University System of New Hampshire...2019/06/27 · Review and discuss the plans for next year's...

I.

II.

III.

IV.

V.

VI.

VII.

VIII.

IX.

University System of New Hampshire

Governance Committee

Thursday, June 27, 2019 9:30 AM (EDT)

25 Hall Street, Concord, New Hampshire 03301

GSC - Concord - Board Room (3rd Floor)

Committee RosterKass Ardinger, Committee Chair

Ken Moulton, Committee Vice Chair

Amy Begg

Jamie Burnett

Jackie Eastwood

Chris Pope

Morgan Rutman

Call to OrderEstablishment of a quorum sufficient for the conduct of business (four committee members present at the meeting location).

Approval of Meeting MinutesApprove minutes of the meeting of April 25, 2019.

Proposed Motion:

MOVED, the Governance Committee hereby approves the minutes of the meeting of April 25, 2019, as presented in

Attachment A to the agenda for this meeting.

(Attachment A: Draft Minutes for the Meeting of April 25, 2019)

Annual BOT Self-Assessment SurveysReview and discuss reports of results from this year's annual self-assessment surveys.

(Attachment B: Reports of Results from Annual Self-Assessment Surveys for GY2019)

Proposed Amendment to Board Policy on the Implementation of the Student Trustee Election

LawReview, discuss, and, if acceptable, vote to recommend the proposed amendment for consideration by the full Board of

Trustees.

(Attachment C: Proposed Amendment to the Board Policy on the Implementation of the Student Trustee Election Law, BOT

I.A)

Proposed Amendment to the Board's Bylaws on the Composition of the Executive CommitteeReview, discuss, and, if acceptable, vote to recommend the proposed amendment for consideration by the Executive

Committee.

(Attachment D: Proposed Amendment to the Board's Bylaws on the Composition of the Executive Committee)

Proposed Board Statement on Diversity and InclusionReview, discuss, and, if acceptable, vote to recommend the proposed statement on diversity and inclusion for consideration

by the full Board of Trustees.

(Attachment E: Proposed Board Statement on Diversity and Inclusion)

New Trustee Orientation Program - September 19, 2019Review and discuss the plans for next year's new trustee orientation program, scheduled for September 19, 2019.

(Attachment F: New Trustee Orientation Slide Deck for GY2019)

Resolution and Closure of a Potential Conflict of Interest Reviewed and Approved by the

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X.

XI.

XII.

Committee under BOT III.I.3Report of final resolution and closure of potential issue reviewed and approved by the Governance Committee at its meeting

of April 25, 2019.

(Attachment G: Report of the Governance Committee to the Board of Trustees)

Annual Review of Committee Charter, Work Plan, and Performance AssessmentReview and discuss the committee charter and annual work plan; assess the committee's performance for GY2019; suggest

and consider improvements for the coming governance year.

(Attachment H: Committee Charter; Attachment I: Annual Work Plan for GY2019)

Call for Further BusinessOld business, new business, and Chair's closing comments.

Adjourn

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Attachment A

DRAFT Minutes for the Meeting of April 25, 2019


Board of Trustees


(June 27, 2019)

Agenda Materials

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Governance CommitteeClosedUNH Holloway Commons - Cocheco RoomDate: 4/25/2019 at 9:30 AM to 11:00 AM (EDT)Location: UNH Holloway Commons - Cocheco RoomDial-in:Visibility Setting: PublicRoster Visibility Setting: PublicRequired: YesAgenda Posted: 4/18/2019 10:48 AMDescription:

Meeting Summary

Attended MembersKassandra (Kass) ArdingerAmy BeggJackie EastwoodKenneth MoultonChristopher PopeJ (Morgan) Rutman Meeting Minutes For Agenda ItemsCall to Order: At 9:30 am, Committee Chair Ardinger opened the meeting and noted the presence of a quorum sufficient for the conduct of business. In additionto the committee members noted above, the following trustees attended the meeting: Board Chair John Small, Trustee Wally Stevens, and President MarkRubinstein. Also present were: USSB Rep (UNH) Jacob Bennett, USSB Rep (PSU) Tim Herbert, and staff members Chris Clement and Ron Rodgers.

