Now that I have observed and worked with hundreds of school boards over several decades, I feel equipped to make a somewhat startling claim. School boards do not fail because directors lack intelligence. They fail because directors lack independence.
Although my observation applies equally to corporate and not-for-profit boards in general, I believe it has especially profound implications for school governance. Indeed, in some respects, the need for independent directors may be even greater in schools than elsewhere because school boards are more likely to be deeply influenced by founders, owners, parents, alumni, donors, community interests and long-standing personal relationships.
A school board does not exist simply to endorse the decisions of its owner(s) or the Head of School. A school board’s fundamental responsibility is to govern in the best interests of the school and to exercise sound, independent judgement. This responsibility requires board members who are both sufficiently close to the school to understand its circumstances, and also sufficiently independent to question its underlying, often unstated assumptions.
Independence is more than simply having no conflict of interest.
An independent director (board member) is generally someone whose relationships or interests do not create a material conflict that could reasonably be expected to compromise their judgement. In corporate governance, the precise definition varies between jurisdictions and governance codes. For a school board, however, the principle is fairly straightforward: directors must be able to make decisions solely on the basis of what is in the best interests of the school. Such decisions need to be without any undue influence arising from personal, financial, familial, professional or other relationships.
However, there is a deeper dimension to board members’ independence. A board member can satisfy every formal test of independence and still fail to behave independently. There are many reasons why this can (and does often) happen. For example, they may feel reluctant to challenge a powerful Chair, they may feel an external loyalty to the person or organisation that nominated them, they may be uncomfortable disagreeing with a group of long-standing friends, they may fear damaging their relationship with the Head, or they may simply prefer harmony to confrontation. The list of potential factors is long!
This is why school boards must be sensitive to the issue of behavioural independence among its board members. True independence requires the capacity to say “I am not convinced”. It requires the confidence to ask “What evidence supports that conclusion?”. It requires the curiosity to ask, “What are we missing?”, and when necessary, it requires the courage to say, “I think the Board is making the wrong decision”. Such actions do not reflect disloyalty; they represent the due diligence of sound governance in action.
A common trap for many school boards is the seductive lure of comfortable, agreeable board dynamics. Most school boards I have seen and worked with are populated with intelligent, experienced, well-meaning and committed people. However, intelligence alone does not guarantee good governance.
As I have observed, a school board can contain lawyers, accountants, educators, architects, business leaders, entrepreneurs and highly successful professionals, and still make astonishingly poor decisions. The problem is not necessarily a lack of expertise, but it is very often a lack of courage. Once directors become too comfortable with one another, consensus can become more important than scrutiny. Questions become less searching. Assumptions go untested. Warning signs are rationalised. Dissent becomes uncomfortable. Eventually, the board can become an echo chamber in which everyone hears essentially the same interpretation of reality.
This is the environment in which groupthink flourishes and board members become little more than blind puppets on strings. The danger is particularly acute when a board contains members with strong personal relationships or when most directors have been recruited from the same community or demographic group. Parents may be reluctant to challenge decisions that affect their own children. Alumni may feel protective of the school’s traditions. Founders or owners may have a powerful emotional attachment to the institution. Long-serving board members may become invested in defending decisions they themselves previously made. None of these motivations is inherently bad, but they can compromise objectivity.
A particular challenge arises in owner-controlled schools. The need for independent directors becomes especially compelling in schools where an owner, founder, proprietor or sponsoring organisation has significant influence over the Board.
Of course, there is nothing inherently wrong with an owner exercising legitimate rights. Indeed, depending upon the school’s legal structure and constitution, an owner may have substantial authority over the appointment of directors and the strategic direction of the school.
However, a governance problem arises when the school’s Board ceases to exercise its own judgement and becomes little more than an unquestioning, compliant extension of the owner’s preferences. A board that simply approves what the owner wants without any scrutiny is simply providing ‘rubber stamping’ endorsement, not meaningful governance.
This is where independent directors provide an essential counterweight. They can ask whether a proposed decision is genuinely in the school’s long-term interests, whether the risks have been properly assessed, whether alternative options have been considered, and whether the Board has sufficient evidence to justify its decision.
Independent directors can also ask a more uncomfortable, yet essential question: “If we were not being influenced by the wishes of the owner, would we make the same decision?” That is precisely the sort of question that every effective Board must sometimes confront.
