Governance as Stewardship
Identifying the stumbling blocks to good governance and some ideas about new ways to move the board/head partnership forward
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Hi everyone -
This is a long one as I do a deep-ish dive into what I see as ineffective solutions to governance struggles I’ve been hearing for a long time - so a diagnosis and then some ideas for new ways to look at the problems. Thanks in advance for reading along!
Governance as Stewardship
Whereas the customary work of a nonprofit board is limited to scrutinizing management, the new work requires new rules of engagement and unorthodox ways of fulfilling a board’s responsibilities. The pressures on most nonprofits today are too great for the old model to suffice.
The New Work of the Nonprofit Board, Harvard Business Review by Barbara E Taylor, Richard Chait and Thomas P. Holland, 1996
Do you feel that your board sees its main work as “scrutinizing management”? Many conversations I’ve had over the past six months about governance end up in a resigned and defeated place - words like “broken,” “untenable,” “unsustainable” come up. ICAISA, with the support of the EE Ford Foundation, recently completed a study of governance recommendations from re-accreditation reports across the country and a major finding was a pattern of boards demonstrating a lack of knowledge in basic governance practices.
Even when heads and board chairs work to move the conversation in meetings or committee work to a more strategic level, the board can seem stuck in neutral. At best, this can be a mild speed bump in institutional momentum but at worst, this behavior can manifest in everything from unhelpful distractions to an unplanned head transition.
The above 1996 article is interesting because while the specific recommendations of how a board should operate differently are not quite workable for the average independent school board, the diagnosis of the essential problem has been the same for almost thirty years. Thirty years! And yet governance training goes on, regularly, and all the regional associations host multiday governance conferences. There are many easy to access resources to be had.
What are we doing wrong?
First, let’s recap some of the patterns and trends I’ve heard consistently for years.
Common Complaints about Ineffective Governance
The first category I’ve labeled “structural”
Less time commitment and dedication
There is a disconnect between traditional expectations of board service - the space schools have carved out for the board function in the overall functioning of the school - and the realistic amount of time board members can/will devote to board service. (This is a major issue!)
Ineffective routine governance training
Even if there are existing job descriptions and/or onboarding procedures, these seem to have little impact on what happens in the board room, helping trustees do their jobs. Most board members really don’t understand, in a concrete way, what they are signing up for when they accept a board seat - and I think there is not-unfounded fear that if it was really spelled out for them, most would not take it on - because they don’t have the time, or the level of interest does not equal the amount of time they would need to give to fulfill traditional expectations of governance.
No one wants the board chair job and many board chairs are serving reluctantly
The board chair job is an even larger time commitment to do it well, with most of that time devoted to wrangling cats and redirecting the energy of well intentioned trustees. One new board chair told me, “I can’t wait to be done with this.”
And a side note: In board officer succession planning, there is usually little attention given to the crucial communication skills that are core to successfully leading and managing a board. Or at least it’s not talked about openly, which then brings me to the second category…
The second category is poor communications and/or elephants in the room.
Poor communication is a underlying issue
Often fueled by fear of conflict, this can blossom into a full-blown crisis because of a lack of skill/ability/board structures to resolve conflicts or productively/in a low stakes way surface concerns about the direction of the school or the performance of the head. This is also related to the commitment issue above because it would not surprise me if most board members “just don’t want to get into it” - they want to fulfill their obligation without stirring up trouble, etc. including reigning in fellow board members who may get too involved in the politics of school operations. And the major risk here is that these small concerns can bubble over at moments of crisis (“I suspected this was really a big problem!”) and suddenly the head is handed a cardboard box to clean out her office.
Two community roles? No problem! (Spoiler: it’s hard)
I have not found a board where the group openly discusses the challenges of managing their dual roles in the community - there is the board member/HOS role duality for the HOS and, for the vast majority of board members, there is the parent/board member or alum/board member duality. There are social relationships involved and you can’t neatly interact with the community with only one “hat” on - besides the fact, it’s part of the board’s role to be active community members. Yet people are generally given no training or practice in skills to assist them in what is a core aspect of trusteeship. (If your board is doing this, bravo and reach out to me. I’d love to hear how it works!)
And to the extent the tension involved in these two roles is ever discussed, it’s usually presented in terms of maintaining boundaries - the “lanes” of governance and operations - which in practice are difficult to finesse. And if a board member is struggling with this, he keeps it under wraps or only speaks about it in private with the board chair or other board members.
Philanthropic expectations and unspoken questions of “who’s the boss”between the head and the board are often elephants in the room
Power, authority and money are often a silent presence in the board room and that can present a significant challenge to maintaining healthy group dynamics.
