Resource Library

Governance

By: John Buxton

As a member of a regional accrediting organization I have had the privilege of leading accreditation teams as part of the seven year evaluation and accreditation process. Since I was a head of school, I was usually assigned the task of writing the reports on School Culture, Mission and Philosophy, and Governance. I was reviewing a few of the Governance reports I had written in preparation for writing this chapter, and I took from those pages three special commendations that every school would be pleased to receive in their reports. This seems the perfect place to begin our discussion.

They read as follows: We commend the School for its:

Knowledge of and commitment to Mission and philosophy;
“One employee” (the Head of School) approach to governing but not managing the operations of the School;
Support of the Strategic Initiative in Technology
Decision to author and embrace the School’s Diversity Plan.
After reading what follows, you should have a better idea than you do now why these Commendations reflect best practices in Governance and what we would hope for when the accreditation process comes to our schools.

The concept of good governance seems so clear to those about to practice it and to those who merely write about it. On the contrary, it actually can be the most difficult and most challenging aspect of the organization’s management cycle. Governance seems almost self-explanatory: it refers to the policies and practices and the philosophy of caring for and supporting an organization or activity. Governance describes the roles and responsibilities those endowed with the duty of care for the entity have as caretakers or stewards.

In today’s world, one only needs to Google the word to get hundreds of tips and reminders, TED Talks, and “Top Tens” about the practices of good governance-in both corporate and non-profit settings. Terms like Mission, Trusteeship, Fiduciary, and Legality create the roadmap for the principles of good Governance. But as Oscar Wilde reminded us, “A pure and simple Truth…is rarely pure…and never simple.” Governance may be the most important and most nuanced aspect of the leadership and management of a complex organization-like our Academies and Schools.

So let’s start at the beginning. If the ideal model for education is a professor and a student each sitting on one end of the same log, engaging in rational discourse; then the ideal governance model is two or more minds with different perspectives sharing one thought…over and over again– the only exception being when they agree to reconsider the other person’s perspective if and when they disagree.

I once worked for (not with, but for) a head of school who demanded from his leadership team and all faculty what he called “critical loyalty.” His concept of critical loyalty was simple in concept but deeply flawed in reality. He wanted, actually, he demanded, that those working for him swear their loyalty to him and his modus operandi, but that they do so in the context of honest assessment; whether that assessment was supportive or critical. He advertised an openness of mind and assured us he was eager to have rigorous but respectful debate.

What he actually wanted was uncritical loyalty, blind loyalty; and he was clear that our loyalty was not to an ideal or to an institution; rather he demanded uncritical loyalty to him, regardless of the absence of ethics or thoughtfulness in his actions. He and I did not work together long.

Now, I believe the concept of critical loyalty is foundational to good governance, but I cannot countenance blind or unwarranted loyalty. Any text on the principles of good governance will put some focus on the duty of loyalty as one of the pillars upon which good governance is built. This duty requires responsible fiduciaries to make decisions for the organization they serve that are in the best interest of the institution, and never to make decisions that serve only their needs.

The duty of loyalty partners with two other well-known duties: the duty of care and the duty of obedience-these three make up the triumvirate of governance responsibilities. The duty of care relates to “the prudent use of the organization’s assets to advance its sustainability and effectiveness”; and the duty of obedience speaks to a Trustee’s “duty to obey the applicable laws that govern non-profits.”

Furthermore, the essence of the concept of trusteeship is based on the concepts of trust and care for the institution. Historically, trustees were chosen to serve as the responsible stewards of an organization, as the experienced elders who would provide their time, their talents, and ,yes, even their treasure to ensure that the mission of the School would be carried out and that the School would succeed and endure. This relationship was built with the primary understanding that the essence of responsible trusteeship was based on their critical loyalty to the School, not the School’s uncritical loyal to them.

These trustees visited the School periodically to take the temperature of the campus, to discuss any financial or physical needs it might have, and to ensure that the School’s Mission was being lived out in the practices and policies of the School. The trustees were in reality the support team for the faculty and its Head/President, as well as the objective evaluators of the success of the School. They were, more importantly, the loyalists who could provide true critical loyalty to the institution. They were the cornerstone to the concept we know as governance today.

In the 21st Century, Governance has become synonymous with effective management and leadership models in for-profit and non-profit organizations. Governance is based on a set of standards that if met should ensure the success of the organization. The model begins with the Board of Trustees (or Directors) and their roles and responsibilities.

Their job, expressed succinctly, is to articulate clearly and then act as guardian of the Mission and Strategic Vision of the School. They must preside over an organization that is lawfully created according to the laws of the State in which it is domiciled and that operates under the guidelines of the not-for-profit tax laws which provide it protection. They have, therefore, a far greater role than simply being passionate about the School’s vision and purpose; they also have formal, shared responsibility for the well-being and legal operation of the enterprise.

