Best Practices in the Board Room, and Using Metrics Effectively

1. Best Practices in the Board Room, and Using Metrics Effectively • Steve Katsouros, S.J. • Saturday, July 19, 2014 • Director, Institute for Catholic Educational Leadership

2. THE LANDSCAPE

3. Arthur Levine and Diane Dean • survey 5,000 students • born in 1994

4. First Generation • of • Digital Natives

5. Most diverse generation, • more global in • orientation

6. More connected - yet more isolated

7. Most immature, • dependent, • entitled, • overly protected • and • applauded

8. In 1969, 7% of college freshmen • reported a GPA greater than A- • In Spring 2013, 41% of college freshmen reported a GPA of greater than A-

9. 4 year colleges report a 90% increase • of parental involvement • since 2001 with • INSTRUCTORS • ROOMMATES • EMPLOYERS • ADMINISTRATORS

10. Student Health April 2012-April 2013 • 98% reported experiencing stress • 87% overwhelmed by all they had to do • 79% exhausted (not from physical activity) • 65% very lonely • 61% overwhelming anxiety • 58% tremendous stress • 47% hopelessness

11. Products of the worst economy • since the • Great Depression

12. WHY?

13. The Environment of Higher Ed Now • Public Scrutiny on costs, value, quality, relevance. What’s the ROI? • Financial challenges-changes in endowment, giving, and students • Policy makers ask about the rise of tuition; federal, state, and foundation focus on degree production • Internationalization-setting up campuses in other countries, receiving and relying on international students • Change, innovation, disruption

14. Micromanagement • Fiduciary oversight of operational areas • Lack of staff • Loss of confidence in the CEO • The board’s committee structure mirrors management’s lines of responsibility, which draws board members into those areas Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

15. Micromanagement (con’t) • The board meets too often; in order to have something to do, board members delve into operations • Some board members feel more comfortable managing than governing • Board members are recruited for their business and managerial skills, and they want to use them • Board members feel a sense of accomplishment from managing Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

16. Micromanagement • “Sometimes the reason for micromanagement actually rests with the CEO; this occurs when he or she invites the board into “downstream” management or operational issues, withholds information so that the board feels compelled to pry into details and operations, or shows an inability to effectively lead the organization.” Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

17. Board Assessment at every single meeting. • Did we use our time well? • Did we stay strategic? LANIER AND JOHNSON (2013)

18. Every three to five years, all the trustees are asked, “How are we performing as a collective? How is the entire board functioning?” LANIER AND JOHNSON (2013)

19. “Task of the Executive Committee Annually.” • Trower (2012) • “The only legitimate reason to create and use an EC is to help the full board do its job.” • Light (2004)

20. The Six Competencies of Effective Boards(Chait, Holland, & Taylor) • Contextual: The board understands and takes into account the culture and norms of the organization it governs. • Educational: The board takes the necessary steps to ensure that members are well-informed about the organization, the profession and the board’s roles, responsibilities and performance. • Interpersonal: The board nurtures the development of its members as a group, attends to the board’s collective welfare, and fosters a sense of cohesiveness. • Analytical: The board recognizes complexities and subtleties in the issues it faces, and draws upon multiple perspectives to dissect complex problems and to synthesize appropriate responses. • Political: The board accepts as one of its primary responsibilities the need to develop and maintain healthy relationships among key constituencies. • Strategic: The board helps envision and shape future direction and helps ensure a strategic approach to the organization’s future.

21. Competency 1: Contextual Dimension • The board understands and takes into account the culture and norms of the organization it governs. • The board: • -Adapts to the characteristics and culture of the school’s environment. • -Relies on the institution’s mission, values, and traditions as a guide for decisions. • -Acts so as to exemplify and reinforce the organization’s core values.

22. CONTEXTUAL DIMENSION • Sample Item: • “Orientation programs for new board members specifically include a segment about the organization’s history and traditions.”

23. Competency 2: Educational Dimension • The board takes the steps to ensure that trustees are well-informed about the institution, the profession, and the board’s roles, responsibilities and performance. • The board: • -Creates opportunities for trustee education and development. • -Regularly seeks information and feedback on its own performance. • -Pauses periodically for self-reflection, to diagnose its strengths and limitations and to examine its mistakes.

24. EDUCATIONAL DIMENSION • Sample Item: • “At least once every two years, our board has a retreat or special session to examine our performance, how well we are doing as a board.”

