It is often said that where universities get into trouble, and the role of the governing body is called into question, the issues are frequently cultural not structural.
It follows, to some extent, that as more universities are faced with the challenge of managing their financial situation so as to avoid getting into trouble and chart a path towards sustainability, the question of governance culture and how you manage it, becomes more pertinent.
The most recent iteration of the Code of Higher Education Governance, on which the Committee of University Chairs has held substantive consultation ahead of publication, centres board culture and behaviours as one of its core elements. While earlier versions of the Code did include some stipulations on board culture, the prominence and depth afforded to culture in the new Code reflects a more current acceptance that a dysfunctional governance culture may constitute a significant risk to institutional success.
The Code indicates a number of core aspects of an effective board culture. One area relates to the conduct of individual board members, the necessity of adhering to the Nolan principles of public life, and the duty to call out breaches of the standards expected. More broadly, an effective board culture emerges as one in which it is possible to engage in open and inclusive discussion, with robust and constructive challenge, in which the board is able to operate from a position of good information, and the potential for conflicts of interest are identified and managed. The aim is for the board, ultimately, to “operate as a single, accountable body” – in essence, a functional team where the members of the “team” feel psychologically safe to perform their roles as governors.
Points of tension
Culture may eat structure for breakfast but when navigating the constitution of university boards there are some significant structural tensions that can push against the kind of positive culture imagined in the Code. Staff and student governors may feel these tensions acutely, as their role as governors can preclude them from acting as representatives of their constituencies. The university secretary has a dual responsibility to the board to serve its accountability function, and to the institution’s leadership.
Lay governors may feel a lack of domain expertise, especially where institutional governance relates to academic governance. Others may feel their domain expertise is not sufficiently understood or appreciated by others at the table. Issues may arise in contexts where there is ambiguity about the scope and nature of the board’s role – where there is complexity in the constitution of the entity being governed, for example. Lay governors may also want to conduct some meetings without the exec present or without staff or student representatives present on the premise that this would allow them to speak “more freely,” but the decision to do that carries penalties in fragmenting any sense of a collective endeavour, and is generally not permitted in constitutions.
Yet the person who may feel this tension most powerfully is nominally the most influential person in the room – the vice chancellor or head of institution, who has been hired by the board, who is there, in a very real sense, to be held accountable, and who can, in principle, be fired by the board. The possibility of the kind of psychological safety that we associate with the best and most productive version of team dynamics can feel challenging given these undercurrents.
At a recent Mills & Reeve and Wonkhe round table discussion among heads of institution and senior higher education leaders on the theme of board dynamics, occupational psychologist and governance expert Graham Clark pointed to the application of a derivative of the Yerkes-Dodson model of performance versus “arousal” in the board context. When external pressure is low to moderate boards culture can be dull and routine. An increase in pressure can prompt a more dynamic discussion and greater creative energy as boards grapple with the need to reconcile competing priorities. But there is a point at which the pressure becomes too great to sustain performance – typically in contexts where the stakes are high but the degree of control is low – and the board begins to feel panicked rather than productive. There is no absolute and universal point at which this transition from productivity to panic takes place – it depends on the board, and the context. But the premise that there is a tipping point resonated strongly with those in the room – and it often takes the form of boards straying out of the assurance and oversight lane and into the operational.
Clark also shared Dave Snowden’s Cynefin framework for problem definition, arguing that a prior condition for effective teamwork is agreement of the nature of the problems the board is facing. Most university boards, including lay members, are well used to complicated problems in which a degree of expert analysis may be required to understand the various relationships, but ultimately there is a body of good practice on which to draw. Interpretation and application of legal and regulatory compliance requirements could typically be said to fall into this basket.
But increasingly boards are faced with wicked, complex, or even chaotic problems, in which the roots of the issue are unclear or intertwined, the route from diagnosis to action uncharted, and the solutions far from obvious. Student recruitment or portfolio strategy could be said to fall into this category of problem – and in some areas, even regulatory compliance can feel more chaotic than complicated. Faced with those sorts of problems, boards need a culture that can tolerate and hold space for ambiguity, and the preparedness to probe and explore rather than demanding straightforward solutions.
The reality is that in highly dynamic situations boards do not always act as a team where the members of the board feel “safe” and able to perform to their best ability – sub-groups in the team may shift or cluster in different ways, and individuals bring different degrees of knowledge, interest and emotional investment to the table. These dynamics need to be effectively managed. As one head of institution reflected, the job of a chair or committee chair may be more readily compared to choreographer than team leadership.
Examples raised of instances where board culture felt challenging included where staff or student members had strong and understandable feelings about the likely impact of decisions, where board members showed a tendency to “go down rabbit holes” where an issue spoke to their personal expertise or area of concern, and where boards became “overbearing” – either in pushing too closely against the domain of academic governance, or in drifting into the role of executive leadership rather than governance.
Invest in trust
As legal advisor to many universities, including at times of high-octane scenarios such as mergers, and setting up international or London campuses, Poppy has had the opportunity to attend university board and council meetings across a diverse range of institutions in moments where you see governance at its very best, and occasionally, its worst. And while there’s no obvious magic bullet to creating a great culture, it clearly takes a level of time, effort, and skill from heads of institution and university secretaries in particular to build trust among board members and between board and executive teams and to model this behaviour themselves. Trust grows through openness, and keeping the board informed, through clarity about the role of different individuals and board committees, and through honesty, sharing risks and concerns as well as successes – and through the consistent application of these principles over time. It is not something you can magic up when the occasion calls for it.
The truth is that the job of governor is tough and boards cannot be held solely responsible for securing institutional sustainability when times are turbulent. It behoves all involved to be realistic about what boards can be expected to do – with assurance and accountability being the primary purpose, not ideation and strategy development. However, where there is appetite, some of those accountability functions can form the strongest part of the business of finance and audit and risk committees, allowing more space at board level for work to understand institutional context, test ideas, and guide the process of strategic and operational development, without the expectation of leading those functions or shadowing or second-guessing the executive team on the decisions they make.
In considering what to do with culture, heads of institution and board chairs will likely wish to, first, accept that there will be a time and resource investment involved, and second, deliberate where that investment is likely to realise the most value. One head of institution mused that while the executive team frequently spends time together sharing ideas and exploring ways of working together, much less time is invested in board dynamics and fostering personal relationships among board members. Board socials may seem not particularly strategically important but may reap dividends in growing trust.
Effort put into board infrastructure such as terms of reference, clarification of roles and responsibilities, training and support for committee chairs, agenda development, preparation of paperwork and informal conversations between meetings – not to mention careful recruitment of board members – is rarely badly spent, because it creates the space for scrutiny of established ways of working and for conversations about culture and what the intended impact of any given intervention is. And consciously modelling culture, as the new Code indicates, both through behaviours and making explicit reference to the desired cultural dynamic, is a critical and perhaps less appreciated role for chairs and between chairs and heads of institution.
Governance culture, ultimately, should be viewed as a risk of sorts – but one that if well-managed can open up positive opportunities for boards to build flourishing relationships, support institutional innovation and transformation, and find a constructive balance of accountability and support for the executive team. That doesn’t mean that there won’t be tensions, both structural and cultural, but hopefully, that the tension can act as a positive spur to effectiveness, rather than a source of stress.
This article is published as part of a partnership with Mills & Reeve. The authors would like to thank the colleagues who attended the round table to discuss board dynamics during times of strategic change.