Approval of Meeting Minutes: On motion made by Trustee Eastwood and seconded by Trustee Moulton, the committee unanimously approved the draftminutes for the meeting of January 17, 2019, as presented in the materials distributed with the agenda for this meeting.

Annual BOT Self-Assessment Surveys: Following a brief discussion the committee agreed to once again administer the annual Board self-assessmentsurveys, without amendment to the instruments used last year. The committee also agreed on the critical importance of Board members' full participation in theself-assessment process and asked the Chancellor's office to include a statement to that effect in the survey cover note to all Board members. Not only isparticipation an essential part of a trustee's duties, the execution of an effective process of self-evaluation is a substantive criteria for the continuation ofacademic accreditation by the New England Higher Education Commission as well as other accrediting bodies.

Eligibility to Serve as Student Trustee: The committee received and reviewed a proposal from USSB Rep (UNH) Jacob Bennett to expand to USNH graduatestudents eligibility for service as student trustees. Currently eligibility is limited by Board policy to only full-time matriculated undergraduate students. Followingdiscussion, the committee asked the Chancellor's office to draft a proposed amendment to the Board policy delegating to each the USNH institutionaladministration, in consultation with the student body, the authority to establish eligibility criteria for the student trustees elected by their institution. The draftamendment will be first presented to the Administrative Board for review and comment and then placed on the agenda for the committee's meeting in June.

Review of a Potential Conflict of Interest under BOT III.I.3: The committee reviewed the request of Trustee Jamie Burnett for review of the potential conflict ofinterest issues raised by his nomination to the governing board of Granite State Management and Resources (GSM&R), an organization within the NewHampshire Higher Education Assistance Foundation (NHHEAF) Network. After substantial discussion the committee asked the Chancellor's office to inquireabout the legislative and other lobbying activities of the NHHEAF Network organizations, if any, and the potential impact on USNH's interests. The committeethen voted, on motion made by Trustee Rutman and seconded by Trustee Pope, to approve Trustee Burnett's proposed service on the GSM&R governing boardcontingent on the appropriateness of the information obtained as determined and reported by the General Counsel.

Proposed BOT Statement of Diversity and Inclusion: Following a brief discussion the committee, on motion moved by Trustee Eastwood and seconded byTrustee Moulton, unanimously voted to approve for recommendation to the full Board at its June meeting the proposed Board of Trustees' Statement of Diversityand Inclusion, as amended. The committee also gave final approval to the proposed amendments to the Board's Trustee Position Description, principallyincluding the proposed Statement of Diversity and Inclusion. After reviewing the "Time Commitment" section of the position description, the committee discussedthe options available to ensure the regular attendance and participation of each and every trustee. The committee agreed the attendance and participation oftrustees should be monitored by the Board leadership and, if problematic, discussed with the individual trustee. In particularly difficult cases it may be appropriatefor Board leadership to raise the issue with the appointing or electing authority for the trustee in question. Finally, the committee agreed the new trusteementoring program should emphasize the expectation and importance of a trustee's attendance and participation.

BOT Board Officers: Secretary: Following substantial discussion of a number of options for addressing the occasional difficulty of obtaining a quorum for theconduct of Executive Committee meetings, the committee asked the Chancellor's office to draft for consideration at the committee's next meeting an amendmentto the Board's bylaws that would allow a committee vice chair to participate in an Executive Committee meeting in the committee chair's absence. The committeealso asked to have the draft amendment placed on the full Board agenda for the Annual Meeting in June, contingent on the Governance Committee's approval ofthe proposal. Finally, the Governance Committee decided to entertain at a future meeting the question of the appropriate size and composition of the ExecutiveCommittee.

Approved Amendment to the Board's Conflict of Interest Policy - Information Only: The committee received without comment the informational item on theproposal to amend the Board's policy on conflict of interest. The committee approved the proposal at its last meeting; the proposal will be presented for finalapproval at tomorrow's meeting of the full Board.

Committee Work Plan for GY2019: The committee reviewed the GY2019 work plan and agreed it remains accurate and appropriate - no changes wereproposed.

Call for Further Business: Chair Ardinger called for further business and, hearing none, accepted a motion to adjourn from Trustee Pope, which was dulyseconded by Trustee Moulton.

