Good Governance and the Role of an Independent School Trustee

4 min

Ensuring that an independent school’s board of trustees operates in a manner that is consistent with the fundamental principles of good governance is essential to the overall health of the school. After all, the board is the guardian of the school’s mission. For the board as a whole to be able to perform its functions, it is essential that each trustee also understand the scope and nature of their role and their obligations to the institution.

The Key Fiduciary Duties

Fundamentally, members of an independent school board of trustees owe three key fiduciary duties—care, loyalty, and obedience.

Care: The duty of care means that a trustee must give the same care and concern to matters coming before the board as an otherwise prudent and ordinary person would give to their personal matters. For example, trustees act in a manner that is consistent with the duty of care when they actively participate in board meetings, monitor the budget and financial reports, and ask good questions to ensure that they understand a proposed action. A trustee breaches the duty of care when, instead, they act as a “rubber stamp” for issues coming before the board.

Loyalty: The duty of loyalty means that a trustee must put the interests of the school before their own interests (both personal and professional). Conflicts of interest, including the appearance of conflicts of interest, must be avoided, and trustees are expected to preserve the confidentiality of board meetings and matters that come before the board. A trustee breaches the duty of loyalty when, for example, they fail to disclose personal or professional conflicts that they may have, e.g., if they have a financial interest they may have in a decision coming before the board for its consideration or if they are voting on a matter that might have a particular impact on their child. It is also important to remember that the appearance of a conflict of interest can be just as damaging as a conflict itself.

Obedience: The duty of obedience describes a trustee’s duty to make sure that the school complies with applicable laws and regulations, and the duty to ensure that it is faithful to its own bylaws, policies, and mission. The duty of obedience also means that trustees must carry out the school’s mission. For example, it would be a breach of the duty of obedience to accept a donation that would require the school to engage in activities that are inconsistent with the school’s mission and culture.

Ensuring Trustees Understand Good Governance

It is important for a board to ensure that its individual trustees act in a manner that is consistent with their fiduciary obligations and that reflects an understanding that their role is fundamentally strategic and not operational. For example, trustees should be aware that they carry the following responsibilities by virtue of their service to the school:

  • Regularly attending board meetings, including coming prepared to actively participate in deliberations and discussions
  • Asking questions to ensure that they have sufficient information to make informed and thoughtful decisions on issues coming before the board, including listening to the opinions of others
  • Treating information that is discussed in board meetings as confidential, and not sharing the discussions or deliberations outside of the board meeting
  • Supporting the decisions of the board
  • Selecting, supporting, and evaluating the head of school, and understanding what is their work versus what is the work of the board;
  • Understanding what constitutes a conflict of interest and how to address a conflict of interest, even where there is only the appearance of a conflict
  • Being mindful that they are always a trustee and will be seen as speaking as a representative of the board, even when they have other roles in the community, such as a parent, alumnus/a, or donor
  • Ensuring that they keep abreast of issues and challenges facing independent schools today, including by attending various conferences for the independent school community
  • Ensuring that they familiarize themselves with the governing documents and other important policies, including the bylaws, conflict of interest policy, whistleblower policy, and other board policies
  • Understanding the consequences that can result from a breach of their fiduciary obligations, including the liability that can come to the school and the personal liability a trustee may incur

Consider conducting regular trustee training and orientation, as an element of ongoing professional development, to help individual trustees become aligned with their role and understand their key fiduciary obligations, and to ensure that they understand the board’s bylaws, policies, and procedures. In understanding their fiduciary obligations, trustees will also understand whether they are individually fulfilling their duties in service to the school.