(Part One of a Four Part Letter on Governance)

1. Regaining Institutional Memory

Twenty years ago many board members of independent schools served without term limits, and chairs of boards may have served for two decades or more. Subsequently, such practices came under attack for allowing oligarchies to remain in power, distancing boards from the opinions of parents and alumni, and concentrating power in the hands of a few members who were perceived as losing interest, vigor and knowledge of their own schools.

While some of these concerns were well founded, the pendulum swing in the opposite direction was strong and severe. That swing led to the loss of institutional memory in many independent schools. “Institutional memory” and the role of the “committee on trustees” should be an important focus for boards of trustees.

In some parts of the world, the boards of independent schools are called “governors”, or “directors”, but the word “trustee” still holds sway in most schools. The word conveys the responsibility board members have to hold the mission of the school “in trust.”. One way to ensure the integrity of that mission is to have people around who remember what it was, not just what it is interpreted to be by latest parent to join the school.

From research conducted by Littleford & Associates, we know 80% of school heads are fired, or in more polite language, their contracts are not renewed. This happens most frequently in elementary day schools where present parents, with all good intent, translate the mission of the school into what fits best for their children’s own needs at that time. Many of the boards of these schools are 80-90% present parents who spend a great deal of time following their children’s interests. Board meetings are frequent. Committees proliferate. Shifts in faculty morale can easily result in changing heads and changing boards. Parents can become intrusive.

Boarding schools fire their heads less often, and boys boarding schools seem to have the greatest stability (for the few of this breed of school that remain).

Heads are fired with increasing frequency because board members turn over more frequently. Frequent board turnover means a change of board chair every year or two. Most heads do not survive their fourth board chair so the math is simple. As board members and chairs turn over, institutional memory is diminished and then lost.

At a recent board retreat Littleford & Associates conducted for a prominent day school, all board members who had served more than five years were asked to stand. Two of fourteen stood up. The Head had served five years. Only two trustees remembered why he was hired and those two were to leave the board in the next year or two. The mission of the school as defined by the search committee for this current head, will not necessarily be the mission that the new generation of trustees will buy into or accept.

Recommendations:

1. Trustees should serve three terms of three years each or three terms of four years each.
2. Chairs should serve a term of at least three years and should be encouraged, if performing well, to stay up to five years and perhaps longer.
3. Executive Committee members should be elected annually with no term limit.
1. The Committee on Trustees

This committee is moribund or non existent in many schools. New trustees may be nominated before their backgrounds, agendas and interests are properly reviewed. Heads may not be consulted about the nomination of new trustees and in fact may oppose some nominations that still result in election.

Trustees should not be chosen primarily because of their technical skills. There are boards composed of CPAs, attorneys, investors, bankers, financial planners, real estate brokers, builders, all with the thought that these skills are needed. If the best trustee available also happens to have the skills represented by these backgrounds, all well and good. But many schools may choose trustees BASED on these technical skills and overlook hidden agendas or very specific agendas that may conflict with an unbiased board role. Most of these skills can be brought to bear as needed from the marketplace of professionals.

The committee on trustees may ask for new members without adequate time for a trustee to clear his or her calendar to serve. Trustees may be invited to serve without having first met and talked with the head about goals and needs of the school. Trustees may join their first board meeting without having been oriented to the school or to healthy board governance.

At a recent board governance session, one trustee expressed concern that once bad habits and patterns have begun among new board members, they are extremely difficult to change. Orientation and guidance in trusteeship is crucial at the beginning of service and annually thereafter.

No school can avoid a crisis. Schools that practice healthy governance principles can turn a crisis into a community building asset. Schools that face crises without a tradition of healthy governance can stumble in ways that are permanently damaging to the school. We have examples of this among independent schools every week.

Recommendations:

1. Make the committee on trustees a regular, functioning committee.
2. Ensure that the membership of the committee on trustees includes the chair and the head and a group of “wise” board members.
3. Choose board members who have maturity, loyalty, passion for the school’s mission and a common sense approach to problem solving.
4. Orient new trustees and conduct annual workshops on healthy governance for all trustees.
1. Evaluation of the Head, the Chair and the Board

The most important message here is: do it annually! The process should not be cumbersome, and long questionnaires are not necessary. What is important is a testing of the waters and follow up dialogue.

