Tuesday, April 17, 2007

UI Held Hostage Day 451 - Open Letter to Regents

April 17, 4:40 p.m.

An Open Letter to Regents on "Governance"

New Regents, congratulations on having made it past the Iowa Senate Republicans and on to the Board of Regents. (If you think it was tough with none of you coming from western Iowa, just wait until those Senators find out that Coach Lickliter has no one on the Iowa basketball team from anywhere in Iowa.)

And all Regents, thank you for agreeing to serve on one of Iowa's most significant Boards. As I used to say of service on our local school board, "You may not get any pay, but at least you get a lot of grief." You are good to give of your time and considerable talents to such a task.

I'll ask your forgiveness in advance for my presuming to supply you with any suggestions at all. Each of you is bright, experienced and thoughtful, and you'll work your way through what you have to do with skill.

But there's an elephant in your board room that the prior board seemed not to see, and I just wanted to warn you to be careful not to step in the mess it can create.

You may think that your major challenges are the selection of a UI president, the drafting of a "strategic plan" (or President Gartner's "vision" statement), or his new "ethics" plan. In my opinion, those are, if not easy, at least secondary to your toughest challenge.

Your toughest challenge? Thinking through, agreeing upon, and putting in writing your governance plan, or model. This is tough work; the kind of thing that causes little beads of blood to form on your forehead and fall onto your keyboard. Believe me, I participated in putting our school board through this exercise. It wasn't easy. It took time. But it paid dividends many times over.

The mere fact that each of you is an outstanding individual -- knowledgeable, caring and bright -- does not mean that when you come together and act as a board that the results will resemble anything done by people who are knowledgeable, caring and bright. You may have seen this poster about "Meetings," with the caption: "None of us is as dumb as all of us." [Credit: Despair, Inc.] One of our nation's major gurus of governance, John Carver, puts it this way in defining boards: "boards are incompetent groups of competent individuals." Or you may have heard the definition of a camel, as "a horse built by a committee."

Want an analogy? Imagine the creation of a new building. Imagine bringing together some of the world's best entrepreneurs, financiers, architects, engineers, contractors, and craftspeople. That will not be enough to do the job. To succeed they will need a set of understandings regarding who is responsible for what and how they are going to work together. It's going to be somewhere between difficult and impossible to finish their project on time and under budget if the owner keeps changing the architects' plans, the bank loan officer thinks the contractor should use less steel reinforcing rod, and the craftspeople have their own ideas about electrical systems.

John Carver's governance model is not the only one, but its basics will be found in one form or another in all. His has been used to streamline and simplify the governance of Fortune 500 for-profit corporations, global non-governmental organizations (NGOs), local school boards and other governmental agencies and commissions.

Admittedly, conceptualizing the Board of Regents' governance model is a little more difficult -- which makes it more urgent, not less, that you have one. A for-profit corporation may have a number of stakeholders -- shareholders, employees, customers, the general public and its elected representatives. But it's relatively easy to identify "the board" (which is the corporate board of directors) and "the CEO" (which is the corporation's "president").

In your case, "board" and "CEO" roles and responsibilities are scattered among the Iowa legislature and its committees; individual Board of Regents members (including the Board's "president"), the Board as a body, and its staff; the presidents of the Regents' institutions; and -- in accordance with a widely agreed upon national model -- the "shared governance" with those institutions' faculties.
[The American Association of University Professors is the nation's preeminent organization of the teachers in higher education. Since 1920 it has had some version of its current AAUP, "Statement on Government of Colleges and Universities," October 1996, supported by universities' governing boards and faculties alike. For example, it provides, with regard to hiring university presidents, that "The selection of a chief administrative officer should follow upon a cooperative search by the governing board and the faculty . . .."]
But the basic governance principles are still applicable, even if they must be modified.

Carver says in his books that most boards find themselves somewhere along a continuum from "micro-managing" on one end to "rubber-stamping" on the other, and that they should not be anywhere along that continuum. As he notes (in the article of his linked from my governance Web site, cited below), "Much of what is published for boards . . . teaches [board members] how to do the wrong things better. . . . [B]oards don't need improvement so much as total redesign . . . for governance is the least -developed function in all enterprises."

So if most boards are engaged in doing the "wrong things," if they need "total redesign," what are the "right things" and what is that better design?

One can't adequately summarize a couple of books in a couple of pages, but Carver identifies four basic areas of focus for boards. One is what he calls "ends policies" and many people would call "measurable goals." Another is "Executive Limitations," by which he means an articulation of what the CEO is forbidden to do. The two, together, constitute the CEO's job description, and the standard by which his or her performance is measured. The Board does not sit in judgment, approving or disapproving whatever the CEO wants to do. (This is sometimes characterized as "go until we say 'stop,'" not "stop until we say 'go.'") The Board sets the measurable goals and then leaves it to the CEO to reach them -- so long as he or she does not violate the "executive limitations."

The Board of Regents already does some of this with "strategic plans" and "goals" for its institutions' presidents. (See, for example, "2004-2009 Strategic Plan of the Board of Regents," which, while largely hortatory and devoid of measurable goals, anticipates such might be developed.) One of the most relevant sections of its "Policy Manual," Chapter 6, "Academic Policies and Procedures," is "Under Revision." Although the Board may also have addressed the equivalent of "executive limitations" I am not aware it has done so. But see, e.g., Regents' Policy Manual, Chapter 7.02, "Code of Business and Fiduciary Conduct," (3) "Compliance with Law.")