Adjourn: The committee unanimously approved the motion and Chair Ardinger adjourned the meeting at 11:00 am.


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Attachment B

Annual Self-Assessment Survey Results


Board of Trustees


(June 27, 2019)

Agenda Materials

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BOARD OF TRUSTEES

Performance Self-assessment Surveys GY 2019

Results

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3.5

5

3.8

5

3.7

3

3.3

8

3.4

8

The Board’s relationship with major stakeholder

groups (students, faculty, staff, alumni, public) is

effective.

4.0

0

4.3

5

4.0

0

3.6

2

3.3

9

The Board is appropriately focused on system office and campus leadership

succession planning.

3.8

2

4.1

5

4.0

7

3.9

0

3.7

0

The Board utilizes its time effectively and focuses on

the appropriate issues.

4.0

0

4.0

0

3.8

0

3.8

6

3.7

0

Trustees come to Board meetings adequately

prepared and are actively engaged in discussions.

4.0

0

4.2

5

4.2

7

3.7

6

3.7

0

The Board spends the necessary time reviewing

and approving system office and campus strategic

directions, annual operating plans, and annual budgets.

3.8

2

4.0

0

4.0

0

3.6

2

3.6

5

Board meeting times are appropriately allocated between management

presentations and discussions.

3.8

2

3.9

5

4.0

0

3.5

7

3.6

1

The Board effectively guides campus and system leaders.

3.8

2

4.0

0

3.8

0

3.7

6

3.8

7

The Board receives sufficient and timely information to make

informed and thoughtful decisions.

4.2

7

4.5

5

4.2

0

3.9

5

3.8

7

Board meetings are conducted in a manner

that facilitates open communication, meaningful

participation, and timely resolution of issues.

4.0

0

4.1

0

4.0

0

3.8

1

3.8

7

The Board understands system and campus values,

missions, strategies, and business plans and reflects this understanding on key

issues throughout the year.

3.9

1

4.2

0

3.9

3

3.7

6

3.7

8

The Board discusses issues at an appropriately

strategic, nonoperational level.

3.5

5

3.9

0

3.9

3

3.8

1

3.7

4

The Board and committees have the right mix of skills

and experience.

3.9

1

4.1

5

3.8

7

4.0

0

4.0

9

Materials sent to the Board are useful and focused at the appropriate level of detail and enable you to

understand the important issues and trends.

4.1

8

4.4

0

4.2

7

3.6

7 4.0

4

The Board trusts campus and system leaders to be

transparent and to bring all important matters to the

Board.4

.00 4.4

5

4.2

0

3.6

2 4.0

0

The Board’s organization and process, including the

committee structure, allow it to govern effectively.

3.8

2

4.0

5

4.2

0

3.6

2

3.9

1

The Board and committees are adequately assured that

the system office and campuses have effective

internal controls.

3.8

2

4.2

5

4.0

7

3.8

1

3.9

1

The Board adequately monitors system office and

campus performance against comparative data.

4.8

2

4.7

0

4.8

7

4.5

7

4.7

0

The staff and support for Board and committee

meetings are adequate.

4.0

0

4.2

0

4.1

3

3.9

0

4.2

6

The process for committee appointments is clear and

well managed.

4.3

6

4.4

5

4.4

7

4.1

9

4.2

2

The Board maintains the educational integrity of the

system office and campuses.

4.0

0

4.3

0

4.3

3

4.1

4

4.1

7

The allocation of work among Board committees

is reasonable.

USNH Board of Trustees | Board Performance Evaluation

Indicator Ratings by Year 2015−2019

4.00− Most of the Time

Response weighting: Never = 1 | Rarely = 2 | Some of the Time = 3 | Most of the Time = 4 | Always = 5

Scale: 1−Never to 5−Always

N = 11 20 15 21 23

20

15

20

16

20

17

20

18

20

19

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1 1

4

7 810

7

11

7

1614

11

15

10 11

1 2 1 1

The Board utilizes itstime effectively and

focuses on theappropriate issues.

Trustees come toBoard meetings

adequatelyprepared and are

actively engaged indiscussions.

Board meeting timesare appropriately

allocated betweenmanagementpresentations

and discussions.

The Board effectivelyguides campus and

system leaders.

