Supervision in ‘modern’ university governance: boards under scrutiny

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Supervision in ‘modern’ universitygovernance: boards under scrutinyHarry de Boer a , Jeroen Huisman b & Claudia Meister‐Scheytt c

a Centre for Higher Education Policy Studies , University ofTwente , Enschede, The Netherlandsb International Centre for Higher Education Management ,University of Bath , Bath, UKc School of Management , University of Innsbruck , Innsbruck,AustriaPublished online: 15 Jan 2010.

To cite this article: Harry de Boer , Jeroen Huisman & Claudia Meister‐Scheytt (2010) Supervision in‘modern’ university governance: boards under scrutiny, Studies in Higher Education, 35:3, 317-333

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Studies in Higher EducationVol. 35, No. 3, May 2010, 317–333

ISSN 0307-5079 print/ISSN 1470-174X online© 2010 Society for Research into Higher EducationDOI: 10.1080/03075070903062849http://www.informaworld.com

Supervision in ‘modern’ university governance: boards under scrutiny

Harry de Boera, Jeroen Huismanb* and Claudia Meister-Scheyttc

aCentre for Higher Education Policy Studies, University of Twente, Enschede, The Netherlands; bInternational Centre for Higher Education Management, University of Bath, Bath, UK; cSchool of Management, University of Innsbruck, Innsbruck, AustriaTaylor and FrancisCSHE_A_406457.sgm10.1080/03075070903062849Studies in Higher Education0307-5079 (print)/1470-174X (online)Original Article2009Taylor & Francis0000000002009Professor [email protected]

One element of the recent reforms of higher education sectors across Europe is theformation of new governance structures in universities. Supervisory boards arepart of these reform processes. However, despite the importance of these boards,surprisingly little is known about their actual work. This article discusses thesituation of boards in three European countries: the Netherlands, Austria and theUK. It compares the boards’ constitutions with respect to composition,independence, accountability and transparency. Several problems and dilemmascome to the fore. The article concludes by indicating potential areas forimprovement in the current board structure and working practice.

Keywords: university governance; boards; comparative study; the Netherlands;Austria

Introduction

The last two decades have seen a whole range of reforms in higher education systemsacross Europe (e.g. Eurydice 2000, 2005). In several countries, there has been awholesale redistribution of functions and authorities among actors on the differentpolicy levels within higher education systems (Neave 1988, 1998). Governancesystems – the steering and coordination of interdependent actors based on institution-alised rule systems (Benz 2004) – have been ‘modernised’. The changing relationshipbetween state, society and institutions, the increasing demands on and expectations ofhigher education institutions, and the recognition of their growing importance in aknowledge society have given rise to concern about improving the standards of inter-nal university governance. Influenced by the ideology of new public management,concepts and ideas from the private sector have more than once led these types ofreform (e.g. Reed 2002). One of the consequences of recalibrating university gover-nance in accordance with ‘modern’ standards concerns the positions and roles ofgoverning bodies of universities. Many existing university governing bodies havebeen changed, and some new governing bodies have been established.

In this article, we address one particular internal governing body at the strategicapex of universities: the supervisory board (or council or governing board). It is diffi-cult to give a clear-cut definition of this board because – as will be seen in this article– roles and functions may differ considerably from country to country. Nevertheless,the working definition – a governance body that supervises and/or controls the

*Corresponding author. Email: [email protected]

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executive management of a higher education institution – summarises the commondenominator in many higher education systems. Understanding governance at theuniversity’s top level is both interesting and important for several reasons. The univer-sity as a corporate actor is becoming increasingly important, and ‘top management’plays a key role (e.g. de Boer, Enders, and Leisyte 2007). We also see a growing needto improve the standards of governance and management of public sector organisations(e.g. the European Commission’s White Paper on principles of good governance:Commission of the European Communities 2001). However, not much is known aboutthese governing bodies. It is clearly an under-exposed research issue in higher educa-tion. In the corporate world, there has been more research on company boards, but eventhere, authors acknowledge that boards are under-researched (Pettigrew and McNulty1995; Cornforth and Edwards 1998; Huse 2007). Our knowledge about the formalroles of higher education supervisory boards is thin, and we know very little about theiractual behaviours and working styles. Ideally, we should extend both our theoreticaland empirical knowledge about the roles and functions of supervisory boards. What istheir potential value added in the overall governance structure? Are they guardians and,if so, whose? Are they instruments of the government or a buffer for institutional inter-ests? Is it wise to imitate corporate governance models, given the reported shortcom-ings of these corporate models and the accompanying scandals?

