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Board secretaries – the unsung heroes of institutional reputation

by Susie Hills | Feb 7, 2020 | Governance & Policy

This article by Susie Hills was first published by AHUA in spring 2019, ahead of their Annual Conference.

It’s been a winter of VC departures, with worrying stories of bullying cultures and conflicts of interest. These stories are playing to background media music that is painting the sector in a poor light. In turn, it’s feeding political noise around the need for greater regulation.

How many institutions could be sure that if the media cast its light on them there wouldn’t be even a whiff of a negative story, which could grow under external gaze into a full-blown storm?

While it may be the job of communications directors to handle any negative stories that emerge, the true protectors of an institution may actually be the board secretaries. Their role is to help ensure the many issues that may emerge in a complex institution are properly handled through the right governance procedures. Each of the recent stories to hit particular institutions have a governance element in play. Have conflicts of interest been properly handled? Have serious issues been effectively escalated? Are the right processes in place for nominations?

Given the pressures on board secretaries, they need to use all the tools they have at their disposal to ensure they are diligently fulfilling their role in a sector facing unprecedented change and scrutiny. One of the most important tools at their disposal is the external review.

Guidance from the Committee of University Chairs and Office for Students points to the need to review every four to five years. However, it might be hard to be sure that governance is in truly good health if the review was as long ago as two or three years ago, and wasn’t conducted by an external reviewer. Indeed, it is surprising that many institutions have never had an external review given the changing expectations around governance in the sector.

An external review should be more than a compliance tick box exercise; it should help you to develop your governance practices to ensure that you are compliant: managing risk, monitoring performance, understanding culture and developing longer-term strategy. It may be one of the most powerful tools you may have in protecting your institution from reputational risk. After all, if a governance issue emerges and you have never undertaken a review, then you have no way to show how you have developed and improved your governance practice.

A good review will help you to answer questions such as:

  • Do you have the right minds around the table?
  • Do you have a diversity of views?
  • How are students, staff and other stakeholders’ voices heard?
  • Is the right information being considered at the right time?
  • Are the right benchmarks in place?
  • Are the meetings working?
  • Is the right committee structure in place?
  • Are there the right levels of consultation?
  • How good is communication?
  • Is there a culture of transparency?
  • Are there the right levels of accountability in place?
  • Is communication and consultation effective?
  • Are we monitoring performance effectively?
  • Do we have the right skills around the table?
  • Is our governance supporting the delivery of our strategy?
  • Do we have effective risk management?
  • Is our financial governance robust?
  • Is our remuneration policy and practice compliant?

The recommendations emerging from an external review should help to provide a framework for strengthening governance, managing risk and protecting the reputation of an institution. It should equip a secretary to fulfil their role with confidence and authority. Indeed, it may enable a secretary to raise issues and make changes which have previously proved ‘too difficult’ by providing supportive evidence and offering a practical way forward. It should also enable board members and senior leaders to feel assured that they are following best practice and help protect their reputations.

Seeking an external review should not be prompted by a fear of failure and noncompliance – most institutions will be compliant. It should be about aiming for best practice and governance that supports your institution to thrive in uncertain times, driven by the desire to spot issues early and protect the reputation of the institution. It is a powerful tool and is simple to deploy.

Susie Hills is Joint CEO of Halpin, the home of experts in higher education governance.