fulfill his or her stewardship role is the job of Board leadership.

Step 3: Pay Close Attention to Trustee Selection

Nothing can derail the best efforts of a Board more quickly than “difficult” trustees. Often intensely loyal to the institution, usually well intentioned, and frequently extraordinarily generous, difficult trustees nevertheless can do damage to Boards and schools. Frequently, the problem is a personal agenda pursued with great vigor or an unwillingness to support Board decisions or priorities that conflict with strongly held opinions. Sometimes, it is simply a personality clash between the trustee and the Head or Board Chair. Whatever the source of the tension, negative and relentlessly critical trustees fray relationships among Board members, with destructive effects on Board unity. In an ideal world, these trustees could privately and gently be made to see the error of their ways. In reality, Boards usually make the best of a bad situation, tolerating the behavior until the offending trustee quits in a huff or rotates off the Board.
The best defense against destructive behavior is a good offense—weeding out potentially problematic trustees before they are appointed. While some independent schools have the luxury of choice in selecting new members, many schools fill their Board ranks from a limited number of candidates who are willing to serve. Boards that continually find themselves electing trustees with marginal qualifications need to examine both the size of the Board and the processes in place for recruiting and evaluating new trustees.

Boards that adopt the model of creating ad hoc committees with both trustee and non-trustee members will be in a better position to identify “rising stars,” assign them increasing levels of responsibility, and observe their behavior carefully for signs of potential problems. Nominating committees could also do a more thorough job of profiling the Board’s needs—looking at people skills as well as professional expertise. Selecting trustees should be a process of mutual exploration, and a candidate whose motivation to serve appears to stem more from a desire to “fix” some perceived problem at the school is a risky bet. In addition, the Head of School should be an active participant in the trustee selection process and his or her concerns and perspectives about the suitability of candidates for the challenges of trusteeship should be considered.

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