25. Competency 3: Interpersonal Dimension • The board nurtures the development of the trustees as a group, attends to the board’s collective welfare, and fosters a sense of cohesiveness. • The board: • -Creates a sense of inclusiveness among the trustees. • -Develops group goals and recognizes group achievements. • -Identifies and cultivates leadership within the board.

26. INTERPERSONALDIMENSION • Sample Item: • “I have had conversations with other members of this board regarding common interests we share outside this organization.”

27. Competency 4: Analytical Dimension • The board recognizes complexities and subtleties in the issues it faces and draws upon multiple perspectives to dissect problems and to synthesize appropriate responses. • The board: • -Approaches problems from a broad institutional outlook. • -Searches widely for concrete information and actively seeks different viewpoints from multiple constituencies. • -Tolerates ambiguity and recognizes that complex matters rarely yield to perfect solutions.

28. ANALYTICAL DIMENSION • Sample Item: • “Our board explicitly examines the ‘downside’ or possible pitfalls of any important decision it is about to make.”

29. Competency 5: Political Dimension • The board accepts as one of its primary responsibilities the need to develop and maintain healthy relationships among key constituencies. • The board: • -Respects the integrity of the governance process and the legitimate roles and responsibilities of other stakeholders. • -Consults often and communicates directly with key constituencies. • -Attempts to minimize conflict and win/lose situations.

30. POLITICAL DIMENSION • Sample Item: • “This board communicates its decisions to all those who are affected by them.”

31. Competency 6: Strategic Dimension • The board helps envision and shape institutional direction and helps ensure a strategic approach to the organization’s future. • The board: • -Cultivates and concentrates on processes that sharpen institutional priorities. • -Directs its attention to priorities and decisions of strategic or symbolic magnitude to the institution. • -Anticipates potential problems and acts before issues become urgent.

32. STRATEGIC DIMENSION • Sample Item: • “This board is more involved in trying to put out fires than in preparing for the future.”

33. The Board Self Assessment Questionnaire (BSAQ) AVERAGES reflect board member’s PERCEPTIONS • The higher the averages, the better the board thinks it meets the characteristics of each competency

34. Higher Ed BSAQ

35. Competency #1: The Contextual DimensionHow do you Strengthen a Board’s Contextual Competency? • Organization should include an explicit introduction to organizational values, norms and traditions. • Invite emeriti staff, board members, and administrators, and “living legends” to convey the institution’s history. • Review the organization’s hallmark characteristics and bedrock values that set the organization apart from its competitors. • Resocialize board members to the board’s role and the organization’s values through brief readings, a pledge, or sharing anecdotes.

36. Questions Frequently Asked by Board Members About What to Expect from Board Service • Part I:FAQ • 1. Board Member Selection • What personal attributes do we seek in prospective board members? • What expertise and experience do we seek? • What is the nomination and election process? • How may I recommend possible candidates? • 2. Board Organization and Structure • What is the board’s committee structure? • How are committee assignments made? • Can non-board members serve on board committees? Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

37. Questions Frequently Asked by Board Members About What to Expect from Board Service • Part I:FAQ • 2. Board Organization and Structure (con’t) • Who names committee chairs? • What attributes do we seek in the board chair? • Is there an executive committee? If so, what does it do? • Do we ever use task forces or ad hoc groups? • 3. Past, Present, and Future Challenges • What were the most important decision that the board has made in the last few years? • What are the most important decisions on the horizon? Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

38. Questions Frequently Asked by Board Members About What to Expect from Board Service • Part I:FAQ • 4. Board Meetings Logistics/Operations • If I am unable to attend a meeting, should I let someone know? • Whom should I contact if I want to be updated on a meeting I missed? • How often do the board and committees meet? • Who, besides board members, attends our meetings? • Are our meetings open to the press? • How may I suggest agenda items for committee or board meetings? • Do we meet in the executive session with the CEO? Without the CEO? • What are the ground rules for the sessions? • Is there a dress code for meetings? • Are there assigned seats? Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

39. Questions Frequently Asked by Board Members About What to Expect from Board Service • Part I:FAQ • 5. Other Matters • What are the expectations for giving? • Am I expected to help with fundraising? • Is there an orientation process for new board members? • Is there a ”board buddy” or “mentor” assigned to new board members? • Is there a conflict of interest policy in place for board members? • What expectations do we have about personal giving? • Are board members expected to help identify and cultivate development prospects? • What process do we use to evaluate the CEO? • Do we participate in the evaluation of any other senior officers? Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