The aim of this article is to better understand the role and functioning of supervi-sory boards in higher education bodies. Leading questions in our comparative studyare the following: what are the board’s main functions, roles and compositions? Howis their role perceived? What are the main similarities and differences between the‘guardians’ in the three countries? Inspired by Cornforth’s (2003) work, we areparticularly interested in the tensions that boards face. We describe and compare thesupervisory bodies in three countries: the Netherlands, Austria and the UK. We admitthat the choice of these three countries is partly pragmatic. First, in our academiccareers we have acquired substantial knowledge of the governance structures of thesecountries. Moreover, the three authors have been involved in research projects evalu-ating the institutional governance in two of the three countries. But there is also anunderlying, conceptually-inspired choice which goes back to the work of Cornforth(2003). He describes three basic tensions that affect the roles and the functioning ofboards. By selecting a governance system that underwent gradual change over theyears (UK), a system where the new governance model was expected to have beeninstitutionalised at the time we gathered our materials (the Netherlands: major reformin 1997; introduction of Raad van Toezicht), and a system which was just starting toimplement reform (Austria: major reform in 2002; introduction of the Univer-sitätsrat), we hope to be able to shed light on the question of whether the tensionsdescribed by Cornforth are permanent, or whether there are signs that, over time, thesetensions may dissolve.

The structure of this article is as follows: after a general introduction on boards,we discuss the Dutch, Austrian and English cases separately. We then reflect on thekey questions by comparing the three cases, before drawing conclusions.

A general introduction to (supervisory) boards

In the private sector, boards have been studied from different angles. Huse (2007)mentions, for instance, aunt, barbarian, clan and value creation theories. Aunt theories,such as property rights, legalistic and managerial hegemony theories, focus on the

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formal roles of supervisory boards. This particular focus leads in practice to passive‘aunt boards’ (Huse 2007, 41). Barbarian theories, such as agency, stewardship andstakeholder theories, stress how boards can be instruments for external actors. Suchexternal actors are labelled ‘barbarians’ – outsiders with different value systems whoare independent from organisational management. Clan theories include institutional,social capital and social movement theories, as well as interlocking directoratesperspectives. These theories try to pin down how board members are influenced bysocial relations within and outside the boardroom. Boards as clans stress friendshipand social networks. Value creation theories such as resource dependency argue thatsupervisory boards are regarded as strategic resources or instruments, whose aim is to‘create value’ for the organisation. The use of theoretical perspectives on public sectorgovernance is, however, sparse, although one might argue that the distinction betweennon-profit and public sectors is gradual. One of the exceptions is Cornforth (2003),who refers to similar theories (with different labels) when discussing governance inthe non-profit sector.

The various theories put different emphasis on who should serve on governingboards, on what their main roles should be, and on what kind of relationships existbetween the board and the organisation’s top management. There are clearly visibletensions with respect to these questions (Cornforth 2003, 11–14 and 245–51). First,should board members be chosen for their expertise or to represent certain constitu-encies? In the public sector, expert boards might be criticised as being undemocraticor for contributing to a democratic deficit. Representative boards may cause toomany interest struggles; highly politicised boards may be less effective and, hence,hardly useful. Apart from the mechanism of choice (electing representatives versusappointing experts), there are different methods of selection, ranging from appoint-ments by the state (possibly on the recommendation of the board) to open or closedco-optation. Each mechanism has its advantages and disadvantages when it comes tothe transparency and democratic nature of appointments. The question is to whatextent governments have sufficient insight into the appointment needs of particularboards.

The second tension exists between conformance and performance roles. Aconformance role ‘requires attention to detail, the exercise of care, and skills in moni-toring, evaluation and reporting’, whereas a performance role involves ‘forwardvision, strategic thinking and risk-taking, and requires boards to be more pro-active’(Cornforth 2003, 247). The third tension addresses the relationship between supervi-sory board and organisational management. On the one hand, boards are supposed tomonitor and control managers’ work and performance. On the other hand, they aresupposed to support management and act as sparring partners and advisers. Roleconflicts easily arise when boards are expected to carry our both control and servicetasks. Moreover, there is the issue of the balance of power between supervisors andmanagers: are supervisors merely the pawns of powerful managers (as the managerialhegemony theory posits), or are they highly effective watchdogs for share- or stake-holders?

Huse (2007) distinguishes six different board tasks, and, although he does notexplicitly address the tensions, it is obvious that accomplishing these tasks may leadto tensions and conflict (e.g. output control task versus mentoring task; advising taskversus decision control task) in a way similar to that described by Cornforth (2003).From a different theoretical background, namely agency theory, Fama and Jensen(1983a, b) similarly argue that boards have diverse and sometimes contradicting tasks,

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such as output control, behavioural control and decision-making control tasks. Andeach of these tasks has a different focus: the output control task is related to anexternal focus, the behavioural control task to an internal focus, and the decision-making control task to a strategy-related focus.

From the board tensions in the general literature, it is a small step to discerningpotential tensions for (supervisory) boards in higher education institutions. Given pasttraditions of democratic representativeness (of internal and, to some extent, externalconstituencies) in Western European higher education (Amaral, Jones, and Karseth2002), the issue of board composition figures largely in governance debates. Thisissue is clearly related to Cornforth’s representativeness versus expertise. Board inde-pendence is clearly another issue related to Cornforth’s expertise–representativenesstension: how can expertise and representation be balanced without relying on an ‘oldboys’ network’? The general issue of role transparency (service versus control) is alsohighly relevant in higher education: whose guardians are the board members? Arethey meant to form a buffer between governments and higher education institutions,or are they at arm’s length from the government or even ‘governments in disguise’?Here the links to Cornforth’s controlling–partnering dimension are obvious. And, atthe intersection between the conformance–performance and controlling–partneringdimensions, there is the issue of accountability: to whom are boards accountable, andhow are boards to carry out this function?

