In executing their board role, many trustees desire to be high-performing and to have a highly-effective CEO, yet few have taken the time to clearly define what that means. Those who have, along with the leadership literature on effective boards, suggest that high-performing boards:
- Focus on the big picture and the future;
- Maintain an external focus;
- Create and maintain the vision, values, and mission of the organization;
- Organize around outcomes and results (the what) not the means (the how);
- Delegate powerfully and unequivocally to the CEO;
- Demand clarity of roles between the board and CEO;
- Require accountability and monitoring;
- Deliberate in many voices, yet speak with one voice once a decision has been made;
- Abide by a shared code of behavior and ethics;
- Are available for consultation with the CEO;
- Publicly support the CEO;
- Identify what information is needed to govern;
- Use everyone’s time effectively;
- Have a clear understanding of the CEO’s contact and compensation.
In carrying out their statutory, fiduciary, and coordinating roles, they provide leadership, oversight, direction, challenge, support, and protection to the CEO and the institution.
Similarly, high-functioning boards and CEOs have taken the time to clearly articulate what is essential for a high-performing CEO.
High performing CEOs:
- Respect the board and its role;
- Manage the college;
- Engage the board in policy-level discussions;
- Make recommendations that include analysis and options;
- Publicly support the board;
- Adhere to board policy;
- Facilitate trustee involvement in the community and college;
- Do not ask the board to make decisions without advance preparation;
- Provide all board members with the same information;
- Treat all trustees equally;
- Respect the time of the board members;
- Stay out of board politics;
- Keep the board informed of the financial condition of college;
- Provide advance notice of adverse situations;
- Provide each board member a copy of the CEO’s contract and current compensation terms on a regular basis.
Respecting and Balancing Board Expertise
It is critical that the CEO respects the expertise trustees bring to the table. The CEO should find ways to utilize these strengths in appropriate ways. However, if board members do not understand their role, it can cause serious problems for the CEO. Examples of this include former faculty or administrators serving on the board, college educators or administrators who work for another institution serving on the board, or lawyers who serve on boards. These trustees sometimes put their “community” representative role secondary to the influence of their professional experiences while serving on the board. For example, educators may second-guess the CEO based on the limited experience the CEO has within their classroom. At times, lawyers on a board may be tempted to second-guess the college’s legal advice.
These professional perspectives, of course, add to the capacity of the board; at the same time, they are not meant to substitute for the professional judgment of the CEO and administration. These are among the sorts of complications that make practicing sound fiduciary responsibilities more challenging than embracing them in principle. Here, the fiduciary duties of loyalty and obedience must be exercised consciously and conscientiously by board members tempted to represent personal interests rather than the board’s governance charge. Trustees in these positions should refer back to Chapter 2 and conduct a personal inventory against each fiduciary duty to ensure they are practicing sound governance.
In addition to the fundamental fiduciary duties, it is useful for board members to review the characteristics of highly effective boards before questioning either the board’s or the CEO’s direction. Highly effective board members should constantly check their operations against the following set of principles and challenge each other to operate within them:
- Create a culture of inclusion and partnership.
- Uphold basic fiduciary principles.
- Operate from a policy and strategy level, not a tactical level.
- Cultivate a healthy relationship with the CEO.
- Select an effective board chair.
- Establish committees with appropriate decision-making authority.
- Focus strategically on the future.
- Focus on accountability and appropriate oversight.
- Become the eyes and ears of the college in the external community.
- Assure that the college meets the needs of the community it serves.
In the event this is not happening, it provides the opportunity for candid conversations among board members or between the chair and individual members to clarify roles and responsibilities. A trustee who reviews this list before challenging the CEO may find, for example, that the trustee is thinking tactically (how to implement) rather than strategically (why something about be done). Or the trustee may realize that they are overlooking that maintaining a healthy relationship with the CEO is not only a positive aspect of being a trustee, but actually a primary position responsibility. Similarly, the CEO must understand and accept these principles and support the board in abiding by them.
Another component of high-performing organizations is to understand the system of governance. Most boards use some version of Policy Governance®, also known as the Carver Model. Few colleges use the pure framework as described in Boards That Make a Difference: A New Design for Leadership in Nonprofit and Public Organizations, by John Carver (1990). (See Chapter 3 for more information about Policy Governance® and other governance models.) Rather, over time many colleges have adopted what might be seen as a modified Policy Governance® model, loosely using the Carver model but adapting it to meet the needs of the institution. In most colleges, boards do understand that their method of directing and limiting the CEO is through policy making, participation in strategic planning, and then monitoring for effectiveness. Trustees can then delegate clearly and powerfully to their one employee, the CEO, avoid micromanagement, and resist the temptation to prescribe how staff do their jobs. Within this context, CEOs can move the board’s agenda forward. To the extent that the system of governance is not clear to all, there is potential for board members and the CEO to be acting at cross-purposes, which can lead to unnecessary frustration and tension.
