Inside the boardroom: trustees elucidate role at the College

When students speak of “the administration,” they are often referring partly to an entity that is only on campus four times a year: the Board of Trustees. According to the Laws of Williams College, the “President and Trustees” bear ultimate legal responsibility for the College’s mission and operations. The current Board comprises 23 alumni of the College. These 15 men and eight women span nine U.S. states, two countries, more than three decades in class years and myriad industries – including finance, film, academia, museums, consulting, law, medicine, advertising and philanthropy.

“The Williams model is a shared governance model, with the board, the faculty, staff and students,” said Greg Avis ’80, chair of the Board. “It’s a model that works very well.” Avis, who was a political economy major and is managing director of the private equity investment firm Summit Partners, added that the two primary duties of the Board are fiduciary responsibility for College resources and hiring the President, who reports to the Board.

Recently, Board decisions have included hiring President Falk and increasing faculty and staff compensation by 2 percent for 2010-11 (“Faculty, staff to receive 2 percent raise,” April 21). “The way I see it is that the Board of Trustees is really engaged in governance of the College, and not management,” said trustee Joey Horn ’87. “We’re overseers of the big picture, not the day-to-day affairs of the College.” Horn, a biology major who currently works as an independent board director for publicly listed oil and gas companies in Norway and Southeast Asia, joined the Board last July and is its newest member.

Other Board responsibilities are geared toward the core task of financial stewardship in line with the liberal arts mission. Among these tasks are strategic management of facilities, such as the deferred Stetson-Sawyer Building Project, as well as long-term planning, as with the 2020 planning exercise a few years ago. “The 2020 process examined what we need to focus on as an institution,” said trustee Laurie Thomsen ’79. “A lot of things that came out of it were put into motion, while others are on hold because of the economic crisis.” Thomsen, an art history and economics major who now works part-time at a venture philanthropy firm, cited a pass/fail option as one proposal discussed at 2020. This proposal in turn contributed to the Gaudino grading option, which will be offered starting next year. [The “pass/fail proposal] got a life of its own when the faculty took charge of the planning,” she said.

Operating procedures

Such collaborations are the rule rather than the exception for governance at the College. Foremost is the Board’s partnership with the President. “Our number one priority now is to work with [President] Adam [Falk] and support him in the successful presidency that we know he’s going to have,” Avis said.

Falk, in turn, noted that “one of the real attractions of coming to Williams was the opportunity to work closely with such a remarkable group of people” who are on the Board. “The Board works very hard, it is diverse in a variety of ways – different class years, professional backgrounds, personal identities – and it is committed to the health of Williams above all else,” Falk said.

Additionally, the Board prioritizes relationships with faculty and staff. “If you draw a thick line between the board and the rest of the institution, you have a less effective board and institution,” Avis said. “Members of the board are encouraged to establish relationships with faculty, staff, and students so that, when issues come up, there are pre-existing channelsfor healthy dialogue. We still have a ways to go, but we’ve made great progress.”

Bill Wagner, who has worked with the Board both as current dean of the faculty and former interim President, called his five years of working with the Board a “very positive” experience. “They have been extremely effective and thoughtful partners in working collaboratively with the College administration to ensure that Williams remains an exceptional and forward-moving institution,” he said.

Students also have a role in the decision-making process. “Students are the reason we’re there in the first place,” Horn said. “Student input is enormously valuable to the board and it’s given detailed consideration, but in conjunction with faculty and staff input.” Horn noted that she was “incredibly impressed” by the students on the honorary degrees committee. Similarly, Avis lauded Lizzy Brickley ’10 and Alan Arias ’10, who were members of the presidential search committee last year.

Brickley reciprocated the enthusiasm. “The Trustees understand Williams not only in the context of higher education at large, but they are also impressively connected with the more subtle rhythms and challenges of the day-to-day life on campus,” she said. “It was inspiring to get to listen to the stories of their lives as students and of the struggles and successes that shaped the path that led them to their own best lives after Williams.”

Apart from Board committees, another point of contact between students and the trustees are the dinners that the Board occasionally has with current students. Thomsen called dinner with students “one of [her] favorite parts of working on the board.”