The guardians in three countries

The cases of Austria and the Netherlands are chosen as representing European coun-tries that have rather rigorously changed their governance structures. The UK waschosen as a case of (relatively) gradual changes in governance. We describe the formalrules, their composition, their tasks and, to the extent possible, their functioning inpractice. We then analyse comparatively the concerns around the themes describedabove: board composition, board independence, role transparency and accountability.

The Dutch guardians (Raad van Toezicht)

Since 1997, Dutch universities have had supervisory boards that are part of eachuniversity’s governing structure. The notion of introducing supervisory boards as anew governing level within the university was intended, among other things, toincrease the institution’s autonomy. Universities should be protected from directministerial interference in their affairs and increasingly act as ‘public entrepreneurs’.

The formal regulations concerning the Raad van Toezicht (supervisory board) arelaid down in the national higher education act (the Dutch Higher Education andResearch Act). The ‘code of good governance for universities’ further defines andelaborates on these formal rules (Association of Dutch Universities 2007). Thesupervisory board of each university consists of a minimum of three and a maximumof five external members. They are appointed by the Minister of Education, Cultureand Science for (a maximum of) a four-year term. The minister can also dismiss themembers. The minister must consult the university’s representative body – theuniversity council or its equivalent, consisting of staff and student representatives –before finalising the decision to appoint a board member. In practice, the universitiespropose their candidates to the minister, who decides case by case, and should strivefor gender balance. A supervisory board member cannot serve as a member of some

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other organisations such as Parliament at the same time (incompatibility of functions).The members of a supervisory board are not paid a salary but do get financialcompensation. This annual fee, determined by the minister, is the same for all publicuniversities: 11,345 for the chair and 9075 for the other members (2007 data). One ofthe board members should serve as the liaison for the university council. Additionally,at least one of the board members should have a background in finance.

Supervisory boards supervise for the minister but not on his/her behalf. Thismeans that the minister cannot instruct the supervisory boards. They have to informhim/her about the university’s functioning. This means that the university’s supervi-sory board – and not its central executive board – is accountable to the minister. This,it is argued, makes it virtually impossible for the minister to directly interfere with theuniversity’s internal affairs.

In addition to overseeing the work of the executive board, the more concrete dutiesof a public university’s supervisory board include approving the university’s strategicplan, its budget, long-term financial plan, its annual accounts and annual report, itsexecutive and management regulations, and its decision-making structure. The super-visory board should also advise the central executive board, but it cannot give the exec-utives detailed instructions. This implies that, in both theory and practice, the centralexecutive board runs the university, with oversight from the supervisory board. Finally,the supervisory board appoints the three members of the central executive board.

Supervisory boards meet about four to six times a year. These meetings are notpublic. The chairs of the boards hold a meeting twice a year, sometimes inviting theminister. With some exceptions, members of the central executive board normallyattend the supervisory board meetings. They participate in discussions and expresstheir views when asked, but they do not have a vote.

A national evaluation study (de Boer, Goedegebuure, and Huisman 2005) and areport from the Dutch Inspectorate (2005), both on the role of university supervisoryboards, inform us that board members paint a rosy picture of their functioning. Nearlyall board members report that they currently have no problems with the various rolesthey are expected to play, nor do they foresee any. None of the supervisory boardmembers mentions having been unable to fulfil their obligations; in their eyes, theirroles are clear and their authority is adequate. The research indicates (de Boer, Goede-gebuure, and Huisman 2005; Inspectorate 2005) that:

● Within the university, board members mainly communicate with the centralexecutive board. Interactions with deans and the university council are limitedor non-existent. Contacts with external organisations – while wearing the‘supervisory board hat’ – are also limited. Most of the board members never talkto MPs or people from the ministry.

● The supervisory boards are accountable to the minister via a formal annualreport. This, however, does not lead to interaction and feedback. Boards aresurprised that they do not receive substantial feedback from the ministry. Theresearch also points out that opinions are divided as regards the clarity of theaccountability relationship with the minister. Obviously, the accountability rela-tionship is rather ‘soft’: there are no clear guidelines either for this relationshipor for the content of the annual reports.

● Most guardians hold a positive view of the performance of the universitygoverning system. In their eyes, university management is effective, decisive,and capable of successfully implementing big reforms. According to the

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guardians, their university has also succeeded in developing and implementingcoherent strategic plans.

● The time guardians spend on board membership duties varies: almost one-fifthof them invest less than 5 hours per month, nearly half invest 5–10 hours permonth, and a quarter of them invest 11–20 hours per month.