The Traditional Approach to Governance Basics
And now let’s consider “The Chart.” This has been a feature of the NAIS Trustee Handbook for many, many years. The goal (I believe) is to simply define the governance lane and the operations lane. I know some people find this helpful; I find it too broad and vague. It kind of scratches the itch for clarity when you first look at it but when you start to really analyze it, it creates more questions than answers. I’ve purposely not reviewed it in the Handbook context because often, I think The Chart is used as a reference and although many trustees receive the Handbook, I’m not sure how many actually read it. (Faulstich’s Second Rule of Administration - No one reads anything.)
Part of me feels uncomfortably audacious to question this chart, but on the other hand, I’ve been involved in governance for over twenty years with my roles as senior administrator, head, a board member and now a consultant. I can safely assume that if I find it confusing, a new trustee may well find it confusing - or at least so high level as to not really illuminate what trusteeship, in practice, looks like. I think it also assumes a whole lot of contextual knowledge even seasoned trustees may not possess or remember.
Here’s just a few questions:
Why is the word “decides” used rather than use some form of the word “authority”? If the lack of clarity around power and authority is part of the core dysfunction of boards and heads, I don’t think this helps - it feels too small bore and tentative. What part of what does the board “decide”? Does it need to come for a vote for it to be a board “decision”? (This also reinforces my basic theory of independent school’s ambivalence about clarity around authority - more on that another time!)
The word “advise” is doing more heavy lifting here than it should be required to do.
In reality, these lanes are ultimately interdependent and the lines between them shift and change depending on the context.
Let’s take a look at the time allotment in the diagram.
Strategy
The 80/20 of “Strategy” seems to shortchange the head - including for “leadership” since the head and board should be engaged in a thorough and collaborative yearly evaluation process of the HOS’s work. And let’s not forget - the HOS is a full board member. “Ex officio” does not mean “non voting.” And I can’t imagine a strategic planning process where the head is not intimately involved. And if the board changed the mission with 20% of the head’s involvement, does that feel good to you? It feels weird to me. Realistically, I think this is more in the 50/50 category in terms of collaboration - and splitting it down the middle is still not representative of the time investment the HOS will make in strategy.
The middle section - 50/50 shared decision section is confusing. I’m assuming “authorizations” mean financial controls. Enrollment is of course directly related to budget but aren’t the head and the DEM the expert on the market, making informed recommendations to the board? Any board making enrollment decisions in a 50/50 shared way is too much in the weeds. And employment terms - not exactly sure what that encompasses outside of the HOS.
If we’re talking about revenue and related risk management to revenue - the HOS and CFO are developing a budget, discussing with the finance chair and getting hard, helpful pushback on their assumption, bringing the next iteration to the finance committee and again getting good, hard pushback and then presenting a budget to the board for approval that is endorsed by, and in an ideal world, presented by, the finance chair. But the majority of that time and work is done by the staff - more 80 staff/20 board..
And for Section Three - 80 staff/20 board feels like lip service - and opens the door to that tendency to scrutinize management.
How does a board functionally and knowledgeably “advise” on these aspects of operations?
I’m not sure what a new diagram looks like, but this is what I see as a more realistic division of labor:
Top section - Strategy:
50/50 time allotment - a collaboration, including annual HOS eval and annual board eval as to achieving annual goals, with board as ultimate authority
Middle section - Fiduciary:
80 staff/20 board time allotment- with board with ultimate authority after advising, thoroughly reviewing and approving staff recommendations
Bottom section - (not sure what to label this - duty of care?)
10 board/90 staff time allotment - staff and board agree to key data points and metrics so the board can knowledgeably steward mission impact
10 board/90 staff time allotment - staff shapes a discrete number of dilemmas or key questions for the board to advise related to long term challenges to mission impact and threats to mission relevance, guided by a strategic plan approved by the board
Please note - there is no mention of philanthropy, crisis communications or risk management in The Chart.
The Language of Governance: Abstractions are not helping the situation
The common language of governance training, which is largely from Governance as Leadership, the seminal text by Taylor, Chait and Holland from 2004, is full of abstractions that can make sense during a training or a session on Governance Day but are hard to keep straight for a trustee rushing in to do their allocated number of hours of service per month.
Even the word “governance” is pretty abstract in practice. Then there is the ubiquitous governance term “generative.” I found one presentation online where it took 14 slides to explain that one term. Part of the problem is that it’s not really about “generating” in how one might commonly think about it - it has a very specific connotation. I think at first glance, it can be interpreted as “generating solutions to problems” - but if a school is looking at enrollment shortfalls, it is easy for the board to wander off into discussions of tactics such as renting billboard space, while the head and marcomm director nod politely - a waste of time for everyone yet how to explain this is not “generative” thinking?
Governance as Leadership defines it as “sensemaking” but I don’t find that term terribly helpful either. Sensemaking by definition requires context, context which most boards as a whole aren’t masters of in the way the head and the staff are. Any sensemaking conversations need to be carefully prepared and framed for a board, with context provided. And if a trustee opines in a meeting they want the board to “make sense” of why everyone is complaining about the new math curriculum, how do you explain to the board that is not their job?
