RALEIGH (March 10, 2021) – Whether in the corporate world or higher education, experienced board members know governing an institution and running it are two different things. 

And they don’t mix the two.

As we revisit our 2020 Making Governance Work series, we’ve heard multiple experts say a university board must follow best practices of board management to ensure independence and avoid micromanagement.

“Are you governing the institution and not trying to administer the institution?” Belle Wheelan, President of the agency that accredits colleges and universities in 11 Southern states, asked in our recent Making UNC Governance Work webinar. 

“The board should say, ‘This is the end result that we want to see,’ and then leave the president and the administration alone to get it done,” Wheelan said. “I tell board members all the time, ‘You have one employee, and that’s the CEO. And if you don’t like the job that the CEO is doing, then you fire the CEO.”

“It’s also tough when you’ve been appointed to that position to carry the water of the people who appoint you. And many times that happens as well, which starts blurring the lines of administration and governance,” Wheelan said.

Wheelan acknowledged that it’s difficult for a board member to say “no” to a demanding legislator – but it’s important.

“You may not get reappointed, but you will leave with your integrity and you will have protected the integrity of the institution, which is indeed what we expect board members to do,” she said.

Former Bank of America Chairman and CEO Hugh McColl is no stranger to governing boards. But he said  our state’s public universities need room to operate.

“That means politicians should be less involved in university affairs,” McColl wrote. “Recently, legislators have become more involved in university operations and decisions. I understand why they might want to increase oversight of our universities but it’s clear to me that those efforts have backfired. Our universities need less political interference.

“It also means Board members, primarily at the (UNC System) Board of Governors, need to interfere less in university operations. Board members are there to hire and fire a CEO. They are there to make and review overall policy. And they are there to work with the CEO on overarching mission so the enterprise is in agreement on the strategic direction,” McColl wrote.

“That’s it. Everything else is not part of the Board’s job.”

Winston-Salem businessman Don Flow – a former Chair of Wake Forest University’s Board of Trustees – said board members must keep their eyes on the horizon, not seize control of the institution’s rudder.

“A Board must be focused on its fiduciary duty, enabling the institution to achieve its mission. Individual members of a Board must prioritize the mission of the institution over any personal agendas,” Flow wrote.

“De-politicization of the selection process must be paired with better governance practices on the board itself. The Board governs, it does not manage the UNC system. When a Board intervenes in management, it drives away executive talent because it diminishes the voice of leadership at each institution.

“Any board that engages in operational details will always undermine the President, no matter how good the intentions may be. A President runs the operation, and the Board holds the President accountable. Any other setup is unsustainable and detrimental,” Flow said.

In a 2017 presentation to the Board of Governors, Wheelan too emphasized that board members shouldn’t take matters into their own hands.

“When boards start micromanaging, you’re stepping out of your lane and it gets my attention. And then I have to come back in a different capacity,” she said.

“As an individual board member, you have absolutely no authority as far as we’re concerned,” Wheelan said. “Your authority comes as the board of the whole. And so we ask you to work together to try to get things done, rather than a small group trying to run stuff.”

Former Board of Governors Chair W. Louis Bissette Jr. stressed that board members must remain independent from the legislators who appoint them.

“The University System’s Board of Governors owes its fiduciary duty to the System. Its duty of loyalty is to the institution it represents, not the institution that appoints its members, the General Assembly,” Bissette wrote.

In our recent webinar, Bissette noted the UNC System has relatively short terms for board members, at four years, while the average among peer institutions is seven years. He suggested that eight-year terms might give board members more distance from legislators.

“It does give that board member more independence,” he says. “Instead of coming back up for reappointment or re-election within four years, now it’s eight.”