The Austrian guardians (Universitätsrat)

The basic principle of the Austrian university reform, which started in the early 1990s,is to transform universities from bureaucratic institutions, that are subject to theministry’s decisions, into corporate actors that understand themselves as knowledge-producing and service-providing public institutions. University reforms in the UK,Australia and the Netherlands served as examples, supplemented by the rhetoric ofnew public management (Osborne and Gaebler 1993). Since 2000, the reform agendahas further intensified under the conservative/liberal government, and has had animpressive impact on the higher education sector (Hood 1998; Ferlie, Musselin, andAndreasani 2008). The implementation of new legislation (University OrganisationAct 1993; Austrian Universities Act 2002) brought about structural system changespertaining to institutional autonomy, the status of university employees, and therelationship between ministry and universities.

The Austrian government’s aim in establishing boards of governors was tointroduce into higher education the ‘two-tier model of governance’ from the privatesector: a board of managers (in private companies: Vorstand) responsible for themanagement is augmented by a board of governors (in private companies: Aufsich-tsrat) that supervises the board of managers. Board members serve for a term of fiveyears and can not be members of their own university or active politicians. Theirfinancial compensation ranges from zero (in only one out of the 21 boards) to 50,000per year. Interestingly, the level of compensation was the first decision that boards hadto make at their very first meeting. Each board has five, seven or nine members, ofwhich two, three or four, respectively, are nominated by the university’s senate. Thegovernment subsequently nominates another two, three or four members, who thenunanimously co-opt the final member. The board members are ‘past or present holdersof responsible positions, especially in academic, cultural or business life’, who have‘exceptional knowledge and experience’ that should enable them to contribute tothe university’s objectives and duties (Sebök 2003). It is important to note that theministry only has the right to intervene, refuse and correct board decisions whenexisting laws and regulations are deliberately disobeyed.

The 2002 Austrian Universities Act describes the board’s responsibilities as amixture of rights to veto decisions of the rector/rectorate and/or other bodies, to decideon a number of important strategic issues proposed by the rectorate, and to monitoruniversity processes and decisions. Among these are:

● approving the development plan, the organisation plan and the proposedperformance agreement;

● selecting the rector from a shortlist of three candidates nominated by the senate,and selecting the vice-rectors on the basis of nominations made by the rector;

● approving the guidelines for financial management and the financial statements,the rectorate’s performance report and the intellectual capital report, andforwarding them to the minister; and

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● (mandatory) reporting to the minister serious breaches of the law by universitybodies or the danger of serious financial loss.

The Department of Organisation and Learning at the Innsbruck School of Manage-ment carried out a research project, based on documentary analysis as well as a surveyof and interviews with board members, managers, senate chairpersons, and politicians.The study yielded relevant information on board composition, identity formation andhow governance processes unfolded (Laske et al. 2006; Meister-Scheytt and Scheytt2006; Meister-Scheytt 2007; Meister-Scheytt and Scott 2009). The time Austrianboard members invest in their duties varies considerably: boards meet between fiveand 15 times a year, and half of the meetings last more than four hours. The time spentper month on meetings, pre-meetings, preparation for the meetings, communicationand travel ranges between 11 and 30 hours. Some board members say they underesti-mated the time their duties would require; others report that their other responsibilitiesmake it impossible for them to invest enough time in their governance function. Stillother board members, mostly retired managers or politicians, criticise their absentcolleagues for leaving the whole workload to them. Rectors and chairs of academicsenates also fault board members for investing too little time in their duties, and statethat most of them obviously either do not have the time or are not willing to invest it.

The relationship between boards and university management (rectorate) is charac-terised by its intensity. This is obviously not surprising since (a) these two organs arejointly responsible for all strategic issues (the senate has only a few competencies incurricula agendas), and (b) this two-tier structure was novel, so establishing collabo-ration structures and procedures that worked well required a lot of work. In most casesthe board’s chairpersons are responsible for the communication process with the rector-ate. In the interviews, board members emphasised the need to know the objectives,views, wishes and competencies of the rectorate in order to make useful decisions. Itwas revealed in several cases that the rectorate is not invited to board meetings. Thereason given is that, when the rectorate is not present, there is greater internal coherenceamong board members, and this facilitates the board’s decision-making processes.

The sometimes weak collaboration culture between board and rectorate is in somecases exacerbated by the boards usually working behind closed doors: board meetingsare not public, nor are boards legally obliged to communicate their decisions. A veryfew employee and student representatives are legally allowed to participate in boardmeetings, but they have no vote when it comes to ballots. With one exception, boardsdo not post the minutes of meetings on the university’s intranet. Not surprisingly,board members communicate mainly with the rectorate. Only occasionally do boardmembers try to establish contact with university members. Some respondents said thatthe Austrian Universities Act apparently allows board members to govern a universitywith which they are completely unfamiliar.

Since the Act went into effect, the relationship between boards and rectorates hasclearly been characterised by structural conflicts. The regulations assign significantpowers to the rectorates, and the ‘great man’ leadership model for the ideal rector isclearly observable: in the first four years (2003–7), not one of the 21 universitieselected a woman rector. However, the board’s rights to reject, correct or overrule thedecisions of the rectorate somewhat curtail the powers of that office. This creates abreeding ground for conflicts.