Pursuing Shared Purpose and Priorities
Successful partnerships share a common purpose and priorities. In addition to policy setting, the board is a critical partner with the CEO in strategic planning and priority setting. It is essential that the board and the CEO have a shared vision of where the college is going and the specific goals and priorities that will allow them to get there. The vision and direction are formulated through open dialogue that engages all stakeholders. In particular, the CEO should include the board in periodically reviewing the vision, mission, and values of the college. These provide the framework for whatever plans are produced and, as representatives of the citizens, trustees have an important role in assuring the college reflects and responds to the community.
From there, the CEO should partner with the board to develop and approve a strategic plan and priorities for the college. Together, they can agree on the process by which the plan will be produced, including community involvement, and review the work brought forward by college staff. Effective plans emerge from having sound information about key issues affecting the college. The CEO helps the board know what they need to know by providing clear and meaningful information that is focused on the critical issues facing the college. In turn, trustees are constantly alert to changing community needs and share what they learn with each other and the CEO. Meaningful give and take about the direction of the college provides trustees the opportunity to make valuable contributions to developing policy and plans. Such conversations enable the CEO to show respect for the role and expertise of the board and capitalize on the strength of the board as community stewards. To the extent that boards and CEOs have the same information and engage in open dialogue, a shared vision and strategic priorities can be established for the college.
It is helpful if there are touch points along the way so that the board can understand how the plans are shaping up and bring perspectives to influence the direction of the plan. This builds ownership of the final product and shared understanding of what will be done. See Chapter 7 for more information on the board’s role in planning and monitoring.
Both policies and planning define the playing field for the CEO. At their best, they provide clear expectations of the roles, priorities, and standards of performance for the CEO and board. The process of developing priorities acknowledges and respects the different roles of the board and the CEO and demonstrates the critical nature of this partnership. From the strategic plan should come an agreed-upon annual plan of work for the CEO with clear outcomes and metrics that are approved in a public meeting. This signals to the college and the community what is expected and gives the CEO a platform to stand on when challenged about implementing new initiatives.
The board-CEO team performs best when their roles are clear and members strive to fulfill their respective responsibilities. The same principle is true in employer-employee relationships: Employees perform best when they know what is expected of them and have helped craft the expectations.
As employers, boards define the expectations for the CEO in written policy, the job description, and annual goals. Stating expectations “up front” fosters successful, dynamic leadership—their CEOs do not have to “read trustees’ minds” or fear sudden shifts in board direction. Clear, public expectations provide CEOs with a framework for action and assure them that their actions will have board support. In addition, CEOs who state what they need from their boards help trustees perform their role and responsibilities. CEOs expect their trustees to provide guidance, support, dialogue, information, and feedback.
Stating expectations “up front” can be challenging. It is not easy to articulate a clear set of expectations and adhere to them. It is often simpler to react and respond to events. It takes discipline and courage to sit together as a group to think through values, contribute ideas, see issues from different perspectives, and come up with direction and guidelines. Nonetheless, it is critical that the board and CEO develop a short list of annual priorities that constitute the CEO’s work plan. Making the effort to live by clear expectations and clarify key priorities is another way to help the CEO, board members, and the institution flourish.
Making the Partnership Work
Though the board has the authority to hire and fire the CEO and is, as a whole, the CEO’s boss, the relationship can only work if it is viewed by all concerned as a true partnership. Both the board and the CEO are inextricably linked, albeit with different roles and responsibilities, in pursuing the vision, mission, and values of the institution. They are interdependent; each party’s success depends on the other. A successful board-CEO partnership depends on exceptional communication, trust, teamwork, and a commitment to nurturing and sustaining the relationship. This partnership is built on a foundation of shared vision; goals and priorities; and mutual respect. It is strengthened by ongoing dialogue and consultation; the ability to explore issues to achieve mutual understanding; and clear expectations of roles and performance expectations.
