On Being a Good Trustee
Being asked to join the board of trustees of a
prestigious university is a great honor. Many people don't
realize it's an even larger obligation. The trustees are
charged with ensuring that, in fulfilling its mission, the
university not only survives but that it thrives. Their
role is extremely important for the long-term success of
the university. And Johns Hopkins is blessed to have one of
the finest groups of trustees any university could
desire.
Trustees are usually elected based upon their notable
success in some field, and, most often, it is not that of
higher education. Few new trustees have had much experience
with academia, save the time they spent in college and
graduate or professional school.
So it is not surprising that many newly elected
trustees find it difficult both to understand the
operations of the university and to determine how to best
execute their governance role. While many arrive thinking
they know Johns Hopkins from their exposure to one of our
divisions, they soon find that even the operations of a
single division are far more complex than they imagined,
let alone the entire amalgamation of the multidivisional
global player that is Johns Hopkins. You might envision
Johns Hopkins as an extremely busy nine-tentacled octopus
(should that be a "nonopus"?).
Many of our trustees are highly regarded for their
success in business, and for their extraordinary generosity
to the university. But I bet few in the Hopkins community
have any understanding of the time and energy that our
trustees devote through their board service to helping the
university carry out its mission. Their work on behalf of
the university is best understood by looking at the scope
of trustee committees — finance, academic affairs,
audits and insurance, buildings and grounds, investments
and so forth. Serve on any of these committees and you
immediately begin to see how complex are the operations of
Johns Hopkins and, at the same time, how much time a
trustee must devote to understanding the issues in order to
best help the university in a governance role.
The recent untimely death of one of Johns Hopkins'
finest trustees, Andrew J. Bozzelli, calls to mind what an
exemplary trustee can mean to us all. Andy was an alumnus
of the Whiting School of Engineering, class of 1953, a
successful businessman and, like many trustees, a generous
benefactor of the university. His expertise in the private
sector and his great love of Johns Hopkins were two ample,
though not at all unusual, qualifications for election to
the university's board of trustees.
What distinguished Andy, in my mind, was his dedicated
service to the affairs of the board. In my 10 years as
president, Andy never missed a meeting. This would qualify
him for Michael Bloomberg's No. 1 criterion for success in
any endeavor: Show up early and leave late. Andy attended
every meeting of the full board, plus that of any committee
to which he was assigned.
Many other trustees are faithful attendees as well, of
course, some coming several thousand miles for each and
every board meeting. Andy, however, perhaps unlike any
other trustee during my tenure, chose to understand in
great depth the operations and activities of the
university. He chaired the finance committee and knew where
every penny of the university's resources was being spent.
When a university borrows money (as most do), it must have
an external review by outside bond-rating agencies, such as
Moody's, Standard & Poor's and Fitch. One of the many
things these rating agencies do is delve into details, and
I do mean details. Not only do they interview management
— the term "grill" comes to mind — they also
pore over financial statements, look at how well fund
raising is going and even assess the strength of student
applicants. (Recently, while in New York for an event where
Johns Hopkins invites alumni and friends to a program of
faculty presentations, I was surprised to shake hands with
one of the auditors working for Standard & Poor's, there to
observe firsthand how our fund raising was managed!)
The rating agencies also interview trustees. After one
such interview with Andy Bozzelli, who at that time was
chairing our finance committee, the agency interviewers
told me that in their years of experience working with
many, many universities, they had never interviewed a
trustee who was so knowledgeable about his university's
finances. Even after Andy became emeritus trustee and
passed the reins of the finance committee to Pam Flaherty,
he continued to attend all the committee meetings. This
past winter, we were making a presentation to the committee
on the university's five-year plan, outlining the projected
financial forecasts for each division and listing a base of
assumptions. Andy quickly pointed out that given the
tuition revenue forecast, one of the divisions would have
to be planning a significant expansion in the number of
undergraduate students, even though this had not been
outlined in the base assumptions. None of us had picked up
this important discrepancy, even though we had pored over
the document. Red-faced, we had to agree to explore this
issue and get back to the finance committee with an
explanation!
While Andy delved deeply into the details of whatever
committee to which he was assigned, he knew the difference
between minor issues and the really important ones. He was
never shy about asking questions, and I can't recall a
single one that was off the mark. Such diligence and
insight are important, but Andy was always cognizant of the
line between governance, a board of trustees function, and
operations, which falls to the president and university
administration. This balancing act requires considerable
sensitivity in knowing when to speak up or intervene and
when to remain silent.
Earlier this spring, two unusual events occurred. Andy
failed to appear for a Hopkins lacrosse game at Homewood
Field, and he canceled his plans to attend the board of
trustees meeting the next day. I knew things must be
seriously wrong, and, unfortunately, I was more prescient
than I would have wished. A week later, he received an
unfavorable diagnosis of a condition that quickly led to
his death.
Andy's funeral was held in Ardmore, Pa. Someone there
commented to board of trustees Chairman Chip Mason that it
was impressive that he had taken time from his busy
schedule to travel from Baltimore for the funeral service.
Chip responded, "Andy was one of the finest people I have
ever known."
Well said, and highly appropriate. To which I can only
add, "and one of the best trustees a university could ever
wish for."
William R. Brody is president
of The Johns Hopkins University.
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