In practice, the biggest problems in the relationship between rectorate and boardstem from dilemmas inherent to the Act. It is not always clear who is responsible for

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what kind of strategic agendas. As respondents indicated, some boards act as ‘super-rectorates’, reducing the rectorate to helpmates, while in other cases the rectorate triesto sideline boards, arguing that the rectorate is the university’s chief executive officerand the board should stick to its monitoring role. In 2005, the Austrian Rectors’Conference commissioned an expert opinion to clarify this permanent struggle forcompetencies and duties. The expert opinion stated that boards and rectorates are boththe ‘highest bodies’ of the universities. Accordingly, they must be seen as equallyimportant and not as being in a hierarchical relationship (Kucsko-Stadlmayer 2006).Although this opinion highlighted the structural conflict between the two bodies, andalthough a number of occurrences exemplified the problems, the mental model of theincumbent boards has remained virtually unchanged until now.

The British guardians (council)

Governing boards that fulfil the guardian role in UK higher education come indifferent forms and shapes. The various names (boards of governors, councils, courts)indicate the variety in the types of higher education institutions across the country. Forreasons of brevity, we will use the term council to denote the British guardian and,acknowledging some governance differences within the UK, focus largely onEngland. Not only names differ, but ordinances and statutes of the individual univer-sities also yield a considerable variety of governance procedures and practices. Thedifferent models and practices in place in the UK have changed over time, albeit muchmore gradually than in Austria or the Netherlands (see Bargh et al. 2000; Shattock2003, 2006; Farrington and Palfreyman 2006, for insights into developments in thepast decade). The Dearing Report and Lambert Review are the most importantpublications on the subject in the last two decades. The Dearing Report (NationalCommittee of Inquiry into Higher Education 1997) argued that governance structuresneeded to be updated. A major issue for the National Committee was the need forgreater control of governing bodies and stronger roles for external stakeholders ingovernance, although critical analyses (e.g. Shattock 1998) expressed doubt aboutsuch a need. The report also argued in favour of smaller councils, frequent reviews ofthem and their (and the institution’s) effectiveness, more openness in terms of thesereview outcomes (annual reports), and the development of a governance code ofpractice. The Lambert Review (2003), addressing university–business cooperation,reinforced the debate on governance and argued for more corporate-type structures,including a more profound role for governing boards (instead of senates) and moreinvolvement in these lay boards. The Governance Codes of the Committee ofUniversity Chairmen (CUC 2004 and previous editions) were adopted in light of therecommendations of Dearing and Lambert.

Despite the diversity of governance structures and practices, some generalprinciples can be identified. Basically, the council has governance responsibility –subject to the statutory powers of the senate with respect to academic matters – for theconduct of all the affairs of the university; i.e. it is responsible for the university’sfinances and investments and for the oversight of the estate and buildings. In concreteterms, this implies:

● approving the mission and strategic vision of the institution, long-term businessplans, key performance indicators and annual budgets, and ensuring that theyare in the best interests of stakeholders;

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● appointing the head of the institution as its chief executive and putting in placesuitable arrangements for monitoring his or her performance; and

● monitoring institutional performance against plans and approved performanceindicators, which should be, where possible and appropriate, benchmarkedagainst other institutions.

The demarcation between the responsibilities of the council and the senate (or equiv-alent bodies, such as the academic board) may in practice be rather fuzzy. ‘Purely’academic issues, such as the awarding of degrees, are often under the senate’s author-ity, but, whenever academic matters have an impact on resources (and they generallydo), decisions made by the senate are subject to approval by the council. Whendiscussing the council, the committee structure surrounding this body must beaddressed as well. It is actually doubtful whether a council can meet expectations – interms of its tasks and accountabilities – if it only meets four to six times a year.Specific committees that meet on a very regular basis are indispensable for the appro-priate functioning of the council (see also Shattock 2006, 50 and 141–47). Universityregulations stipulate which committees should exist, define their brief, and determinetheir membership. Audit, finance, estates and investments committees are common, asare committees that deal with internal membership and payment issues. The commit-tees meet on a regular basis throughout the academic year. It is quite common for thefinancial committees to co-opt outsiders with considerable expertise (84% ofuniversities do so; CUC 2006, 17), and it is not uncommon for universities to havejoint committees, i.e. with the senate. Such committees meet and discuss issues thatfall somewhere between the purely academic and executive, such as equality anddiversity, and honorary degrees.

The majority of council members are lay members. University statutes definemembership by class of appointment. Typically, a council includes university officers(ex officio), academic members, co-opted (lay) members, elected staff members andstudent representatives. The overwhelming majority of councils meet four to six timesa year (CUC 2006, 13); more than two-thirds of the (lay) members generally attendthe meetings. It is worth noting that only in exceptional cases do lay members receiveremuneration other than the reimbursement of expenses.

The size of UK councils, which range from 15 to 47 members (CUC 2006), isconsiderable compared to continental governing bodies. Following the recommenda-tions of the Dearing Report (1997) and the Lambert Review (2003) – despite a lack ofevidence that large councils do not function well – universities are trying to reducecouncil size. Almost all pre-1992 universities have done so, or have submitted such arequest to the appropriate authority (CUC 2006). The average size was 32.6 membersin 2003 and 30.4 members in 2006.