The Board’s relationship with major

stakeholder groups (students, faculty,

staff, alumni, public) is effective.

The Board is appropriatelyfocused on system officeand campus leadership

succession planning.

3.70

3.70 3.65

3.61

3.48

3.39

1 1

6 6 79

14 14 14 14

9

3 3 2 24

The Board understandssystem and campus values,

missions, strategies, andbusiness plans and reflectsthis understanding on key

issues throughout the year.

The Board receivessufficient and timelyinformation to make

informed andthoughtful decisions.

The Board discussesissues at an

appropriately strategic,nonoperational level.

The Board andcommittees have the

right mix of skillsand experience.

The Board spends thenecessary time reviewing

and approving system officeand campus strategic

directions, annual operatingplans, and annual budgets.

3.87 3.70

3.743.78

3.87

35

75

9

16

1311

15

8

4 5 53

6

The Board trusts campusand system leaders to betransparent and to bringall important matters to

the Board.

The Board’s organization and process, including

the committee structure, allow it to govern

effectively.

The Board adequatelymonitors system office

and campus performanceagainst comparative data.

The Board and committeesare adequately assured

that the system office andcampuses have effective

internal controls.

Board meetings areconducted in a manner

that facilitates opencommunication, meaningful

participation, and timelyresolution of issues.

3.873.91

3.914.004.04

111 13 3 45

12

8

13 13

17

911

7 6

The staff and supportfor Board and committeemeetings are adequate.

The process for committeeappointments is clear

and well managed.

The Board maintains theeducational integrity ofthe system office and

campuses.

The allocation of workamong Board committees

is reasonable.

Materials sent to the Boardare useful and focused atthe appropriate level ofdetail and enable you to

understand the importantissues and trends.

Average Rating

4.504.26

4.224.17

4.09

USNH Board of Trustees | Board Performance Evaluation

Response Frequency 2019

10

1

57

8

32

0

The Committee has theright mix of skills and

experience.

The Committeediscusses issues at an


Committee meeting timesare appropriately allocated

between managementpresentations and

discussions.

Never Rarely Some of the Time Most of the Time Always

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❖ The quarterly meetings could be extended from 1 and 1/2 days to 2 full days. There is an enormous amount of information to be discussed, and often there are strategic discussions that are cut short or that dominate while other topics are short-changed. I think it’s perhaps reasonable to consider 2 full days in the future – since we are only asked to meet as a full Board once per quarter. The reality is that the Financial Affairs Committee becomes a catch-all committee for all strategic discussion. More time might improve that issue. Additionally, I’d like to see an opportunity for more presentations or discussion around campus/system initiatives, but we are usually limited to just one (sometimes two) major presentations per full Board meeting.

❖ I think they are adequate. Understanding the process takes time – perhaps add to Trustee Orientation the annual calendar of events, i.e., when/how the budget is processed, when/how CEO’s are evaluated, etc.

❖ The annual retreat should revert to 1 and 1/2 days. The Board does not have enough time to engage in strategic discussions about the challenges of the system. Too much time is devoted to talking at us. This is also especially true for the Educational Excellence Committee.

❖ 1. We must figure out a process for allowing extended Board discussion on “sticky” matters. Committee chairs are in the difficult position of having to curtail discussions/questions so that meetings don’t run over. And it must be in a forum where all Board members, regardless of Board seniority or position, are comfortable and feel welcome to examine issues and ask questions. 2. There exists a subtle language barrier that contributes to the difficulty of some Board members (who come from disciplines outside of higher education) to quickly understand difficult issues. Staff are not intentionally trying to mislead or confuse anyone and likely many don’t even recognize this challenge. It can take a long time for folks like me who come from the outside world to understand the “edu-speak.” As an example, at an Executive Committee meeting, I heard terms like “sticker price.” That is fairly easy to figure out, but the term without the context to go with it might cause newer members to miss the point. New members are simply not going to stop the flow of discussion to ask a senior Board member or staff person to define a term or phrase.

❖ Often, we have too much information that is overwhelming – often executive summary would be helpful...

❖ The Board does and should operate at the highest level of the organization. At times, we venture into the weeds of the campus but there is usually another Board member, or the chair, who reminds us that we may be digging in a bit more than needed.

