Transforming governance through independent boards

University governance is very much in transition, if not transformation, in countries as diverse as Kazakhstan, Malaysia and India. National governments such as these are pursuing goals of increased academic autonomy for at least some institutions by delegating greater decision-making power to boards of trustees.

The results are more consequential independent or ‘lay’ boards that span the new distance between ministries and universities. This is an ambitious step because creating boards that work well consistently is difficult and can be problematic even in nations where shared governance is well established, such as the United States and United Kingdom.

The difficulty was illustrated recently by three questions asked by a rector of one of Kazakhstan’s national universities in the process of creating an independent board. She asked: “How do you get board members to think in terms of governance, and not ownership?” “How can boards make effective decisions when they do not understand higher education or this university very well?” and “How much time should boards dedicate to governing?”

Establishing effective governing boards is the foundation for the transformation to increased autonomy as the government relinquishes its direct role in favour of steering from a distance.

Questions like these from university leaders and new board members underscore the challenges, including the need to help board members learn and operationalise their roles, install appropriate mechanisms and structures for governing, and develop capacities as a collective to govern well.

The challenges facing new boards

While all university governing boards face complexities and difficulties, there are challenges particular to environments where trusteeship and independent board governance are emerging practices. Three stand out – the lack of precedent to guide board behaviour; nascent governing structures; and an evolving culture of shared decision-making.

When there are few precedents, newly created governing boards find themselves trying to govern without a clear road map. In established governing contexts, much of what happens in the boardroom is linked to past practices and experiences. There are few times in which these board members or administrators have to ask, “now what do we do?”

New boards lack a history of relevant practices and processes that contribute to decision-making. Instead, boards are trying to govern while simultaneously building governance capacities and often doing so without clear guidance as to what they should be doing or how they should be doing their work. For example, new boards often do not know how frequently or for how long they should meet.

Some boards in Kazakhstan, for instance, report that they meet twice a year for less than two hours each time. This is not much time to govern, with the complexity of today’s universities.

In the US by comparison, boards of public universities meet eight or nine times a year for a day to two days, depending on when committee meetings are scheduled. Boards of private universities, which tend to be larger, meet three to four times a year for approximately two days each time, again coupled with committee meetings.

In addition to a lack of precedent, new boards do not have many of the necessary structures in place. For example, they may not have a committee structure that helps to delegate work and allows boards to deal more efficiently with complex issues.

Committees allow trustees with expertise, for instance in finance or investments, to address those topics and make recommendations to the full board for approval.

New boards do not have adequate orientation processes to help trustees learn about the university and the higher education context. Instead, new trustees report frustration attending their first meeting without the knowledge to contribute effectively. Furthermore, an emerging board may not have evaluation mechanisms to provide feedback on its collective and individual performance.

Finally, communication structures are lacking. Universities new to independent governance do not have processes to easily and quickly pull together the materials and data boards need to govern. Thus, staff spend a significant amount of time preparing for board meetings, which takes them away from other university priorities.

Nascent boards don’t have ways to easily and efficiently communicate that information to board members or provide new data when requested. New boards are still putting these and other structures in place and refining them or adopting what they think are best practices from elsewhere (including the corporate sector) that may not fit their local needs.

Board culture

New boards need to develop appropriate norms and expectations for governing, something that can be called board culture. Boards are groups, shaped and guided by social norms and expectations. Effective boards have group standards related to trust, candour, collegiality and confidentiality.

Ineffective boards are guided by other principles, articulated or not. For example, some boards are stricken by over-congeniality, wanting to be polite and not challenge one another or management. There is a ‘no challenge’ rule, typically unspoken.

Other boards are hamstrung by too much deference, yielding to the highest-ranking members or largest donors rather than individuals who can help the board the most in its decision-making. Neither are constructive.

High-performing boards create cultures in which the group prizes critical thinking, the questioning of assumptions and posing of powerful questions aimed at advancing the university.

One rector shared a story of a local high-ranking government official who served on the board. That individual repeatedly showed up late for meetings, took over as de facto chair, pushed his own agenda and then left early.

The difficulty for new boards is that they are trying to establish cultures while in the process of learning to govern. This takes trial and error and the miscues can be frustrating.