The issue of accountability has been given greater attention in recent decades.Massification and the changing relationship between government and higher educa-tion institutions, including financial stringency, are the main drivers of this increasedattention. Consequently, the positions of the vice-chancellor and the councils havebeen strengthened. The councils’ once largely ceremonial role has changed: theirsurveillance function is now much more prominent. The relationships between vice-chancellors and (chairs of) councils, and between vice-chancellors and chairs ofstrategically crucial committees, are currently more intensive (Bargh et al. 2000, 98–100). Additionally, academics have lost some of the power they had through theirrepresentation in the senate (Shattock 2003, 101–2).

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Accountability is given shape through various mechanisms. One of the mostimportant instruments in formalising the accountability relationships is the financialmemorandum (Higher Education Funding Council for England [HEFCE] 2006,2008). This document explains that the council is ultimately responsible for the stew-ardship of funds allocated by the funding council. In operational terms, it refers to ‘asound system of internal management and control’, ‘planning and conductingacademic and financial affairs to ensure solvency’, ‘delivering value for money frompublic funds’, ‘providing information of sufficient quality that the funding councilrequires to fulfil its function’ and ‘an effective policy of risk management’. The docu-ment also specifies that the institution’s governing body shall appoint an auditcommittee and arrange to provide for internal and external audit, in accordance withthe funding council’s Audit Code of Practice (2004). Additionally, institutional finan-cial statements should include a corporate governance statement that requires the insti-tution to have effective governance structures and processes in place. HEFCE’sAssurance Service reviews – by means of desk research – the systems of internalcontrol, corporate governance and risk management of higher education institutions.

In pre-1992 universities, 52% of lay governors are over 60; only 15% are under50 (CUC, 2006). Regarding gender, the survey mentions that 24 universities have lessthan 20% women in their councils and 68 have more than 20%. As regards ethnicminorities, almost half of the universities responded that less than 5% of their laymembers were from ethnic minorities; another 27% said that ethnic minorities accountfor more than 10%.

We know a great deal about the governance structures, but how they actually func-tion is far less clear. Large-scale research of the kind carried out in the Netherlandsand Austria is rather sparse in the UK. Bennett’s (2002) research has been mentionedas one of the few recent – albeit small-scale – analyses that actually tries to come toterms with the functioning of councils. Corbett’s (2006) study is relevant because itanalysed the role of UK higher education governors in strategy. The specific relation-ships between important members in governing bodies – e.g. the role of the vice-chancellor vis-à-vis the council (Breakwell 2006) – are also under-examined. A recentand relevant contribution to the debate is Llewellyn’s (2007) study of the role of thesecretary in higher education governance.

Tensions on board

Board composition

The expectation that boards should represent society is definitely not being met in theNetherlands and Austria. There are clearly gender and age issues, as well as biases inthe background of the board members. The percentage of women board members inthe Netherlands and Austria is about 30%. In Austria, only 17% of the board membersnominated by the universities’ senates were female. The ministry, which nominatedits members after the senates’ decisions were made, tried to counterbalance this bynominating more women. As a result, 42 board members are female. The UK data aredifficult to interpret, but that women account for less than 20% of board members at25% of the universities is telling. The age profile clearly favours older members. Theyoungest chairman of a supervisory board in the Netherlands is 54, and seven chair-men are over 65. In Austria, a mere 5% of council members are between the ages of30 and 39, while more than 75% are over 50. In the UK, only 15% of lay members of

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the councils are under 50, and, in comparison with 2003, the average member iscurrently older as well (CUC 2006).

The members’ backgrounds reveal another dimension of bias: in Austria, the over-whelming majority (91%) have a higher education degree, and 75% hold a PhD.Almost half (44%) come from the private sector and have a background in economics,finance and management; the arts and humanities disciplines are clearly under-repre-sented. This over-representation of the private sector has a paradoxical effect: execu-tives from Austrian companies do not regularly attend board meetings due to theirheavy workload. In the Netherlands, supervisory board members are ‘heavyweights’from either the public or private sector. Many come from the private sector (multina-tionals and large firms). Former politicians are also popular. In June 2007, nine of the68 guardians were former Dutch ministers. There were few supervisors with a back-ground in the arts or related fields. The expertise members bring to the board tends tobe in finance and management; other areas of expertise from which university over-sight might benefit seem absent. Arguably, Dutch university guardians reflect a newpublic management drive, in which cultural-historical values are less visible. The situ-ation in the UK can also be labelled as an ‘old boys’ network’, but there is a majordifference with the two other countries. Although a fair balance in the background oflay members of councils is desirable, the point is that the emphasis is on an adequatebalance of expertise within the councils in light of the council’s overall objective androle, ‘regulated’ by co-optation practices. The Austrian and Dutch cases seem tosuggest that those who design the governance structure want the best of both worlds:an equal focus, embedded in the legislation, on both expertise and representativeness.The UK context requires first and foremost expertise, and dealing with representative-ness is left to the individual councils.