❖ Very well-functioning Board at the “right levels.” I wish there was a way to get ALL board members to be more engaged.

❖ 1. Spend more time on the missions and strategies of the institutions and assessing our performance against them. 2. Focus on governance, and not management, of the institutions. 3. There is a great deal of interest in and focus on financial results; sometimes this feels excessive. Compare the attendance and intensity of discussion at Educational Excellence vs. Financial Affairs. The Board’s agenda and process should recognize that, while effective financial management is crucial, it is in service of academic goals.

❖ The Board has a tendency to get into the weeds on too many issues which results in spending way too much time on issues and not governing at a higher and more strategic level. Too few people monopolize meetings with too many questions and comments.

❖ Although most processes seem to function effectively for members of the Board appointed to four-year terms, it might be worthwhile to look at how those same processes are conducted for student members of the Board. In particular, the process by which student strengths are assessed and how they are then appointed to appropriate Board committees. As a student, I never had the opportunity to make my case for appointment to any other Board committee, although I did have a rather thorough knowledge of campus-level finances (especially regarding mandatory fees) from the work I did before taking on the role. Some of the students involved in the USSB have brought experience and/or knowledge related to finance, collective bargaining, etc., that may have proven useful.

❖ Still need a “system” strategy. When will we discuss consolidation of programs, common recruiting, common application, etc.? The demographics of the region are real and impact all of higher ed.

❖ I think that we need to have more opportunity to discuss major strategic challenges. A retreat once a year is not adequate. I think that the retreat has to be better focused to identify important priorities. There should be more pre-retreat planning so that we target critical issues. Given the reality of the demographics, we need to tackle the future challenges more aggressively by not just identifying certain areas such as marketing and synergies, but by looking at the structure of the system and the schools.

❖ 1. Given requirements for open meetings, and the large number of people from the campus administrations sitting in the meetings, it is virtually impossible to have open, serious conversations about the many strategic and structural issues facing the system. Somehow, we need to find a mechanism that enables the Trustees to engage in the kinds of confidential and strategic conversations that are a hallmark of good governance.

2. We simply don’t have the right skillset on the Board that has fiduciary responsibility for a billion-dollar enterprise. The IT consolidation fiasco, to take one prominent example, should never have occurred and was as much a failure of Board governance as it was mismanagement by the Administrative Board.

❖ I think our new format for committee meetings that overlap less is a real improvement, allowing more members to attend more committee meetings. I still strongly support the committee day/Board day back to back approach – it’s highly effective. I think the Executive Committee could be smaller to allow the ability to achieve a quorum with four vs. five members. This has been a real challenge over the past two years.

❖ With Trustees spread out in a large area, adequate attention should be given to sound systems.

❖ Would like to see USSB members all assigned to committees with no voting rights unless they are a student trustee.

❖ Increase the expectations and accountabilities for strategic (multi-year) planning for campuses and system. Create clear expectations and processes for campuses to appeal (individually or collectively) for investment opportunities with required ROI calculations, returns, and accountability. Ideally, we would mature to an organization with less management direction and less focus on cost containment as an obsessive priority. CEOs must be expected to develop and deliver strategic business development, market share development, and operational portfolio balance on campuses and across the system. CEOs must regain this trust and Board must demand and enable this move.

USNH Board of Trustees | Board Performance Evaluation — Comments 2019

Do you have suggestions for improving Board organization and process?

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❖ I believe that we need to strengthen the chancellor’s role. Many of the issues addressed earlier might have been avoided if the chancellor had stronger administrative and oversight functions in the system.

❖ Revisit and review the Huron Report. That was supposed to be a living document, and it is not clear that we have built an effective feedback mechanism to take lessons learned – about what works and what does not – to refine the relationships (Board, Administrative Board, System Office/Campuses, Campuses/Campuses).

❖ I’m not sure if we have executed this or not, but I think there should be 360 performance feedback for our chancellor and CEOs. It is really important to hear in an open and safe space upward feedback. Often, that is an opportunity to identify a possible situation or flag that something may occur.

