Some Key Indicators of Strong or Weak Board Governance Behaviors

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Some Key Indicators of Strong or Weak Board Governance Behaviors

One can tell a healthy board from an unhealthy one by several tried and true assessment measures:

  1. Too many board meetings, i.e., for day schools more than 6 or 7 per year, or very long meetings lasting 3 hours or more. These behaviors tend to reflect either a board that is engaging in micromanagement or a head, leadership team and sub-committees that are taking too much time for reporting items that should have been sent out in advance and should not have to be rehashed at the full board meeting.

  1. Board meetings when only a few speak out, and the “real” meeting happens afterwards in the parking lot or in social media gossip. It is the board chair’s responsibility to ensure that every board member is called upon at every board meeting and that no board member is allowed to dominate the agenda. The chair should make sure that all meetings end in two hours after discussion of the immediate issues and all remaining business if not concluded should be tabled for the next meeting.

  1. Effective Use of Board Time: Use the second hour of every meeting to discuss a strategic issue. This should be an issue announced in advance, that does not need an immediate decision, that everyone comes prepared to discuss, and that will engage and empower board members to feel they are making a difference at each board meeting.

  1. Boards with more than five standing committees: often reflect intrusion into management. The basic committees should be Governance (COT) which encompasses nominations, polices, and the discipline of the board collectively and individually; Executive; Head Support; Finance; Advancement; and sometimes Strategic Planning. Facilities can fall under Finance and Audit as well although some best practice advocates Audit as a standalone committee, The committees to avoid are Education/Curriculum, Student Life, Spiritual Life, Personnel, Athletics and Marketing/Communications.

  1. Board meetings where the head and his /her team dominate the meetings: because this can intimidate board members. Often heads bring from 3 to 12 admin team members into regular board meetings. That is “over kill.” The key players who should be at most board meetings, other than the board members themselves are the head, the CFO and the advancement director.

  1. Boards with a weak (or no) Governance Committee. The Governance Committee is the most important committee, and its chair should be the most influential member other than the board chair. The committee has 8 key roles: cultivation of prospects, screening/vetting of prospects, invitation, orientation, training, evaluation, warning, and removal when necessary.

  1. Boards lacking a healthy Head Support Committee: This committee is charged with the oversight of the head’s evaluation, compensation and contract and should include three individuals, one of whom is the board chair.

  1. Boards with weak or overly intrusive systems for head, chair and board evaluation. Head evaluation should be goal-centered, not punitive. It should give new heads the time to build political capital, their number one goal. The practice of “360” is very risky for heads in their first 5 to 8 years. For long term, highly valued heads 360 is not particularly dangerous, but for new heads it can be a recipe for poor judgments and even premature head dismissal.

  1. Board Chairs with terms of two years or less. Board chairs should not serve unless willing to hold the position for least 3 to 5 years with the support of the full board. Long term chairs lead to long term heads. Our research indicates that It is generally the third or fourth chair who fires the head.

  1. Boards that prompt frequent turnover due to loss of institutional memory. Board terms of two three-year terms are dangerous. Boards need more institutional memory, so they are not dealing with the same issues and experiencing the same problems because no one on the board remembers the last time the school faced the exact same issue. Long term boards lead to long term chairs which lead to long term heads which means fewer searches and head transitions, better school reputation and more financial stability as well as mission-based staff.

  1. Boards that act like parent association boards, i.e., they are not strategic. Day school boards should have a mix of about 60% current parents and the balance should be past parents and alumni(ae). Day school boards with 90 or 100% parents can rarely take off the “parent hat” because everyone is engaged in thinking about their own children. Often times we hear these parents say, “We represent the parents.” Even parent elected boards, like so many in international settings, need to remember that they represent the past, the present and the future. They do not represent the parents but rather the mission.

Each of these issues can be fixed/improved to ensure healthier boards.