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Governance Check Up

November 26, 2019

In past years, I've offered a set of New Year's resolutions for independent school leaders.  This year I recommend something even more practical--a yearly governance check-up.  Heads, make a three hour appointment with your Board Chair over winter break, sometime after the New Year but before you return to school.  If such a date doesn't exist, do it the first weekend after you're back to school.  The object here is to take advantage of the relative quiet of the campus and the freshening winds of the long break, the breezes that sweep out exhaustion and enable school leaders to leave December's deck swabbing activities behind (HVAC budget line, whooping cough precautions, the early hiring forecast) and climb back up to the crow's nest.  From that lofty vantage point, using a decent set of binoculars and recording observations with a dull pencil, take the following measures:

 

Foundational Clarity

Review the charter descriptions of each of the Board's standing committees. 

  • Do they still reflect the current and future work of the committees? 

  • Should any committee be charged with reviewing and revising its charter (with reports through the Governance and Executive Committees, of course)?

 

Succession Planning

  • Does the Governance Committee have the tools and work patterns that allow it to recruit needed expertise, build properly sized "classes" of trustees, anticipate committee and overall board leadership succession? 

  • Does the Head take on responsibility and have a strong voice in trustee recruitment? 

  • Does the Board have a strategy for recruiting non-current parent trustees, a chronic difficulty at elementary day schools in particular?

 

Culture:  Transparency and Trust

High functioning independent school boards are defined by their capacity to leverage transparency into trust, within the Board and in the larger institution.  

  • Does the Board get the data it needs--at the right time, at the appropriate level of granularity--for decision making?  

  • Does the Board have the reflexive habit of including all stakeholders before taking up any deliberation?

  • In presentations of their work to the full Board, are committees and administrators providing appropriate summaries, supporting documents and guiding questions that inspire strategic discussion?

  • Is the Board speaking with one voice, celebrating and communicating its accomplishments and acknowledging its challenges?

  • Is the Board getting the information it needs from the Head?

  • Is the Board seizing opportunities to praise authentically the Head's good work and vice versa?

 

Calendar

I ascribe major importance to this prosaic matter.  Boards are often guilty of cleaving to calendars that the institution has outgrown, or tolerating a handful of yearly fire drills (planning the retreat often appears in this category) that belie the yearly goals and higher aspirations of the Board.  

  • Is the Board preparing adequately for activities within the broader, multi-year cycles that define a school decade:  periodic re-bidding of investment services, accreditation, strategic planning, capital campaigns, potential Head change?

  • Does the Board calendar of yearly activities make it possible to construct and review budgets, recruit and vet new trustees and non-trustee committee members, organize high quality orientation and on-going learning, account for emergent or high-impact activities like the ones identified in the list above?

 

Short of uncovering some existential issue (the dread we all carry with us into our yearly check-up at the doctor's office), this is not an action planning meeting.  I recommend moving through the entire conversation first and keeping the conversation several thousand feet above the surface before identifying those areas you'd like to take up at a later meeting or directly delegate for action planning.  If your school found this exercise useful, it would be an interesting to include a third member of the meeting every other year or so, perhaps an active or retired Head or Board Chair from another school.  This is a tall ask, of course, but I can think of several Head pals for whom I would have happily set up some kind of home/away, every other year collaboration. 

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