(Part Four of a Four Part Letter on Governance)

The long-term stability of the school and the integrity of the school’s mission depends to a great extent on the composition and behavior of the COMMITTEE ON TRUSTEES. The executive and finance committees play crucial roles as well. Their roles must be clearly defined and understood by their members, and by the board as a whole.

What can schools do to ensure that these subcommittees function optimally? Provide board members, both new and experienced, with ongoing, annual education in the principles of healthy board governance.

1. Board and Subcommittee Composition and Structure

Research by Littleford & Associates has demonstrated that head turnover, and thus school instability, occurs MORE frequently in Schools with boards with the following membership profile:

1. Eighty percent or more of the board members are current parents who may bring personal agendas to the table.
2. Trustees WITHOUT business experience represent more than fifty percent of the board. These trustees may not understand that the board of trustees is a governing body that sets broad policies and long-term strategies; it does not manage the day-to-day operations of the school.

Furthermore, our research shows that untimely or frequent departures of heads may also occur in those schools with boards structured as follows:

1. Too many subcommittees. A proliferation of subcommittees diffuses the attention of the head, and depletes the energy of both the head the board.
2. Subcommittees that include parents and teachers. Both parties may attempt to exert influence in inappropriate areas, and may be untrained in effective board governance.
3. Boards with “education” and/or “personnel” subcommittees. The danger inherent in these committees is that its members may intrude upon the domain of the head and other administrators and professionals hired to perform these functions.

Assuming that the overall makeup of the board avoids these pitfalls, what is the role of the key committees in promoting the long-term health of the institution, and furthering its strategic plan?

1. The Committee on Trustees

Although inactive or misguided in many schools, the committee on trustees is the most important committee on the board. Why?

The committee has the following key responsibilities:

1. The preservation of institutional memory. The committee should minimize turnover of effective trustees by providing THREE terms of either three, or four years each. It also keeps board chair turnover low by encouraging board chair terms of at least three to five years. Thus, the committee’s role is to maintain a healthy and stable board consisting of trustees who remember the mission of the school and why the current head was hired. Institutional memory remains solidly in the hands of the board and the head and does not fall victim to the latest “incident.”
2. Choosing new trustees: building a productive board. First and foremost, the committee must seek candidates with wisdom, a firm commitment to serve, loyalty and a passion for upholding the school’s mission. Assuming that the committee members have full knowledge of the strategic direction of the school, they can determine next if the candidates have additional, valuable skills and relationships that will keep the school on its course in the short and long term. Financial resources may be important.

Trustees should never be chosen solely on the basis of technical skills that are readily available for purchase in the marketplace. Similarly, while economic, religious, and ethnic diversity has become appropriately important to boards, representation of a particular constituency should never be the sole criteria for consideration or selection. The danger is that the committee may overlook an individual’s hidden agendas or biases that compromise his/her ability to remain neutral in the decision-making process.

To avoid creating conditions that undermine the head’s ability to lead, the board must choose trustees who will support the head completely until a decision is reached to search for a new head. No new trustee should be chosen without the head having met and “vetted” that candidate informally.

In one client school, a member of the committee on trustees began exploring with a current parent his interest in joining the board, without the knowledge of the head and without clearly conveying the message that the discussion was very preliminary. The committee member subsequently learned from the head that this parent would be a poor choice because he quite frequently made unreasonable and unpleasant demands upon the faculty and administration. The committee member was left in an awkward and embarrassing situation, and the “candidate” felt misled.

1. Selection of a New Board Chair. The recommendation is that the committee on trustees consults with the head and the current chair in the choice of a successor. The head’s opinion should be solicited confidentially, and the head’s first choice should receive very serious consideration. Previous articles have emphasized the importance of the board/ head partnership to the stability of the school.
2. Evaluation of the Board Chair and the Board. The chairman of the committee on trustees leads the annual evaluation of the board chair’s performance. The committee also directs an annual process through which trustees assess their own performance and that of the board as a whole based upon a range of questions and topics.
3. The orientation of new trustees and the ongoing education of the board on the principles of good practice.

Having these critical responsibilities, the committee on trustees must be a functioning group including the head of school and astute, experienced and discreet board members who meet together on a regular basis. THIS COMMITTEE IS THE MOST INFLUENTIAL IN ITS IMPACT ON THE SCHOOL’S STABILITY AND MISSION.

1. The Executive Committee

The executive committee usually consists of the officers and chairs of the important standing committees. Its members should be elected annually without term limits. Like the committee on trustees, it usually consists of a group of “wise” men and women who act in place of the full board in between meetings, in accordance with its bylaws and with board approval. If it tries to make policy, this may cause the other trustees to feel isolated, uninvolved and perhaps envious of the committee’s power.

In boarding schools, the executive committee often expedites policy-making since the full board tends to be geographically dispersed and meets only three to four times per year. Again, care must be taken that power does not become concentrated within the executive committee, weakening the governing body as a whole.

The executive committee performs two other key functions. By serving as a sounding board for the head, it allows the head to “test the waters” with a small group of trusted board members and serves as an additional, important support mechanism for the head of school.

1. The Finance Committee

The finance committee has the following responsibilities:

1. Develops the long-range financial plan and the yearly operational budget with staff. Sets tuition levels with board approval.
2. Monitors implementation of the budget.
3. Reports to the board and school on the financial health of the school.
4. Educates the board on overall financial trends.

It is risky to invite current, non-trustee parents to serve on this committee because they may make well intended, but narrowly focused attempts to limit the range of decisions on such items as tuition increases

The finance committee is the power train of a school. Its chair must have a strong rapport with the head in order for that head to lead effectively and deliver the services the teachers and parents expect. The finance committee also supports the head by informing the board what funds are available to determine broad, institutional priorities, leaving the administration, led by the head, to operate the school. The finance committee must always avoid micro-management by keeping its eye “on the big picture.”

1. Ongoing Education is a Must

A board accomplishes its work through a manageable committee structure. This structure should involve all trustees in every major decision, while existing, and potential leaders, who have been identified by the committee on trustees and the head, receive assignments on the key committees.

The best boards take time annually from all of the above, important responsibilities to pursue training in healthy board governance and to fine-tune their policy-making skills. One of primary responsibilities of the committee on trustees, with the input of the board chair and the head, is to plan regular programs for all trustees on the principles of good governance including a review of “boundaries and channels” for communication among board, administration, faculty and parents

A proactive and efficient approach to overall board governance training is an annual on-site workshop preceded by confidential interviews with trustees. The interviews allow the workshop facilitator to understand: the history, culture and makeup of the board and school; what motivates each trustee to serve; and what strategic issues and agendas, “hidden” or otherwise, each believes is important. The content of an effective workshop covers the principles of good practice for trustees and boards, within the context of the school’s unique climate, strategic challenges and opportunities

Our clients have found that educated and well-trained trustees become energized and promote institutional stability and growth by supporting the mission of the school and advancing its strategic planning goals. They are empowered with the skills to face crises that can become opportunities for their schools.

John Littleford
Senior Partner