❖ I am struggling with the lack of power of the system office v. the autonomy of the presidents. I believe that we need to give the presidents the power to manage their budgets and programs at the same time that we delve deep into restructuring (as one example, should the nursing programs be combined and administered centrally?). We need to figure out a way to more proactively look at these structural issues in a forum that is not public to allow for frank and open discussions.

❖ Structural issues first and foremost. As the market shrinks, the redundancies across the system must be addressed. These redundancies are as much academic as administrative. For example, example, how many accounting programs do we offer across the system? Or take nursing. We have an outstanding program at UNH, and yet we’ve managed to get ourselves in probation problems at KSC and PSU.

❖ Maybe reinstitute a capital committee.

❖ Responding to a shrinking market demand and undertaking the difficult process of rightsizing before the downward trend of meeting margin becomes a crisis.

❖ The foundation is there for effective governance. It is up to us to make sure we govern and not manage.

❖ Using a government analogy, are the member institutions part of a federation, or of a confederation? Is there a better way to use our always-limited resources? Should each of the institutions have its unique focus? Granite State certainly does, but what about Keene and Plymouth? Could some disciplines be consolidated? Can that happen while still maintaining a liberal arts curriculum?

❖ Assign some Trustees to work with the Administrative Board on consolidation opportunities. Revive the Academic Planning Council. Assign all “online” assessment development and implementation to Granite State – can still be “branded” for each school.

❖ We know our current structure (four presidents/one chancellor reporting directly to the Board) has strengths and weaknesses. The main weakness is that it challenges the four institutions to function as one system with a common system vision and strategic plan. This will become increasingly important as the on-going decline in enrollments challenge our margins. We know private institutions are impacting our application numbers. We cannot allow system institutions to impact application numbers for other system institutions. The institutions have their own strategic plans and that is good. But those strategic plans must fit within the framework of the University System as a whole. Thus, the USNH should develop its own vision and strategic plan beyond just establishing margins and other financial goals.

❖ Require group participation in Educational Excellence and Financial Affairs Committees for all members. These should be the elements of the meetings to delve deeply into strategy and fiscal stewardship at the appropriate governance and engagement levels. With absences at these committee meetings, the conversations of the full Board are not aligning as effectively as they should.

USNH Board of Trustees | Board Performance Evaluation — Comments 2019, continued

What issues should the Board address as improvements to the governance systems?

❖ I feel we have adequate time to review the reports prior to Board meetings.

❖ Information is not always forthcoming. The situation at Keene State was not adequately communicated to the Board, and the deteriorating campus dysfunction was allowed to continue way too long. Also, the financial stress of UNHM and the School of Law was not known to all Board members until recently.

❖ Tia Miller and the USNH team do a fantastic job of getting us the information as quickly as they possibly can. Particularly as it relates to the turnaround time from Thursday to Friday.

❖ Very difficult question given the enormous amount of data. I believe the Board and committees do a fine job in distilling the information down to the critical/salient level.

❖ The System Office does a superb job of providing the information in a manner that is accessible. Only suggestion would be to remind campuses that major items need to be given appropriate time – especially large funding initiatives (I’d raise the Pandora building lease issue as an example of inadequate notice). I think we are doing a better job of avoiding those sorts of problems, but let’s remain mindful so we continue to avoid them in the future.

❖ No. This seems to work well.

❖ BoardMax and Tia Miller are great!

❖ I think the Board needs to be more straightforward with the campus presidents in outlining what their expectations are rather than exhibiting surprise and angst when they find out that certain information wasn’t brought to them, when the expectation wasn’t necessarily set. It at times seems like, although the Huron report made appropriate changes to the

Board operations, the Board as a whole hasn’t found the appropriate “sweet spot” between the responsibilities of the Board and those appropriately delegated to the intuitions. A good example of this seems to be the outrage revolving around the 66 Main Street development at UNH. Regardless of the merits or lack there-off of the proposal, it was a point of contention that simmered down to establishing better expectations. Maybe this includes reviewing the delegated operational mandates/expectations from the Board to the campus.

❖ Less is more. We’re making some progress.

❖ We send out bulk packets 10 days ahead of meetings and expect that the Board will read and process a great deal of information. Some of the information in those packets is more “background” and perhaps could be made available earlier so that it can be absorbed in a less rushed fashion and that would allow the meeting packet to be more focused on USNH-critical information.