Their second duty of care and responsibility is to elect as director and leader of the operations of the School, and as their proxy as guardian of the Mission, a chief executive officer or Head/President of the School. This seemingly straightforward task may be the most daunting of all when it comes to the Trustees’ duties of loyalty and care. Consider for a moment the challenge faced by any family unit at the prospect of having a step parent enter the home. Handing over responsibility for something you have created and are responsible for is never easy. Trusting that new person to do the right thing in his or her own way, without constant correction, interference, or over-bearing guidance is truly a challenge. That is why so many pundits on the subject agree with one Johan Myburgh who opined that “corporate governance is not a matter of right and wrong…it is more nuanced than that.”

People in the school business are fond of saying that the primary responsibilities of the Board are “to hire and fire the Head/President.” This all too common view of the role may be the reason so many headships are cut short and why so many consultants make their living doing consulting for organizations with Governance issues. The mantra should not be to “hire and fire.” Rather the role of the Board is to search responsibly for the best person, to create a process for the thorough vetting of that person, then to hire, to train, to support, to partner with, to evaluate annually, and then to retire that person in a manner that will ensure a smooth transition for the next school leader. The Board at its best works in partnership with the Head/President and his or her team to ensure that the Mission is lived daily in the School and the culture there supports its sustainability. Remember that the Head/President works for the Board whose spokesperson is the Chair. No one Board member, including the Chair, has the legal right to terminate the Head/President. This is written into most by-laws, and the guidance is that the firing of a Head/President must be done by a vote of the Board.

In doing my research for the task of summarizing what is a complex topic, I came across a presentation by a management consultant for non-profits-Chris Grudner-who believes that we have set the bar far too low when talking about best practices in non-profit governance. His model is portrayed by a pyramid in which “passion for the organization and its mission” is the base rather than the apex of the pyramid. This criterion for board membership represents the most basic and minimum requirement, not the most crucial. It is a given, along with the classic warning: “Don’t check your brains at the door.” He explains that having a passion for the mission, showing up for meetings, and contributing financially to the institution or organization belonged at the base of the pyramid because while they were foundational to having good governance, they were only the beginning of the commitment.

His second level of commitment focused on meeting the legal and professional standards of Board Governance. To be a good trustee and to have a good governance model meant more than be eager to help. Best practices demanded that one conduct one’s business as a Trustee in a way that takes into consideration the legal and fiduciary responsibilities of good governance. These include knowing and conducting one’s business according to the by-laws of the organization. It meant ensuring that the trustees had proper orientation and training and understood their roles and responsibilities-the do’s and do not’s of Trusteeship. It includes responsible term limits for all Trustees to encourage a diversity of opinions in the service of the School. Best governance practices also require formal evaluations for the Board as a whole and for the individual members of the Board. Finally, the current standard for responsible leadership and governance models includes a formal, written evaluation of the work of the Head/President that is prepared annually and reflects performance against agreed upon goals and outcomes.

The apex of the pyramid in Grudner’s model is the commitment to having “form follow function.” If Trustees are indeed responsible for the big pictures of Mission and Strategic Planning and not involved in daily operational issues like staffing and educational or disciplinary issues, they need to be well-informed about matters that do concern them and focused in their agendas and Board priorities on the strategy of the School and its Mission. After all they are the fiduciaries, and they are expected to provide oversight for asset management and use, facilities, finance and investment decisions, and major strategic decisions that will guide the School into the future. Heads/Presidents, in partnership with the Board Chair, must always ensure that the approach you take and the questions you ask reinforce the philosophy of governance you seek to model. In addition to these matters, you must keep in front of them always the matter of succession planning, both for Board members and for the leadership of the School.

Boards from the very beginning have been asked to provide three things: foresight, oversight, and insight. They represent the elder statesmen and women who should be able to look at the School objectively and put their focus on the Mission and the value proposition, and then help set in motion the strategic plan that the School and its administrators will put into operation. The Trustees’ focus and the principles of good Governance should be long-range and strategic and never operational. When acting at their best, they serve as the stewards who are described in the important study from the Schools of Integrity Project, in the following way. Trustees must be the best examples of the following leadership traits:

The Keepers of the Moral Compass
In the background and not on the front line
Those who help develop and embody a culture of Integrity
Those who steward the School’s philosophy and vision
Drivers of an ethical culture
Transparent
Honorable
Sincere and selfless
Pragmatic
Strategic
Loyal
So why is it that there continues to be so much drama surrounding the governance experience? It is possible that the members or some of the members of the Board have not read or do not take seriously their job descriptions. I understand the task of governance can be daunting. Paul J. Friedman put it succinctly when he said, “You do not need to do anything improper to have a conflict of interest, it is strictly situational.”

All this said, a primer may be helpful, and Richard Chait is a great place to start. Boards have three primary functions according to Chait, one of the authors of the seminal text, Governance as Leadership: Reframing the Work of Non-Profit Boards. Chait believes that modern governance models have three pillars, and when a Board is high-functioning, it is engaging in all three modes of thinking and acting. It must act as a Fiduciary and attend to the legal and organizational responsibilities of the institution. Second, it must serve as a Strategist and provide strategic thinking on issues relating to the primacy and delivery of the Mission. Most Boards are reasonably successful in serving these two roles for their Schools.

