After almost twenty years of sitting “ex-officio” as a staff member on a series of Boards of Trustees, Governors, and Directors, I have found myself over the past two years sitting as a full member on the Boards of two non-CAIS independent schools. Needless to say, I have managed to commit all of the “sins” of poor governance that I have been hectoring Board members across the country about for years! But, having now sat on both sides of the table, one issue still remains a mystery to me. How can a Board rationalize having “regular” meetings in closed session without its CEO?

In most of our schools, the Head of School is an ex-officio, non-voting member of the Board. Board by-laws usually designate that the Head or her or his designate should be invited to all full Board and Committee meetings. In practice however, almost forty percent of our schools have now introduced what has been termed the “corporate” practice of holding closed sessions without the Head. Most people know my view on this, I am a firm believer that when discussions are being held on Head performance or compensation, they should be, by right, held in “closed session”. Having said that, unless the school is in a state of perpetual crisis, those discussions should probably take place only once per year. So, what is going on at the other seven or eight meetings when the Board devolves in to closed session and asks the Head to leave? In my conversations with Chairs and Board members across the country, the general answer that I get is that this is an opportunity for Board members to speak their minds about issues pertaining to the school without the Head present. Clearly this is not an exercise in fact-finding. If it was, the one person who might have the answer should not be asked to leave the room! Nor, could these discussions be described as strategic. What Board would want to enter into discussion of issues of long-term significance to the school without their CEO present to listen to the arguments and get, first-hand, a sense of Board consensus? The implication is that in actual fact, these are opportunities for criticism of the way things are going and, in fact, represent an on-going critique of the Head’s performance.

Why not have the Head there to hear these concerns? I have heard two explanations. The first is that some Board members might feel shy or intimidated about speaking their minds in front of the Head. If this is the case, there is no question but that you have the wrong people on the Board! If they are unwilling or unable to carry out their fiduciary responsibilities as part of the normal business of the Board, then they should step down. The second rationale expressed is a concern, expressed by some current parent Board members, that an implied criticism of the Head might result in recriminations for the student or parent in their dealings with the school. If this is actually the case, then clearly you have the wrong Head! 

In either situation, what often happens is a meeting that is little more than a sharing of rumour and innuendo, or the asking of questions that need to be referred back to the Head for an answer. This usually means that the Board Chair becomes the conduit for what is now “anonymous” comment which is then expressed back to the Head out of context with the expectation of some kind of response (or defence). This approach would seem to work directly at odds with basic Carver principles of trying to avoid any practices that interfere with the direct relationship between the Head and the full Board and are at odds with the practices of good governance.

That is not to say that there are not good Boards who try to manage this process in an effective and positive fashion. Those closed sessions are structured around a pre-determined agenda (not just an “around the room”) and produce formal minutes. A skilled Chair will ensure that discussions are not centered around the latest issue making the rounds of the cocktail party circuit or the parking lot mafia but will rather focus on matters of substance that relate to the strategic objectives, mission and vision of the school.

Some Boards have argued that the holding of closed sessions at the end of every meeting removes some of the potential anxiety which such a practice might create in the mind of the Head. On the other hand, if the majority of these sessions usually last five minutes (nothing to discuss) and then one month it goes on for two hours, the level of CEO angst will undoubtedly be increasing exponentially with each passing minute.

What about the argument that this is the “corporate” model and it is intended to ensure that the CEO isn’t controlling the conversation at the Board table or the information flow to and among Directors? To begin with, most corporate Boards meet with far less frequency that do the Boards of independent schools. When you are only getting together quarterly, there is good reason for the “independent” directors to meet to discuss issues. One corporation describes the process this way: “executive [closed] sessions are held at the conclusion of each regular Board meeting, and at such other times as the non-management directors may determine, without the CEO or any other member of the company management present, to review such matters as may be appropriate such as the report of the outside auditors, the criteria upon which the performance of the CEO and other senior managers is based, the performance of the CEO measured against such criteria and the compensation of the CEO.” In this case, this corporate Board is acting precisely in the way that we would expect to be best practice for our independent school Boards. The scope is clearly limited to performance review and compensation issues and is based on an examination of the specific criteria used to measure both.
Boards of independent schools do not operate in a bubble. Nor are they dependent upon the Head to bring any information to the table. Closed sessions at our schools may be a product of knowing too much and the difficulty that some Board members have in filtering out nattering from legitimate concern.

The next time you are looking at this as a Board I would suggest that you ask yourselves a couple of questions:
What issues about school performance could we discuss more effectively without the Head present?
Do we have a situation where some Board members are afraid to speak their minds in front of the Head? If so, then isn’t this either a governance or a personnel issue that should be addressed openly and resolved?

By the way, the two Boards that I sit on don’t have “executive sessions”. Too bad, because I have got some great dirt to share!
 

Dr. Jim Christopher, Exective Director, CAIS

At the regular January meeting of the CAIS Board of Directors in Vancouver, the Board received, with regret, the news that Andrea Pennells would have difficulty in completing her term as Director due to both school and outside commitments.

It was decided at the meeting to ask Dr. Jim McConnell, Head of Stratford Hall School, if he would be interested in completing Andrea’s terms as Western Head representative on the Board. Jim had been previously nominated for the position in the fall. Fortunately, Dr. McConnell agreed and took part in his first Board meeting in early March.

Following is a brief biography of the newest member of the CAIS Board:

Jim started his teaching career at Strathcona - Tweedsmuir, eventually becoming Deputy Head. In 1992 he moved to Crofton House as Deputy Head and Director of the Senior School. In 2000, Jim became the founding Head of School at Stratford Hall. Along the way he also earned an MA and a Doctorate, both in educational leadership.