40. Questions Frequently Asked by Board Members About What to Expect from Board Service • Part II. Mutual Expectations • Inside the Boardroom • Are there attendance requirements? • Is it acceptable to arrive late or leave early? • Is everything confidential? • How do I raise or discuss sensitive issues? • What should I do if I disagree with a committee or management recommendation? • How do I balance a constructive partnership with a culture of accountability? • What happens if there is a split vote on the board? Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

41. Questions Frequently Asked by Board Members About What to Expect from Board Service • Part II. Mutual Expectations • Inside the Boardroom (con’t) • Should I keep quiet in meetings for the first year or two? • Are there discussion guidelines? (for example, how often I can speak, expressing disagreement, calling for a vote) • Are there other points of etiquette? (for example, may I check my PDA? Cell phone? Have sidebar conversations?) • How can I best prepare for board and committee meetings? • Do we evaluate the board’s performance? Individual board members? If so, how often? What do we do with the results? Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

42. Questions Frequently Asked by Board Members About What to Expect from Board Service • Part II. Mutual Expectations • 2. Outside the Boardroom • Can I contact the CEO directly? • Can I contact senior management directly for information or to offer suggestions? • What should I do if I am approached by the press, or other constituent representatives with questions or requests for information? • What do I do with grapevine information or gossip? • Are board members expected to attend functions in addition to board and committee meetings? Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

43. An orientation should: • help new board members understand the board’s norms and preferred protocol of behavior • (2) explain how the board really works • (3) illustrate that there are no secrets or forbidden questions • (Chait, Holland and Taylor 1996,74) Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

44. New Board Member Orientation • A careful, explicit, and thorough review of the board’s norms, rules of engagement, and characteristics and behaviors of effective board members for this board. • A brief history of major changes the board has made in recent years in the way it does business and why those changes were made. • Discussion of recent decisions that best illustrate core values of the organization-the values that may currently be under stress with issues on the horizon-and the processes the board uses to discern the issues on which to focus, and how the board discusses them, and how it makes decisions. • If the board utilizes a Web portal, orientation should include a lesson on its use. Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

45. New Board Member Orientation (con’t) • A glossary of terms and sector acronyms. • Background briefing on upcoming deliberations so new board members are informed and ready to participate. • Briefing on how the board evaluates itself and its members with an eye to team play, group dynamics, board member engagement, and board effectiveness. • Some time with the new member’s mentor. It is especially important to provide a mentor or board “buddy” for a board member’s first year who can help answer questions and privately explain things that happen in the boardroom which might be unclear to a newcomer. Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass

46. Competency #2: The Educational DimensionHow do you Strengthen a Board’s Educational Competency? • Set aside time at each board meeting for a “seminar” to learn about an important matter of substance or process or to discuss a common reading. • Conduct extended 24-48 hour retreats every year or two for the same purpose and to analyze the board’s mistakes. • Ask board members or senior staff to report briefly on the best idea they heard at a recent conference meeting. • Meet periodically with “role counterparts” from comparable institutions. • Rotate committee assignments. • Have an annual “pop quiz.”

47. Competency #2: The Educational DimensionHow do you Strengthen a Board’s Educational Competency? • Establish internal feedback mechanisms by: • Requesting comments at the end of each meeting either by going around the room or submitting suggestions on an index card. • Collecting “critical incidents” to discuss at a retreat. • Conducting an annual survey of board members on their individual and the board’s collective performance. • Enlarging the role of the nominating committee to include monitoring the board’s performance and overall health.

48. Meeting Evaluation Form* *2013, Strengthening the Board through the Governance Committee, AGB National Conference of Trusteeship, Washington, DC

49. Meeting Evaluation Form* What issues or topics would you like to see addressed at future meetings? Other suggestions or comments to improve board or committee meetings: If you would like to provide personal feedback on the board meetings, please fee free to write boardchair@internet.com Thank you for serving on the Board of Trustees and participating in these meetings and events. *2013, Strengthening the Board through the Governance Committee, AGB National Conference of Trusteeship, Washington, DC

50. Individual Board Member Performance Self-Assessment Trower, C.(2013). The Practitioner’s Guide to Governance as Leadership: Building High Performing Nonprofit Boards. San Francisco, CA: Jossey-Bass