August 2021

Member Query:

When it comes to strategic decisions (branding, summer offerings, marketing strategies, etc ) do other Boards have an approval process or process map to understand who owns what work and which decisions need signoff from either the specific Board Committee, the full Board of Trustees, or both? If the decision is strategic in nature, can the administrator make the decision without Board approval or must the Board (or the Board committee) weigh in? Can the Head of School okay a strategic decision without Board sign-off?

Reply from Cathy Trower:

All organization run into these blurred governance lines, so you are not alone! And I think it’s safe to say that things are getting blurrier as the issues we are facing are becoming increasingly politicized, charged with emotion, and potentially divisive.

As I look at your list of “strategic” decisions — branding, summer offerings, marketing strategies — I would place summer offerings and marketing strategies in the administration’s domain (although brand and brand strategy would certainly warrant board dialogue and wisdom, depending on where the school is in its branding process, if rebranding, etc). Part of the issue is what one person sees as “strategic” might seem “operational” or “fiduciary” to another.

As I read this inquiry, I was reminded of an article my good colleague Richard Chait wrote for the Association of Governing Boards of Colleges and Universities / AGB’s Trusteeship magazine (Vol 25, No 1, Jan-Feb 2017) called “Decisions. Decisions.” Many of you may know that Dick is no stranger to independent school governance and you’ll see it’s an easy crosswalk with the concepts from colleges to schools.

Dick suggests having a small group of trustees and staff develop a “list of concrete, plausible situations that implicate decision rights— either hypotheticals developed locally or real-life incidents from peer institutions. (Avoid events that actually occurred…so as not to reopen the discussion.) The list should encompass the board’s traditional spheres of responsibility, for example, academics, facilities, finances, and student life.”

Then, convert the list into a survey to be completed by all trustees as well as senior staff who interact regularly with the board. (Each person should retain a copy of the completed survey for reference when the board and staff meet to discuss the results.) Responses should be anonymous except for a designation as either board member or staff. For each item, there are four choices (Dick had three; I’ve adapted his):

  1. The decision should be made by the Head of School (or appropriate senior officer) with the board informed in a timely manner.
  2. The decision should be made by the Head of School after discussion with the board (or appropriate committee of the board).
  3. The decision should be made by the board after discussion with the Head of School.
  4. Decided by the Administration without informing the board.

The responses are then tabulated “separately and together in order to enable intra-group and intergroup comparisons” and showing:

  • Items with greatest agreement among all respondents.
  • Items with least agreement among all respondents.
  • Items with greatest disparity between board and staff member responses.
  • Items with the least intra-group consensus.

Then, have a meeting to discuss what you see and ask trustees and staff to think about the primary reason they marked things as they did. This discussion is likely to surface all sorts of helpful ideas that will enable more consultation among appropriate parties (staff, board, committees, full board) and lead to better decisions.

Chait’s article notes several decision criteria that are often applied – either explicitly or implicitly. They are:

  1. Fiduciary responsibility. Does the decision invoke the board’s fundamental fiduciary responsibilities, for example, on setting mission; approving strategy and policy; and ensuring quality, sustainability, and integrity?
  2. Risk. Does the decision present substantial financial, reputational, or ethical risks or endanger safety?
  3. Consistency. Does the decision represent a significant departure from established policy, strategy, or precedent?
  4. Symbolism. Does the decision implicate core values that could be contravened?
  5. Competence. Where does relevant expertise and comparative advantage reside to analyze and decide the issue?
  6. Support. Would board actions legitimate the decision and thereby enhance prospects for a favorable outcome?
  7. Morale. Would a decision by the board (versus management) signal lack of confidence and demoralize staff?

How enlightening, right? I have used this process with a number of organizations and all have found it enormously helpful. No doubt savvy heads know when and how to engage their boards but in this increasingly VUCA (volatile, uncertain, complex, ambiguous) world, a little time spent in this sort of activity will be well spent!