However, Chait has coined a third term for an equally important and possibly more nuanced role for Board members: Generative governing. Chait believes there is an important difference between voting on the strategic decision to build a new building or to stand up a new program and serving as the Trustee who participates fully and responsibly in a generative discussion at an objective and professional level about the key factors, root causes, and ramifications of such decisions. Generative governance may be the most pure form of Trusteeship because it creates the perfect context for the teamwork needed for successful governance. It also completes the model which was first established in the early 20th Century by the Board Chair and the Treasurer of the Board who visited the School regularly to ensure that needs, plans, and resources were in order so when the entire Board met, its members could focus on the long view, generatively.

After 47 years serving as a boarding school teacher and coach as well as an administrator and Head of School, I believe good governance is the by-product of the following:

Commitment by all to a compelling and inspiring mission;
A strong partnership between the Head/President and the Board Chair based on respect and openness;
Clarity about roles and responsibilities for the Head/President, the Board Chair, and the Trustees;
Regular evaluation of the Head/President and the Board; and
Communication, communication, communication
I also believe that there needs to be concrete agreement that when it is clear that “the china is broken,” it is time to make a change-in the assignment of an individual Board member, in the person serving as Chair of the Board, or in the Head/President of the School. And this can only happen if there is open and honest communication about the process of governing the entity.

I want to close with two models that I believe served me well in my tenure as the Head of School. The first is a checklist we used to conduct Board evaluations every third year. We began with the premise that information needed to flow two ways, and that if the leaders or the organization did not have a formal feedback loop for assessment, they were all merely looking at themselves in the mirror…and were rarely surprised or educated.

Our Board evaluations consisted of the following categories/questions:

Size and composition of the Board.
Structure and philosophy of the Board (Governance model).
Diversity of the Board-representative of those we serve and covering necessary areas of expertise.
Effectiveness of Trustee Orientation and training process.
Materials: provided in a timely fashion; informational; sufficient for the task required.
Structure and effectiveness of Board Committees.
Sense of individual responsibility and accountability.
School Mission: Understanding of; commitment to; relevance of.
Trust: Mutual trust and respect among Board members.
Trust in and respect for the Head/President.
Focus on the right priorities. Best practices.
Faculty and student contact.
Overall effectiveness?
Schedule of meetings; number of meetings; and location of meetings.
Spouses’ attendance and level of engagement.
Opportunity for comment on any aspect of your experience as a Board member that you believe will improve the process or strengthen the Board and the School.
My annual evaluations were based on a four part process which I presented to the Compensation Committee of the Board every May. The process required me to review my performance against the specific goals that my leadership staff and I had set the year before and had shared with the Board for their approval. The “Goals Process” included four to six strategic goals for the School with specific action plans and metrics to access outcomes for each. We used a stoplight rating system of GREEN, YELLOW, and RED to communicate the success of the performance and commentary on the importance of the Goal to the School. (Part two was the presentation for consideration and discussion of the new Goals for the coming year.)

The third requirement of the process was my written self-evaluation statement which was based on and accompanied by the results of an evaluation instrument I would choose yearly, i.e. a 360 degree assessment by my leadership team or by the academic heads. I was asked to interpret the results of the survey instrument and provide perspective on the strengths and weakness identified. The final piece was my presenting a written assessment of the performance of every member of the executive staff who reported to me. (Note: Every third year I would prepare bench-marking of the salaries of the leadership team members comparing their compensation to those doing similar work in a group of ten schools with whom we compare ourselves statistically. At that time I would also present the succession plan for each person and each department, in the event that any member of the team were to leave the School.) Another maxim of good governance is “no surprises!”

The benefit of these two exercises was that neither the members of the Board nor I were ever unclear about how we measured what we were doing relative to plan and how we were partnering with them in the governance of the School.

I realize there will be times when members of the Boards of our schools and Academies feel the need to discuss Sabre Manual, hands in pockets, and the matter of how the cadets are wearing the uniform…especially their covers. They may even be drawn into the debate about filling the beds versus building a healthy community that can be sustained over time. These topics can be frustrating for a Head/President who is focused on matters of educational philosophy or academic programming, but if they can be interwoven into a generative discussion that informs all and advances everyone’s understanding of the challenges of staying relevant with a Mission that seems “old school,” you may be providing an important opportunity for all leaders in the School to express themselves on matters of import to them. Remember that everyone comes to the task from a different place and perspectives differ and matter.

That is the reason for finding common ground on the matter of School sustainability and effectiveness. If we simply let well-intentioned, bright people wander around our campuses with no direction and no agreement on their purpose for being there, bad things will happen. It must be one of Murphy’s many laws.

 

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