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Association of Governing Bodies (US) Publishes Introductory Guide

18 Feb 2019 | David Williams The Association of Governing Bodies, representing governing bodies in the United States, has published an introductory guide for members of college, university, and system boards.

The Association of Governing Bodies, representing governing bodies in the United States, has published an introductory guide for members of college, university, and system boards. The guide is likely to be of interest to members of governing bodies and professional staff who support Governors in the UK.

Founded in 1921 and representing American higher education providers, the Association of Governing Bodies (AGB) has some 1,300 boards as its members.

The AGB has issued a new publication entitled Higher Education Governing Bodies: An Introductory Guide for Members of College, University, and Systems Boards. The guide details the essential responsibilities of governing bodies and highlights the fiduciary duties of board members.

Despite a number of differences in the terms and systems of Higher Education operating in the United States (US) and the United Kingdom (UK), there is significant common ground went it comes to governance. The guide offers UK readers a useful perspective on many aspects of higher education governance and the responsibilities of Governors.

While the term is little used when discussing Higher Education governance in the UK, reference to the board’s (the governing body’s) and individual members’ fiduciary responsibilities is the theme which runs throughout the new publication.

Each individual member of a board is a fiduciary: a trustee. ‘The board itself bears the fiduciary responsibility for the institution it governs.’ Further, ‘while differences in institutional type may account for differences in how a board carries out its governance responsibilities, the responsibilities are essentially the same for all institutions.’

The majority of the guide focuses on the role of the board as a corporate body, providing an overview of its fiduciary responsibilities. These are:

  • Establishing, disseminating and keeping current the mission;
  • Selecting and supporting the President (Head of Institution);
  • Periodically assessing the President’s performance and reviewing their compensation;
  • Charging the President with the task of leading a strategic planning process, approving the strategic plan, and monitoring the progress;
  • Ensuring the institution’s fiscal integrity, preserving and protecting its assets for posterity, and engaging directly in fundraising and philanthropy;
  • Ensuring the quality of the education;
  • Safeguarding both the autonomy of the institution and the related tradition of academic freedom;
  • Ensuring the current policies and processes of the institution remain current and are properly implemented;
  • Engaging regularly with the institution’s major constituencies; and
  • Ensuring that is business is conducted in an exemplary fashion, that its governance policies are kept current, and that the performance of the board, its committees, and its members are periodically assessed.

The remainder of the guide discusses the fiduciary duties of board members and officers of the provider. The guide points out that ‘board members and officers must understand that while they hold fiduciary duties individually, the act collectively as a board.’

The fiduciary duties of members and officers are:

  • The duty of care: the need to ‘carry out their responsibilities in good faith and to use the degree of diligence and care, and skill that ordinarily prudent persons would reasonably exercise under similar circumstances in like positions’;
  • The duty of loyalty: ‘to act in good faith and in a manner that is reasonably believed to be in the interests of the college or university and its nonprofit or public purposes, rather than their own interests or the interests of another person or organisation’; and
  • The duty of obedience: ‘to ensure that the college or university is operating in compliance with the law.’

The AGB’s guide provides a helpful set of perspectives for members of governing bodies in the UK and those who support governing bodies. The essential responsibilities and fiduciary duties of members provide many points of commonality with the requirements and practice of governance found amongst providers in each of the devolved nations of the UK.

The guide can be directly purchased from the AGB’s website, although is currently only available in hard copy form.

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