Board independence

Many Dutch and Austrian supervisors not only have a seat on the supervisory boardof ‘their’ university, but also hold a similar position in several other organisations.This group forms an ‘old boys’ network’ of captains of industry and the public sectorthat has a significant influence on social and economic development (Gulas 2007).There is little doubt that serving simultaneously as a supervisory board member ofseveral organisations enhances both experience and the quality of the tasks at hand.The counterargument is that it may lead to undemocratic power concentrations (seealso Pusser, Slaughter, and Thomas [2006] on board interlocking in US highereducation). Another element of board independence relates to the business–industryinterface: many members of the Dutch and Austrian supervisory boards work for anorganisation that has business links to the university. Working on joint researchprojects and supplying infrastructure or financial resources are examples of ‘doublebinding’, which may lead to an entanglement of interests or even unfair competition.Admittedly, this downside can be interpreted in a positive way: universities areincreasingly supposed to have close links with society and industry. Accepting boardmembers from these echelons seems to be an effective mechanism, because it createsopportunities for societal embeddedness.

A particular phenomenon in the Austrian case is the large number of politicalappointments: in the past, 60% of those nominated by the ministry had ties to the ruling(conservative and liberal) parties. In 2006, however, the government formed a newgrand coalition of conservatives and social democrats, and, in the next nomination

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procedure, most of the board members with liberal party affiliations were replaced bysocial democrats or like-minded persons. The boards’ independence – both externaland internal – is debatable. Role conflicts may arise when different functions must beperformed simultaneously. This role ambiguity is a particular concern in the Dutchcase: regulations stipulate that supervisory boards have both a service and control role.This begs the question of whether a supervisory board can critically oversee manage-ment decisions if such decisions are based on its own advice. This potential roleconflict may jeopardise the guardians’ independence. We recall here that the guardiansthemselves do not experience these kinds of role conflicts (de Boer, Goedegebuure,and Huisman 2005).

The issue of board independence is not discussed in the UK literature. It may wellbe that independence is not guaranteed because of co-optation practices. But, if this isthe case, it is not reported as a major inconvenience in governance matters.

Transparency

Transparency implies open communication and a clear understanding of what govern-ing bodies do and what decisions they take. In the Netherlands, a significant numberof the members of other university governing bodies, with the exception of the centralexecutive board, report that they do not have a clue what the supervisory boardactually does (de Boer, Goedegebuure, and Huisman 2005). Among academic staffand students who are not directly involved in university politics, there is even lessunderstanding of how the boards work. The Austrian evaluation mentions the ratherlow esteem in which university members hold the guardians’ activities, and hence theboard in general (Meister-Scheytt and Scheytt 2006; Meister-Scheytt 2007). Paradox-ically, with respect to the overall performance of universities in both Austria and theNetherlands, the guardians perceive themselves as an added value. In Austria, improv-ing the universities’ relationships with the business sector and supporting internation-alisation activities were mentioned explicitly. In both countries, transparency isinhibited because board meetings are not public and the outcomes of meetings, orinformation about their activities, are not disseminated. Despite not having the benefitof insights from studies on the perception of boards in the UK, we think the situationthere with respect to transparency is relatively positive. First, the tasks are clearlydefined, with an emphasis on control. Second, because staff members and executivesare also members of the council, issues of communication and mutual understanding– despite closed council meetings – are less problematic.

Accountability

The Dutch boards have to account for their university’s activities (and their own) inannual reports to the minister, but this accountability relationship is largely a formal-ity. The situation is more problematic in Austria, where the guardians are not account-able to anybody – neither to the minister, nor to the parliament, nor to the universityor its bodies. Recent developments in some Austrian universities show that boards canmake very idiosyncratic decisions with respect to the selection, nomination anddismissal of rectors (Bernd 2008; Nimmervoll 2008a, b), and that other bodies haveno voice in such processes. For example, the board of one medical university recently(2008) dismissed a rector, based on the argument that they no longer felt he wascapable of managing university finances or of keeping the board informed about

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important strategic issues. However, full review of the situation revealed some othercritical processes that might have influenced the dismissal decision. First, the boardhad already fired one other rector during that four-year term. Second, the dismissalalso coincided with an academic fraud scandal as well as incidents of dubious medicaltreatment methods, for example, unapproved studies involving children. When therector tried to deal with these problems, he found himself clashing with the respectiveclinical department whose staff included powerful players with close ties to the hiddenpower networks so typical of Austrian society. They used their political connectionsto pull strings and saw to it that the bitter conflict was splashed across the media. Tooutsiders, the ways in which Austrian boards sometimes utilise their power may,therefore, seem obscure, and can lead to sharp criticism not only in Austria, but ingeneral discussions on the Austrian ‘style’ of developing the higher education institu-tions. With respect to the mentioned example, an editorial in the journal Nature (2008,917–18) put it this way: ‘Austria is a small country, and networks between power-brokers are small and tight. But something, it seems, is rotten in the state of Austria,and it needs to be faced and dealt with openly’. It is, therefore, not an overstatementto speak of a specific Austrian interpretation of universities’ autonomy: neither theuniversity nor its management is autonomous; instead, it is the board of governors thatholds the real autonomy and power.