Almost 1,000 clients of Littleford & Associates conduct an annual evaluation of the head using a goal setting process, following these principles:

1. Set mutually acceptable goals between the head and committee of three trustees. The Chair should be one of these trustees. Make the goals no more than 3-5 in number.
2. Seek approval of these goals at a spring or summer board meeting.
3. Ensure that the committee meet once with the head in the middle of the year for a verbal review of the goals.
4. Ensure that the head and each trustee complete a written evaluation against those goals before the end of April or May.
5. The committee should then meet and using the tabulated results of the board questionnaires and the head’s own self evaluation, prompt a dialogue with the head about strengths and areas that need attention. Then focus on new goals for the coming year.
6. The chair should then write a one to two page summary which may or may not be shared with the entire board, but should be shared with the head.

A veteran head once asked his board to evaluate him for the first time in his sixteen year tenure. He saw other heads being evaluated. Why not him? The board selected a few trustees to question focus groups of students, parents, alumni and faculty. At the end of that month the head was informed he would not be returning in the fall. To the dismay of the head, the board reflected that after 16 years of “unlanced boils, they had stirred up a hornet’s nest and could not put Humpty Dumpty together again.” Hence the importance of more frequent reviews.

The moral of the story was not just to do the evaluation annually. Schools should not evaluate their head by going to the faculty, the parents or the alumni. This is a recipe for great stress as it stirs up emotion among the parents and faculty and undercuts the head’s authority. The head will either lose a job or learn quickly that leadership and firm decision making are not the model for survival because they will generate unpopularity with some group.

The board chair should be evaluated annually in a process led by the chair of the committee on trustees. The board should go through a similar process annually. The chair evaluation and board self evaluation can flow from the same instrument and process. Board members should assess their own performance on a range of questions and the performance of the board as a whole.

1. Respecting the Boundaries

Recently a client retained a new head to address issues that may not have been a top priority for either the previous head or the board. Any mandate for change set by the board and undertaken by a new head who has not yet developed a reservoir of political good will put the institution and the head at risk.

This was made particularly difficult at this school because some board members regularly socialize with some teachers. Teachers also serve as tutors for parents and board members. Boundary lines are not clear, channels are bypassed and the teachers know the status of the head’s likely survival far sooner than does the head. While the head may have differences in style from the preceding head, the school needs to be aware of the “middle man” theory surrounding the transition from long term heads to a new head. That theory means that a new head may be “sacrificed” by pointing up the problems of the predecessor and initiating changes too quickly, even when asked to do so by the board.

When a new head comes under attack from forces within the parents and faculty (often aligned), board chairs need to wear “iron pants” and be able to stand tall and take the flack.

Boards often make the mistake of supporting and not supporting the head at the same time. While a board may give verbal support to a head, there may also be back biting, undercutting and critical behavior by individual board members behind the scenes, in social settings or even in conversation with teachers.

Operating outside established parameters for evaluation, going outside definite boundaries for authority and ignoring appropriate channels for communication, can endanger even the strongest of independent schools.

Recommendations:

1. Support the head fully and completely until and unless a reasoned decision has been made to change heads.
2. Keep the conversations within the board room totally confidential, even from spouses.
3. Recognize the danger of close teacher/trustee and teacher/parent communication networks and friendships as potential sources of friction between those groups and the head.
4. Select only trustees whom the head has met and whose nomination the head supports. The alternative is to create the conditions under which the head will be undermined in the very mission for which that person was hired.

CONCLUSION:

1. Boards need to find ways to ensure that heads, once hired, are nurtured, supported, evaluated and enabled to serve with success for longer terms of office than heads have served in recent years. We know that long term heads can leave a lasting legacy while short term heads often do not. Institutional memory, longer serving board members and longer serving board chairs can assist in this process.
2. Boards need to take time out at least once a year to focus on the principles of healthy board governance. No board is ever immune from the dangers of unhealthy (even if well intentioned) board actions.

Littleford & Associates can and does assist boards worldwide with helping to ensure stability of leadership, a healthy school climate, effective ways of managing change, and strong board/head relationships.

Governance II

John Littleford
Senior Partner