Board of Directors Oversight: Do’s & Don’ts PART TWO

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board of directors oversight

Can you comment on board member term limits and how that relates to board makeup and longevity?

There is a reason for term limits in academia. Some institutions allow for a return after a hiatus of one year. In general, I favor the principle of fixed term limits. Six is reasonable.

Many not- for-profit boards resist asking a member to step away for two reasons. They find it difficult to do so to someone who, through longevity, has become a friend. Secondly, they worry about losing the financial support.

A board’s first responsibility is to the institution. If the institution is being administered well then the financial support will continue. Trustees need to take a break as well, despite the desire of some to stay on.

New ideas and energy are essential for the lifeblood of every institution. In my opinion, a hiatus of three years would be appropriate before returning to a board. If the former trustee is still willing to be engaged after three years, then it is a healthy situation for all. If interest faded after three years, the institution is best served looking elsewhere.

 

What experiences influenced you to manage your board the way you did?

Many things in my life helped shape the way I work in a team. I played team sports in high school and college. I also had a formative experience in the navy as a midshipman.

I worked on and directed an archaeological excavation where, by its nature, teamwork was essential for a successful season.

In my professional life, I have found that most things are accomplished through successful interactions with other individuals, and they involve working together, often with some compromises.

I have seen CEOs work successfully with their boards, where there was mutual respect and trust; however, other situations were less successful and those often revolved around a sense of suspicion and lack of respect of one party for the other.

 

Who were your mentors along the way?

For me, the term “mentor” assumes a formal relationship between a master and student. I didn’t have too many of those, though one of my professors in graduate school was very helpful and took me under his wing. He was open about his successes and was willing to share his insights on numerous topics. He supported my efforts greatly and in doing so gave me confidence.

In many ways, I think I had many informal mentors as I learned from others in leadership roles with whom I worked by observing their successes and failures. I think I learned something from every trustee on my board, either how to do it successfully or how not to do it.

In administration at Franklin, I learned much from my first chairman, Otto Kaletsch. It was easy because he was so open and honest about his own shortcomings and he was able to accept criticism dispassionately. We communicated weekly and he was not afraid to tell me when he felt I may have strayed, though he always did so kindly.

I admired him tremendously. He was a great listener and he was open to differing opinions. He was a very humble man yet he could also act decisively. He had an enormous sense of responsibility to the institution and to his role as Chairman of the Board.

During the early years of my presidency, when the school was in a fragile state financially, he kept the board together by his strength and conviction. He was able to command the respect of his colleagues. That is difficult to define but some people have that ability. Some call it gravitas but it’s more than that.

I also learned much from my second chairman, Paul Lowerre, who was very different in personality. He was younger than me and so it might seem odd that he was a mentor but I learned that his calm approach was also very effective. Like Kaletsch, he took time to reflect before acting. He was a very fair individual in dealing with others and, like Kaletsch, he was a generous and open person. He remains a good friend.

 

When you were at Franklin College of Switzerland, how many board meetings were there each year? Where were they held?

We had three meetings a year, two in NYC and one in Lugano, Switzerland. The difficulty in some ways was that the board in general was far removed from the operational location and couldn’t get to campus often.

They were at a distance from the heart of the operation. Some have observed that as a good thing. Perhaps it might have been better to have four meetings, as the results of the meetings when everyone could get together both socially and operationally was very effective in fostering collegiality and bonding.

The board worked as a very cohesive unit in the early years. We were also smaller, which made a difference. Sometimes a board can be too large for the size of the institution and its operation. It affects the atmosphere of trust, respect and a commonality of vision that comes with close relationships.

When a board is separated in location and even time zones, it requires more effective and frequent communication so everyone is on the same page and engaged. It’s much easier to keep up momentum and energy sparking off one another when everyone is in the same city.

There must, of course, be a balance. You don’t want trustees meeting every weekend over drinks without the CEO to discuss the inner workings and problems of the institution. That leads to a confrontational relationship of us-them and I have seen that before.

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