Because this unique relationship is multifaceted and complex—a combination of hierarchy and partnership—both the board and CEO need to be agile; vulnerable; open to dialogue and multiple perspectives; and willing to renegotiate the partnership when necessary. Each member needs to be fully committed to the other’s success.
Boards are responsible for creating an environment in which the CEO has the power to lead the college. Boards empower CEOs to be outstanding leaders and knowledgeable administrators. Trustees must publicly delegate authority to the CEO to lead and manage, as well as ensure the CEO has the resources necessary to achieve the priorities of the college. The CEO’s responsibility mirrors that of the board: to foster the success of the board. CEOs empower their boards by creating an environment in which the board can successfully govern the college and by facilitating sound governance processes. Successful CEOs honor the board’s governing role, prepare reports that enable the board to monitor institutional performance, and ensure trustees have the resources they need to do their job.
Problems arise when CEOs withdraw from working with their boards—withholding information, avoiding bad news, or neglecting individual board members. Trustees contribute to problems when they make end runs around the CEO, surprise the CEO at board meetings, and criticize the administration in public. Those practices reflect badly on the trustees and the CEO, and, most importantly, hurt the college in the community. The board and the CEO together must take great care to foster stability and mutual trust; if they fail to do so, the community, the institution, and its students can become casualties of their relationship.
Both the board and the CEO must create a culture of trust that engenders honesty and acknowledges failure when it happens. When the CEO and board show mutual support and respect, the institution and community benefit. The CEO and trustees send a message that they value the institution and its goals above all else. By their behavior, they establish a standard for respectful behavior for community members and college employees.
To the extent the board sees itself as a mediator or arbiter of issues that may be under discussion within the college, as opposed to a partner with the CEO, deeply challenging problems can ensue. The CEO is the agent of the board—they are on the same side! The board does its work within the college community through the CEO. In turn, the CEO is acting on the shared, agreed-upon priorities of the board. If there is any division between the board and the CEO, it creates opportunities for bad acting and lack of clarity for the college community. The board and the CEO must present a united front. This does not mean that there cannot be public disagreements. It means that they need to be fully discussed and respectfully settled one way or another. Managing the multiple perspectives that exist around a board table is essential, but ultimately the board must vote and everyone, including the CEO, must then speak with one voice.
Communication and Mutual Support Systems: Rules of Engagement
Constant, open communication is an expression of respect and mutual support. One of the first things a board and CEO should decide together is a set of protocols that will guide their communication and support systems with each other. This does not need to be very complex. Depending on the culture, some colleges can function well with very informal understandings of how communication should take place; others need comprehensive policies and protocols. At a minimum, boards and CEOs should have a discussion about the rules of engagement. When things are going well, it may not seem as important. Inevitably, though, a situation will arise that would have benefited from proactive, earlier discussion about how to handle such situations.
Most boards and CEOs have a “no surprises” rule. This rule is one of the most-often-mentioned keys to good board-CEO relationships. When possible, board members should hear about major problems, activities, and issues from the CEO before they hear about them from others, read about them in the press or on social media, or are asked to comment on them in public. Boards should not be asked to make major decisions with little or no advance preparation. At the same time, public statements by trustees should not surprise CEOs—trustees should alert CEOs and board chairs about their concerns prior to going public with them. Trustees also advance the process by letting the CEO know what information they want to have available at board meetings.
For example, if a board member has a question about an issue that is on an upcoming board agenda, it is good practice to alert the CEO so that answers can be provided. This does not mean the board member cannot ask the question at the meeting if they believe that it is in the public interest to surface the issue; however, it is never good practice to surprise the CEO. The symbolic impact of potentially embarrassing the CEO in public does not reflect a solid partnership. “No surprises” works both ways, and if the board and the CEO have discussed the implications of this rule of engagement in advance, it is less likely to adversely impact the partnership.
Equal Communication and Treatment
All members of the board should have the same information and be treated equally. CEOs generally make it a practice to provide information requested by one trustee to everyone on the board. They also avoid even the appearance of playing favorites or of aligning themselves with certain members or a faction on the board. The CEO and board chair may communicate more often, particularly when it comes to developing the agenda for the board meetings; however, the chair should not routinely be privy to communications that are not also open to the rest of the board. Trustees also make it a practice to share information and questions with other board members and the CEO. They do not foster cliques among members of the board or put the CEO in a position where they are asked to keep information from other board members.