It is the other two of Carver's basic areas of focus where (so far as I know) the Board of Regents has done much less: "Board Governance" and "Board-CEO Linkage." Both of these areas involve a Board's establishment of limitations upon itself. Our school board's "Board Governance" policy had sub-sections on such things as "Governing Style," "Job Description," "Officers' Roles," "Code of Conduct" and "Board Planning Cycle."

As a part of our "Board-CEO Linkage" policy we agreed to give instructions only through our CEO (the "Superintendent"), and that "only decisions of the Board of Directors acting as a body are binding on the [CEO]."

It is this notion that a Board should only act as a Board that the Board of Regents might wish to consider. At the present time it is not clear to the institutions, their administrators -- and the public, for that matter -- whether when the president of the Board speaks he is speaking for the Board or only for himself, and if the latter what weight the Board as a body would expect the institutions to give to what he says.

Moreover, it is often the case that the issues he speaks out about are the sort of thing that might better be delegated to the university's president (to be further delegated two or three layers more), under whatever "ends policies" the Board might desire, rather than be treated as administrative details to be managed by the Board.

This is not to say that the Board might not want to get information by way of management information reporting systems regarding matters beyond those that relate to its "ends policies" (or "goals") -- as well as those that are related to goals. Board members may find that a useful way of keeping generally well informed about what its institutions are doing. But that is far different from then getting involved in, and taking action with regard to, the details of specific cases.

Here is a brief excerpt along these lines from
a Des Moines Register op ed column by Mark Schantz, who previously served as general counsel of the University of Iowa, solicitor general of Iowa, as a member of the First in the Nation in Education Commission, and is currently teaching at the University of Iowa College of Law. The full column is linked from some of the blog entries mentioned below.

"Which decisions should be made by the Board of Trustees? Very few, if the trustees have the university's best interests at heart. The board should be concerned mainly with decisions that define vision and goals, and whether the president and his coterie of top-level officers are achieving their goals. In the long run, these may well be the only decisions that any university governing board should make.

"This is the advice given to all trustees by the Association of Governing Boards of Universities and Colleges, which includes trustees of public institutions often known as 'regents.' In the same vein, a board president should see herself as the presiding officer of a collective governing board, not as an executive officer superior to a university president."
I have a Web site devoted to the John Carver model and what the Iowa City Community School District Board did in implementing it within our District. Nicholas Johnson, "Board Governance: Theory and Practice," 2001. It provides the names of Carver's books and, perhaps of greatest and most efficient immediate use, a link to the full text of a much more succinct summary of them in one of his articles.

Prior entries in this blog, dealing specifically with Regents governance, include Nicholas Johnson, "Regents-Faculty Relations and 'Governance,'" in "Understanding the University of Iowa," "UI Held Hostage Day 429 - March 26," March 26, 2007; Nicholas Johnson, "'Shared Governance' and Creativity" in "Commentary - Dec. 28: Setting the Record Straight," "UI President Search XVIII - Dec. 26-31," December 26, 2006; and Nicholas Johnson, "The Regents Governance Model is Broken and Needs Repair," in "The Grievances, the Problems, Need to be Explained," "UI President Search IX," November 28, 2006.

Your tasks as Regents are tough enough under the best of circumstances. Working away at them with little agreement as to how you intend to govern yourselves, and relate to your institutions -- let alone not being able to answer the question "How would we know if we'd ever been 'successful'?" -- just adds a full measure of avoidable complexity and strife.

Thanks again for agreeing to serve, and good luck.

UICCU and "Optiva"

The UICCU-Optiva story is essentially behind us. There may be occasional additions "for the record," but for the most part the last major entry, with links to the prior material from October 2006 through March 2007, is
"UICCU and 'Optiva'" in Nicholas Johnson, "UI Held Hostage Day 406 - March 3 - Optiva," March 3, 2007.

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[Note: If you're new to this blog, and interested in the whole UI President Search story . . .

These blog entries begin with Nicholas Johnson, "UI President Search I," November 18, 2006.

Wondering where the "UI Held Hostage" came from? Click here. (As of January 25 the count has run from January 21, 2006, rather than last November.)

For any given entry, links to the prior 10 will be found in the left-most column. Going directly to FromDC2Iowa.Blogspot.com will take you to the latest. Each contains links to the full text of virtually all known media stories and commentary, including mine, since the last blog entry. Together they represent what The Chronicle of Higher Education has called "one of the most comprehensive analyses of the controversy." The last time there was an entry containing the summary of prior entries' commentary (with the heading "This Blog's Focus on Regents' Presidential Search") is Nicholas Johnson, "UI President Search XIII -- Last Week," December 11, 2006.

My early proposed solution to the conflict is provided in Nicholas Johnson, "UI President Search VII: The Answer," November 26, 2006.

Searching: the fullest collection of basic documents related to the search is contained in Nicholas Johnson, "UI President Search - Dec. 21-25," December 21, 2006 (and updated thereafter), at the bottom of that blog entry under "References." A Blog Index of entries on all subjects since June 2006 is also available. And note that if you know (or can guess at) a word to search on, the "Blogger" bar near the top of your browser has a blank, followed by "SEARCH THIS BLOG," that enables you to search all entries in this Blog since June 2006.]

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Media Stories and Commentary

See above.

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