In a survey I conducted of Canadian university governance professionals in 2021, 65% of those responding agreed that if their roles were better understood and valued, they could make more of a contribution to effective governance of their institutions. The survey was conducted amongst university governance professionals across Canada. These results are consistent with my experience – the role of the university secretary is not well understood and with greater appreciation for the leadership it can provide, university governance will be more effective. The university governance context is particularly complex, and it is for this reason that I’ve described the governance professional as the “board’s best friend”.
The alignment between the work of university governance professionals and the board
While governance professionals report operationally to the president and CEO, their ultimate client is the university, and their focus is on effective governance. Suggesting as some have, that because they report to the president, they lack independent insight and perspective is simplistic and ill-conceived. The governance role requires taking a pan-organizational view. This perspective gives employees occupying the role a distance and a neutrality that enables them to rise above the fray. The senior governance professional is the university’s (and the board’s) only resource whose role is to focus on governance effectiveness. Put another way, the governance professional’s role is to ensure effective decision-making and accountability in the work of the university for all of those involved in university governance.
The responsibility of the governance professional to the whole organization and to safeguarding the system of governance makes them essential board resources. Governance professionals understand the complex system of university governance. They understand that their role is to support each governance player (board, senate, president and administration) to play their role effectively. For the board, this means assisting the board in its role in oversight and strategy, ensuring that there is a work plan that sees the board fulfilling its obligations over the course of time and that ensures that the board receives the information it needs (both substantively to make decisions, and contextually to understand the university and the context of those decision). In these tasks, the governance professional requires diplomacy and leadership skills to serve as a governance liaison between the board and the rest of the organization. In the vast majority of universities in Canada, it is the board who is responsible for the governance system – it makes sense then that the board would have a close relationship with the senior employee responsible for the governance system.
How does the board preserve independence and diligence?
The board preserves its independence from the president and senior leadership by clearly understanding its oversight role and ensuring that it fulfils it. Those of you who have heard me speak know that I ground the board’s role in a solid understanding and practice of fiduciary duty. Fiduciary duty requires engagement, attendance, reading materials, working to understand the organization, asking good questions etc. If you live fiduciary duty you will act to preserve your impartiality and independence such that you can properly assess the performance of the president and the organization. Getting the right information is crucial. Governance professionals are charged with supporting the board in all of its endeavours. They work within the university to ensure that the board gets the information it needs to perform its functions.
Maintaining board independence from the president
What about the president and CEO? Of course, the president and CEO is the board’s primary employee and I’ve written elsewhere that boards should strive to support the president, particularly as the role of university president is a difficult one. The university president is a governance lynchpin sitting as the role does on the board, leading administration, and most often chairing the academic governing body. At the same time, the board should be ever mindful that it is ultimately responsible for the university and its job is to manage the president’s performance. The board must ensure sufficient independence from the president that it can remain objective and impartial. Remember that presidents must navigate the tension between objectively and honestly reporting on the progress of the organization and ensuring that the board has a positive impression of the president’s performance. This is a conflict of interest that is mostly mitigated by having presidents who have the leadership skills and integrity to rise above their own interests when needed. Most presidents do lead with integrity, but presidents suffer from motivational blindness and the dominance of the “want” self as much as the rest of us ( https://hbswk.hbs.edu/item/blind-spots-were-not-as-ethical-as-we-think). Although this is an issue that no one wants to talk about lest it appear that the board does not support and trust the president, the realities of the dynamic must be faced while maintaining full respect for the presidential role. The board must mitigate this very real conflict through independence from the president and through diligence.
Supporting effective governance by supporting university governance professionals
The role of university secretary is a difficult role that involves navigating personalities, interests, and politics. The university secretary is often pulled between senior administration and the governing bodies trying to navigate ensuring that the governing bodies are effective and maintaining relationships with those who may not appreciate the oversight role of the governing bodies or want to cooperate in the necessary processes or to provide them the information that is needed. Believe me, this tension is real and plays out daily. For these reasons, board chairs and boards (and senates too) should strive to support those working in governance roles. The university board should be very involved in decisions to hire and terminate these individuals, should ensure that there is a reporting relationship to the board, and finally should ensure that these individuals are supported to implement processes that support the board’s independence and independent decision-making. In the survey mentioned above, 100% of senior governance officers report to the president, and almost 60% also report to the board chair. To ensure a reinforcement of the expected neutrality and governance focus of the role, there is clearly some progress to be made in increasing the numbers of governance professionals reporting to the board chair.