Independent board members do not simply provide a mechanism for holding other board members to account. They can also protect the Head of School. A strong Head needs a Board that provides support without becoming captured by the Head’s perspective. The Board should always be willing to challenge the Head’s thinking, but equally willing to protect the Head when appropriate.
An independent director can therefore fulfil a valuable role to protect the Head from the competing extremes of unquestioning support on one hand and destructive interference on the other. Independent board members have the freedom to ask questions such as:
This is particularly important because effective governance requires a Board to be close enough to understand but sufficiently distant to judge.
This is the point where an uncomfortable irony arises. The irritating or frustrating independent board member might be the most valuable person at the meeting, providing precisely the due diligence the Board requires. School boards do not need argumentative, bloody-minded, or contrarian members who oppose everything simply to demonstrate their independence. However, boards do need constructively sceptical board members who are prepared to challenge assumptions because they care deeply about the school and its long-term future.
Strong school boards are not necessarily those that come to agreements quickly. Strong boards are those that think deeply, question widely and debate respectfully before they agree. To achieve this, it helps if the board composition contains sufficient diversity of experience, perspective and personality to circumvent premature consensus.
Independent board members aid this by inserting essential distance from the relationships and interests which can unconsciously influence the Board’s judgement. They can ask the questions others may be reluctant to ask, noticing inconsistencies and challenging uncomfortable assumptions. They can test whether management’s optimism is supported by evidence, considering the challenges as well as the benefits, and they can ask the important question “Before we decide, what are we missing?”. That single question can make a fundamental difference to the school’s reputation, financial sustainability, educational mission and the welfare of its students and staff.
Given the importance of independent directors, a significant question to be asked is “how many independent members does a school board need?”. The simple answer is that there is no universal formula that applies to every school. The appropriate composition depends on the school’s ownership structure, constitution, jurisdiction, age, size, complexity and purpose.
Having said that, one principle is clear: A school board should contain enough genuinely independent directors to ensure that independent judgement is not merely possible, but influential. One independent voice can easily be marginalised, two can provide support to each other, but a meaningful proportion of independent directors can change the dynamics of the entire board.
Of course, the objective should never be to create an adversarial relationship between “independent” directors and everyone else. Independence should instead become a normal, integral facet of the Board’s culture. Board members should welcome challenge because they understand that robust debate produces better decisions.
The Chair has a particularly important role in creating that culture. An effective Chair does not suppress disagreement. The Chair ensures that disagreement is expressed respectfully, that minority views are heard, that evidence is examined and that decisions are reached after genuine deliberation rather than manufactured consensus.
It should be evident by now that independence is not optional window dressing for a school board. There is a tendency among some school boards either to ignore the importance of appointing independent directors or to treat independence as just another procedural box to tick, along with declaring conflicts of interest, recording related party transactions, confirming the draft minutes, and so on.
Independent decision-making is not a box to be ticked, but a discipline to be adopted. It is the discipline of putting the school’s needs ahead of personal relationships. It is the discipline of questioning one’s own assumptions as well as those of others. It is the discipline of being willing to disagree without becoming disagreeable. Moreover, it is the courage to accept that the Board’s responsibility is not to protect its own comfort, its existing consensus or the reputation of individual directors, but to protect and advance the long-term mission, vision, integrity and viability of the school.
Regardless of the structures that are in place and the competence of the people appointed, a board can still make poor decisions that lead to governance failure. Unfortunately, as many school boards have found to their detriment, it is impossible to ban poor decision-making. A board composed of experienced people can still fail. A board composed of highly intelligent people can still fail. However, a board that deliberately cultivates independent thinking, constructive challenge, intellectual curiosity and the courage to disagree has a much higher probability of recognising danger before it degenerates into crisis.
Therefore, the question every school board should ask is not simply “Do we have the skills and experience we need around this table?”, but also “Do we have enough people around this table who are genuinely free and sufficiently courageous to tell us when we are wrong?”.
On school boards, comfort kills, but courage governs.
- Dr Stephen Codrington
We offer support for school leaders and board members in many areas, including workshops on board composition and succession, conducting board performance reviews, and providing critical friendships and mentoring for School Principals and Board Chairs.
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