If the word generative is working for you, great! My point is just to question its utility for its the intended audience.
In Summary!
So:
trustees with minimal time for board service
governance language that in not easy to grasp, recall and put to use in practical ways, especially when trainings need to be squeezed into busy trustee schedules
a vague industry standard diagram that provides the promise of boundaries while in practice leaving many questions unanswered
It is no wonder ICAISA’s study found a lack of basic governance fluency and that the path of least resistance for well-intentioned trustees is to revert to a passive “oversight of management” role.
Governance as Stewardship
In this piece from August linked below, I listed some ways to up your governance game now, but didn’t really get into how to get there.
How do we frame the work differently? How do we use structures we have in a better way, with language that connects more than it obfuscates for everyone around the table, especially for those who have many priorities competing for their time?
The very first task is to live in reality rather than a nostalgia for past conditions of board service.
I don’t mean to sound flip, but this would be a huge step. Let’s get real. Let’s count up the amount of time that you’re currently expecting of trustees (really, in an ideal world) and then think about how you can make the work both more efficient and eliminate what is not necessary. I think a lot of frustration is caused by the elusive ideal of what “board service as vibrant think tank” could look like. Maybe some boards can get there, but I think for most, implementing basic good governance and clear and open communications would be a huge step in the right direction.
Then, the head and board chair should lean into shaping what the board should be spending that precious time on, rather than training people on boundaries and what to avoid - what to do rather than what not to do.
I also think rather than trying to demarcate what are really shifting boundaries or trying to match the board’s work to three proscribed areas - strategy, fiduciary and generative - build the board’s work around some simple questions.
Here are some ideas, all built around the concept of “stewardship:”
the head leads the school
the board stewards the institution (which includes oversight of the HOS’s performance)
Stewarding resources and managing risk (including reputational risk)
How are we using our resources to support the current responsible operation of the school and preserving these resources to last into the future? (Budget, physical plant, investments)
How are we adding/extending to the school’s resources to secure the future? (philanthropy)
How are we protecting the school’s resources by attending to policies and practices that prevent harm to the school and its reputation? (risk management)
In the event of a crisis - are we regularly reviewing crisis risks and allocating resources so the school is prepared to respond? How are we as an institution defining a crisis - are there varying levels? And what are the expectations for trustees in the event of a crisis? (crisis management)
How are we tending to the school’s most important resource - a healthy board and a robust and honest collaboration between board and head with aspirational and manageable institutional goals? (governance functions, including year-round recruiting process for potential new trustees, succession planning for both board officers and head and support for the head)
Stewarding strategic direction, relevance and impact
What larger strategy will maximize the impact of the school’s mission for the short term and for the longer term? (intentional strategic design/planning)
How are we assessing our chosen strategic direction?
How do we support the HOS in being able to maintain and heighten mission impact? (connecting HOS performance to institutional goals)
How do we identify and prepare to mitigate future challenges to our mission’s impact? (risk management)
Stewarding the mission
How are we evaluating mission relevance today?
Who does our mission serve? What is the state of our constituency, what are the trends and are there enough mission-matched students to maintain the school’s relevance and intended impact? (enrollment)
Now let’s focus on tactics for the board to get this work done!
The biggest opportunity to do big picture, think tank-ish, “generative” thinking around strategic direction and mission impact and relevance is in a robust process setting institutional goals for the year for both the board and the HOS.
Make it happen in a meeting in late spring or ideally, in a day-long retreat ending in a jolly dinner over the summer - you don’t have to curate a whole new project. Just do an authentic dive into where you are in executing on your strategy, the immediate challenges you are facing in the coming year and the longer term challenges you want to mitigate against.
Then set measurable goals for both the head and the board to dig into these issues! And if it’s hard to measure - figure it out. If you are embracing a strategy that is tougher to quantify - say, you’ve decided that “presence” - relationships are at the heart of your school’s experience, then set goals for the head around that. And the same for the board’s work for the year. Spell out the expectations for board members to come to campus to see events or games or host fun events for the kiddos.
And then all board activities for the year should flow from the goals. Ideally, you will have some goals that involve work that is part of the annual tasks of the board (such as researching alternative sources of revenue or tuition pricing).
Finally, there should be annual board training on communication skills to navigate board members’ multiple community roles. Call attention to the elephant in the room and make him adorable. Just by naming this tension, you go a long way to resolving it and making it a commonality for board members to bond over rather than to hide like a dirty secret.
More on this topic next week - an article on basic communication skills and tools for trustees, including ideas for creating a “decision tree” for trustees to refer to when they hear those complaints in the pickup line.
And if this interests you, check out :
See you next week!
Julie