❖ Financials could be less dense. The new approach with up front overviews in PowerPoint, with supporting materials is better … but it still seems daunting … but mostly in Financial Affairs. But on the other hand, when questions do arise, the answers are there.

❖ Once I understood the system, I have found it to be excellent.

❖ NO

❖ Executive summary narrative or lead slides to hit high points of detail for all committee or management presentations would be an added asset in my opinion.

❖ None. Tia Miller does an outstanding job of providing materials and allowing Trustees to be organized and well informed.

Do you have suggestions for improving the way the Board receives information?

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❖ Keeping meetings, especially committee meetings, on schedule.

❖ Begin the study of how to combine institutional resources in ways that will positively serve NH workforce needs, i.e., more collaboration with community colleges, more pathways to degrees, finding ways to collaborate on programming among the USNH institutions and developing new programs to meet workforce needs.

❖ The Board needs to address the lack of a coordinated strategy for outreach to the K-12 system.

❖ I thought the exercise we did at last year’s retreat was particularly helpful, where we broke up into smaller groups to think more strategically about what our priorities and focus should be for the year.

❖ I think a major, recent improvement has been the change to allow for nonpublic discussion of system matters without CEOs present. It has not been utilized very much to date, but a very useful option.

❖ Try to stay at the governance level and resist the temptation to delve into management.

❖ Over the years, institutions have evolved to be so student and consumer focused, especially when one looks at the services that are available at the campus level and how those are important in allowing the institutions to stay competitive. With this in mind, I think there is some value in looking at how we engage and enable students to give critical feedback. This starts with enabling the students that come to the Board and utilizing their engagement to solve some of the problems that we often highlight. Another initiative that may prove effective, that is related to this, is to take a greater look at the conflicts and power dynamics that occur between members of the Board and the respective presidents. I have heard alumni and student Trustees referred to as “XYZ president’s trustee.” Doing so runs counter to the intended purpose of their roles and also stifles the Board’s ability to effectively scrutinize and hold people accountable. There may be an opportunity for the Board to step in and prevent some of these power dynamics and relationships that may prove counterintuitive.

❖ Declining enrollment.

❖ Provide more time for presidents to report on the details of their strategic plans and the markets they serve.

❖ I suggest that we have a pre-retreat executive session with key members of the Board invited to figure out what issues should be discussed at the retreat.

❖ The creation of a forum that allows for regular, confidential discussions about the most pressing strategic, structural, and personnel matters facing the system. Such a forum should also allow for executive sessions (i.e., sessions without management). Such regularly scheduled executive sessions are matters of routine on the vast majority of boards and are absolutely essential for good governance.

❖ Get Trustees on the Board that are committed to moving the Board forward.

❖ Executive Committee meetings between full Board meetings would seem to provide the opportunity for Board members to further examine “sticky issues” when we run out of discussion time during regular committee and full Board meetings. This has been discussed and was actually a follow-up from the Keene after-action. But I think to encourage this, committee chairs and the Board chair, when they find themselves in the position of having to cut off conversation in order to move on, should specifically recommend to the members that the particular “sticky issue” discussion will be continued at an Executive Committee meeting if members would appreciate the additional time to explore a particular issue. This might give the staff person the opportunity to better prepare for the discussion.

❖ A USNH strategic planning process. This might be a data-informed exercise that envisions what NH will need in 10 or 15 years and to understand what that would then require for USNH to be a well-coordinated system of public higher education, rather than an amalgam of four institutional strategic plans.

❖ Ability to speak freely in closed door sessions....

❖ Focus on talent needed for the Board, and have the Board continue to push on synergies across our system.

❖ Developing an appropriate briefing system from which Trustees could better understand the core principles on which certain policies are based. Example: Is there a policy concerning changing climate and/or environmental factors. (That might be relevant to the turf field discussion.) Example: Concerning external communications, is the focus to shape story or, give the story, to shape how it is communicated.

❖ Follow Roberts Rules for conducting meetings so that all Trustees have a chance to provide input, not just those who shout the loudest.

❖ Focus on business development plans for campuses and system with ROI calculations for 3- 5 years topside.


If the Board were to undertake one initiative that would make a difference in strengthening the Board’s effectiveness, what would it be?