Addressing shortcomings

The shortcomings of new boards are not solely the responsibility of board members; management also contributes. Many presidents or rectors do not know how to work with the board or what to expect from them. This is true in both developed and emerging governance contexts.

For example, the agenda of one new board typically consists of student presentations, faculty presentations, lunch and the rector’s presentation, which gives the board little opportunity to engage meaningfully in the work of governance. Board members, who are likely to be accomplished and influential individuals, have expressed little patience for such approaches. The result is that they either over-insert themselves into management because they are driven to contribute somehow or become disengaged.

Furthermore, administrators frequently do not have the confidence that their boards will contribute meaningfully. Too often, and sadly, they are correct if the trustee selection process is weak or if board appointments are the result of political patronage as compared to selecting individuals who have a relevant knowledge base, an explicit commitment to the wellbeing of the university and the time to dedicate.

Boards and management must collaborate to lay the foundation for effective governance.

Moving forward

New boards and the administrators with whom they work would be well served to pursue the following strategies to help address the three questions above posed by the Kazakhstani rector.

First, help new board members understand that governance is neither management nor ownership. While management is responsible for day-to-day operations and the means to reach agreed-upon institutional goals, and ownership brings with it a high level of direction and intervention, governance is neither.

University boards focus on high-level objectives, and ensuring that management meets those objectives without prescribing the steps or approaches is vital.

They sign off on major decisions and understand what constitutes such decisions (some examples include purchases over a certain amount of money; the creation or termination of academic degree programmes; organisational restructuring; quality audits; university budget and financial audits; presidential evaluation; and the adoption of new policies).

Additionally, board members should understand that they work collectively to advance the interests of society at large and not their own personal objectives. To help boards understand these differences: construct focused orientation programmes; help the board develop the capacity to ask itself if it is governing or managing and create the capacity to monitor itself; debrief decisions; and engage the board in a period of discussions about these three different mindsets and how they differ.

Second, ensure boards are knowledgeable. Helping new board members from industry, non-profit organisations, religious organisations or government understand higher education and the university they govern is necessary. Invest in well-developed orientation programmes as well as ongoing board development and education.

It is essential to continually and consistently provide boards with the necessary information and data to do their job. For example, create board-level dashboards of key university indicators (financial, enrolment, research productivity, etc) as well as comparative benchmarks against peer or aspirant universities if data is available (such as from the ministry).

Help board members understand that although they have some relevant expertise, knowledge and experience, they are new to higher education, and that as the sector continues to change, they must work to keep up to date.

Finally, help the board develop a culture of questions and inquiry, not directives. Set expectations that individuals are prepared for each meeting and encourage curiosity at those meetings.

Third, use board members’ time effectively by developing appropriate agendas. There should be clear outcomes for each item on the agenda (for information and board education; for discussion; and for decision). Provide materials ahead of time and include ‘questions to consider’ along with those materials to help board members focus.

Ensure the chair can effectively run the meetings, keep the discussion relevant and focused, summarise key points and ensure widespread participation among all trustees who have something to contribute.

Finally, it is important to set a clear and regular schedule for board and committee meetings. Too often new boards meet episodically rather than regularly. Meetings planned well ahead of time (often a year or two in advance) allow board members to manage their own schedules to ensure participation as well as preparation.

University autonomy is the board priority

Finally, for those countries where establishing lay boards is part of a larger effort focused on university autonomy, place this transition at the forefront of board work.

As Kazakhstan demonstrates, the move towards increased autonomy can be monumental and historic. Autonomy directly addresses those issues for which the board is responsible – issues related to the long-term university well-being, financial sustainability, the core functions of teaching and research, and facilities and infrastructure.

These are all elements that governing boards oversee, partner with management to problem-solve and connect to university strategy, the three pillars of governance work.

Dr Peter D Eckel is senior fellow and director of leadership programmes at Penn AHEAD in the Graduate School of Education at the University of Pennsylvania, USA. He co-directs the Penn Project on University Governance and is part of a team working on university reform supported by Nazarbayev University in Kazakhstan. He and Cathy Trower recently released Practical Wisdom: Thinking differently about college and university governance (Stylus Publishing).