Boards and CEOs might consider how they assure that communication is open, appropriate, and even-handed and how they will explore issues to achieve mutual understanding. Conversations should take place to clarify what the board needs in terms of information to govern effectively. CEOs might think about how to provide comprehensive, relevant, timely information as boards expect that the CEO will keep them well-informed about critical issues and college activities. Many CEOs do so by providing the board with regular updates, such as a weekly e-mail that highlights college activities, alerts the board to relevant external trends and issues, and lets the board know what the CEO is doing. CEOs routinely touch base with board members prior to meetings to ensure that trustees have the information they need regarding board agenda items and to share the good, the bad, and the ugly of college life. In turn, trustees keep the CEO informed about their contacts in the community, discussions with legislators and other policymakers, calls from citizens or college staff, and any visits to the college. They regularly let the CEO know about their work on behalf of the college and rely on the CEO’s assistance.
Treating the CEO, board chair, or trustees equally does not necessarily mean that they treat each person the same. Different people have different communication styles and learning needs, and to the extent practical, CEOs and trustees should honor those differences. Some like to meet in person, some are content with phone conversations, while others prefer to communicate via e-mail or receive hard copies of information. Some trustees, particularly new ones, benefit from in-depth person-to-person discussions of board agenda items. Others are comfortable with background materials. Some trustees like to have frequent access to the CEO, while others are satisfied to hear from the CEO only when there are major issues and to meet with them only occasionally. Clarifying each person’s preferred style early in the relationship makes everyone’s job easier in the long run. The importance of spending time together, whether at monthly meetings, conferences, legislative, or college events, cannot be understated. It builds the relationship and strengthens the partnership.
There are many demands on the time and attention of both CEOs and trustees. Trustees help the CEO be effective by not making unnecessary demands. Boards understand that they have hired the CEO to lead the college, and caring boards ensure that the majority of the CEO’s time is devoted to the institution and the community, not to individual trustee needs. CEOs honor trustees and their busy schedules when they provide information in a timely manner and avoid asking trustees to make decisions without adequate time to consider the relevant issues. Ultimately, the CEO must understand that “managing up” is an important part of the job and should never underestimate the value and importance of investing time with trustees.
Common Examples of Board-CEO Friction
Many conflicts between boards or individual trustees and CEO result from a misunderstanding of roles or, sometimes, a knowing violation of trustees’ specific role and its limitations. Boards must understand that their only employee is the CEO, and it is the CEO who is responsible for managing the college workforce. There are many examples of situations that lend themselves to policy making to clarify how things should be handled.
It is common for college stakeholders to want to share information and experiences with board members. Sometimes this is done simply to inform the board. Other times, a stakeholder may petition the board with the hope that the board will intervene or overrule the CEO. All board members should be wary that various entities may attempt to empower themselves through access to one or more trustees—and that this should not be possible, by design, as long as trustees understand, respect, and adhere to their roles, responsibilities, and limitations.
First, board members must understand that individual board members have no authority. Their authority resides in the board as a whole. Second, if board members agree to meet or talk to an internal college stakeholder, they should extend the courtesy of informing the CEO. Third, trustees must clarify that as individuals they are not in a position to solve a problem and instead encourage the stakeholder to reach out to the CEO directly (after exhausting the official channels). There is some risk that either the CEO or the board member may interpret the “passing along of an issue” as a directive. Board members need to be clear that they are only passing on information, not issuing a directive for action by the CEO, which can only be achieved by a vote of the entire board. These are moments when boards can underscore the partnership relationship with the CEO and the limitations of their role.
Individual board members do occasionally try to intervene in internal matters, either with or without the CEO’s knowledge. Trustees must remember their role and stick to it. It is challenging for the CEO to manage this behavior. This is a place where the board chair and other board members must play a role in managing their colleagues’ behavior. Again, it is helpful if boards have planned ahead and developed appropriate policies for these situations.
Finally, boards should have protocols for requesting information and reports. Most CEOs are inclined to freely share information with trustees. However, if one board member requests a potentially exhaustive report that takes an inordinate amount of staff time, it could take staff away from working on agreed-upon priorities. Policies can be developed that allow the CEO to request that the issue comes before the entire board so that the board as a whole can decide the need for the information. If a majority of the board decides it is relevant, then the CEO is in a position to explain the consequences to the annual priorities of this additional task. This type of action underscores the principle that the authority of the board resides in the whole, not the individual, and demonstrates the importance of agreeing upon policy or principles in advance of issues arising.
Also included in the book:
- Distinguishing board and CEO roles and responsibilities
- The board’s role as employer, including hiring, supporting, and evaluating the CEO