It is clear that accountability relationships in the UK are between council andgovernment (including the funding council), and not between council and the broadersociety. The funding council has recently re-emphasised the importance of financialaccountability and of having in place procedures that guarantee the appropriatestewardship of funds.

Conclusions and reflections

Each of the three governance systems should be judged independently on its ownmerits and shortcomings. The operationalisation of institutional governance struc-tures, and the national and institutional contexts, differ considerably (although thereare parallels between Austria and the Netherlands). Our analysis points out that thetensions Cornforth (2003) conceptualised are indeed visible in the governance struc-tures in the three higher education systems. With respect to board composition, super-visory board members in all three countries belong to an ‘old boys’ network’. InAustria and the Netherlands in particular, there is some question, given our empiricaldata, about the extent to which the objective of expertise and representativeness arewell served. In the UK, considerable attention is given to balancing different types ofexpertise, and the larger size of councils allows for more plurality than do the smallerboards in the two other countries. Regarding board independence, the data fromAustria indicate political steering in appointments, and both the Austrian and Dutchcases illustrate the strong linkages many board members have with business andindustry. Here one could question whether ethical borders are crossed: some boardmembers run companies that do business with the university of which they are a boardmember. Regarding transparency, there are signs in all three countries that the role ofthe supervisory board is not well known or well understood. In addition, as theAustrian case shows, decision-making processes are often not disclosed to internal, letalone external, stakeholders. Because of the composition of the UK councils (someboard members also serve on the senate), the situation is, while not perfect, at leastmore transparent. Finally, with respect to accountability, we noted the problematic

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situation in Austria, where the board is not accountable at all. In the Netherlands, theaccountability relationship between the ministry and the board is largely a mereformality. The UK seems to be positioned at the other end of the spectrum: the fundingcouncil has very clear and strict procedures regarding financial accountability andtransparency. Although it is not addressed at length in the UK literature, one maywonder whether so much accountability is healthy: council members have very highlevels of responsibility but no concomitant reward structure (lay members receive nofinancial compensation for their efforts).

Are the tensions reported here intrinsic to the ‘board phenomenon’ or are wemerely witnessing growing pains? It seems that Austria, having recently establishednew governance structures, is struggling more than the more ‘mature’ UK governancesystem. But, at the same time, we see ongoing debates in the UK system: in recentyears the HEFCE has demanded that the councils exercise more control over theiruniversities (particularly in the areas of financial accountability and risk manage-ment). This indicates that the right support–control balance has not yet been found(according, that is, to one of the major stakeholders in the higher education system).We also have to bear in mind that some of the problems in, for example, Austria couldbe interpreted not so much as tensions but as clear policy failures (the lack of account-ability of the Universitätsrat).

While our analysis is admittedly preliminary, in the sense that we still do not havefull insight into the workings of supervisory boards in higher education, we seepotential for improvements. The following suggestions are based on the premise thatsupervisory boards are here to stay, because a return to previous governance structures(representative councils, shared governance: see Lapworth 2004) would probablyentail closer government scrutiny. The ‘good practice’ literature (see, for example,Cornforth and Edwards 1998; CUC 2004) suggests, among other things, increasingtransparency by making board meetings, agendas or minutes public. This would givethe university community, as well as external stakeholders, a better understanding ofwhat is discussed at the institution’s top level. More transparency is likely to increasethe board’s legitimacy, and the establishment of effective (not only formal) account-ability relationships between boards and public bodies such as parliaments or minis-tries may increase the university’s legitimacy. Changes are also conceivable withrespect to the board’s composition. If expertise is the main selection criterion, then amandatory, functional spread of competences is recommended to overcome the biasedexpertise in boards (i.e. slanted towards financial expertise). If representation is thekey for selecting board members, the number of seats might be increased to provideroom for more internal and external stakeholders. For ambitious universities (a major-ity of) board members could come from abroad. Importing expertise would makethese universities more ‘internationalised’ at the top level, and break up the sometimesdense and hidden networks of power-brokers so common in smaller countries.Furthermore, legislators could assure that nomination procedures meet modern stan-dards for personnel selection procedures. For example, potential board members couldbe invited to apply for the job and to demonstrate their added value. Candidates shouldalso be provided with a job description so that they understand how challenging andtime intensive the duties of a board member are. A final suggestion for further increas-ing the board’s legitimacy is to form an independent committee of scholars, experts,staff and students whose task is to evaluate applicants’ profiles, and propose a pool ofcandidates from which the university or ministry can choose nominees. Boards’performance and competence could be improved by offering certified training

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programmes which would help participating board members compensate for a lack ofknowledge about higher education and the nature of the academic organisation.

Again, these are simply suggestions worth contemplating. Prior to defining a fixedagenda for redesigning board structure and composition, more empirical and detailedresearch on this topic has to be carried out. As was emphasised in the opening section,little is actually known about the guardians in higher education. On the basis of ourincreased understanding, however, we think that evidence-based policies should bedeveloped in order to provide universities with a governing structure that does justiceto the expectations of stakeholders both within and outside the university.

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