These dinners with faculty, staff or students are typically the first component of the Board meetings that take place on campus every October, January, April and June. The weekend meetings often begin with dinner and informal meetings on Thursday. On Friday, most of the 11 Board committees meet separately. Every Board member serves on three of the committees: executive, nominating, audit, governance, degrees, investment, faculty and instruction, budget and financial planning, operations and planning, institutional advancement (alumni and community affairs) and student experience. Later in the day, there is usually one full-board session, called a plenary, and a working dinner. The Board weekend ends on Saturday, after a session with the senior staff to talk about major issues that came out of committees, and then an executive session first with the Board and President and then the Board only. The president of the Society of Alumni, currently Sarah Mollman Underhill ’80, attends Board meetings by invitation. All Board members also participate in monthly hour-long phone updates with the President. In addition, the executive committee and investment committee meet in Boston four times a year.

These interactions are crucial in enabling the Board to grapple with dynamic circumstances. “Over the past decade or so, Williams has become more complex in many dimensions – and that, too, changes the role of the Board,” said Steve Harty ’73. “The current financial crisis has certainly required a short-term focus.” Harty, an English major who is now the U.S. chairman of the British advertising agency Bartle Bogle Hegarty (BBH), added that, in general, the Board’s role is “to ensure the long-term success of the College.”

Selecting trustees

Besides the intensified urgency of the financial situation, the Board has seen changes in its demographics, which are designed to represent composition of the Williams alumni body. “When I came on the Board 11 years ago, they were looking to bring more women in,” said Thomsen, who is chair of the nominating committee. “The minority population of the Board is at least as representative, or more, as our alumni body. It may not reflect our current study body as much, but is obviously moving towards becoming more diverse ethnically.” She noted that the number of younger alumni on the Board has also increased during her term.

According to Thomsen, in any given year there may be one to three openings on the Board, depending on which Board members’ terms are ending. “We assess the needs of the Board, in terms of what experience we’re losing with people rotated off the board, and what diversity we want to bring,” she said. “It’s a little bit like putting a class together.” Thomsen also emphasized having at least one academic on the Board and maintaining a geographic mix. She noted that Horn, who is based in Singapore, is the first international trustee.

Thomsen explained that the Board selects term trustees in a robust process that examines a “pipeline” of roughly 150 names. This pipeline gleans potential board members “through our own knowledge of people, or hearing from alumni relations and development office of people who have been volunteering with the College in different ways,” she said. “We are looking for people who are engaged with education, and who have had enough career success and board experience to be confident around a table of people who are leaders in their fields.”

The term trustees, who are chosen by the nominating committee, serve for a maximum of one five-year term followed by one seven-year term. In contrast, the five alumni trustees serve staggered five year terms, with one alumni trustee being replaced on the Board each year. Alumni trustees are chosen annually through a vote of all members of the alumni body. The office of alumni relations creates a short list of 17 to 20 alumni to be considered by the Society of Alumni’s nominating committee, which is distinct from the Board’s nominating committee. According to Brooks Foehl ’88, director of alumni relations, usually two to three of those on the short list are self-nominations or nominations by fellow alumni. “There is an expectation that the candidates on the short list have a history of engagement with the College and the Society of Alumni, typically through any number of volunteer roles,” Foehl said. The nominating committee then selects three candidates and three alternates to appear on the ballot each spring.

Last year, 6321 alumni, or 25 percent of the alumni body, took part in the election process. “That was actually an increase in participation,” Foehl said. “Fifteen to 18 percent had been the norm in previous years.” Foehl attributed this rise to a streamlined online voting system, which drew 4523 e-votes.

In addition to financial, demographic and technical shifts, the Board regularly reassesses its role and operations. For instance, Harty is currently heading a Board self-study project. Also, a recent survey of boards at other colleges and universities led to a change last year in the presiding officer at Board meetings. Instead of the President of the College, the Board chair now presides over meetings. With this change, the executive committee has liberty to set the agenda for Board meetings.

All the trustees interviewed for this article called it “a great honor” to “give back to Williams” by serving on the Board. “If there were any one thing I’d hope the Williams community would believe about the Board, it would be that our intentions are good and our commitment genuine – but we also understand the limits of our unique role,” Harty said. “The Board doesn’t function as a distant overseer, but rather as a partner and collaborator with the exceptional students, faculty and staff who … contribute to the extraordinary idea that is Williams College.”