❖ The subcommittees are the necessary ones to have. I think they function well. We have been fortunate to have an excellent chair of the Financial Affairs Committee – it would be vitally important to maintain a highly competent chair of that important committee.

❖ I love that we have moved the Educational Excellence Committee to an earlier spot so that I am able to attend at least half of that session before Governance Committee. The presentations given by the provosts provide vision and insight into our institutions, and I find them to be invaluable information to have as a Trustee when advocating for the system.

❖ I believe the committees are staffed and populated effectively and thoughtfully. I wish there was a way to ensure ALL Trustees are prepared and engaged. I feel some members do not review the material and are not engaged.

❖ The Educational Excellence Committee should be taken more seriously, especially relative to the Financial Affairs Committee.

❖ Again, too much time talking at us!

❖ It is a better schedule that allows at least some opportunity to attend most subcommittee meetings.

❖ Executive Performance Review Subcommittee is good, but some presidents’ goals have gotten too lengthy ... we need to provide guidance to get this back to our original state … most are ok, but a couple are way too long. Compensation Committee is very efficient and our annual benchmarking must continue ... they’re a godsend when any challenges come up about compensation.

❖ Educational Excellence Committee hears reports and doesn’t have time for much discussion. I think that it could be more strategic and innovative.

❖ Most seem to be working well. The Nomination Committee and Compensation Committees have been huge improvements.

❖ I have not yet chosen a subcommittee and have benefitted from attending meetings of most of them. My experience is that the first day of Trustee meetings is packed with valuable information and discussion, reflecting on the good work of the committees. The second day is more one of reporting so that everyone can learn of what the committees did.

❖ Subcommittees appear appropriate for governance and participation. The one recommendation regarding required Board member participation in Educational Excellence and Financial Affairs Committees is essential for this time in my opinion

Please comment on the Board’s subcommittees and offer suggestions for improvement.

of 66 6/20/2019 1:34:35 PM

❖ The hit to higher ed is happening all over New England. It will be important to carefully monitor how other states are managing their public institutions and perhaps borrow good ideas wherever they originate. It is also crucial for the System Office and the Board to keep focused on what matters the most to providing higher educational opportunities to our state, given the shrinking market demand, the paucity of state aid, and the overall lack of enthusiasm of residents to support the USNH institutions. Businesses must play a role in helping to keep our institutions healthy, and more partnerships ought to be established and supported.

❖ The Board is comprised of highly competent and engaged members. One suggestion: Board members should be invited to more campus events and should attend commencements. Also, commencements should not conflict. This makes common sense.

❖ Board members are talented and committed volunteers. I appreciate very much all of their efforts. But I believe that the board has drifted out of alignment with its mission, as I have outlined elsewhere.

❖ Consider making the retreat two days – the first to identify and discuss the problems, and the second to target what we are going to do about this. The next two years will be critical to rethinking how to get our high school students to come to our schools, while we deal with the demographics of the next decade.

❖ Once the top strategy is agreed upon, then time to review and discuss is absolutely necessary.

❖ The Board has spent a great deal of time dealing with expenses in many areas, which I think is time well spent. What we have not spent any time on (that I can recall) is looking at expenses that drive the room and board rates. It is not just tuition that is driving up the costs of attendance. All costs are important, and I think we have overlooked these two important areas.

❖ The Board is an essential and appreciated leadership body. I have witnessed effective adjustments over the past two years and am positive and looking forward to the future ahead.

❖ I think that the internal audits are almost as important as the external audit, and all Board members should understand their responsibility to pay attention. It also occurs to me that the Board might benefit from a session in State budgeting, at least every other year. And this brings me to something that might belong somewhere else. I think the System Office should reconsider the value of having one staff member who focuses as THE lobbyist for the system. I believe that the more interaction members have with someone who is readily available to talk about the system, the better the understanding legislators will have of the scope of the institutions’ activities and their services to the citizens of the state.


Additional comments or suggestions.

of 66 6/20/2019 1:34:35 PM

4.5

0

4.5

8

4.5

4

4.4

7

4.5

3

I strive to ensure that the missions of the institutions

are kept current and are aligned with public

purposes.

3.6

0

3.5

8

4.0

0

3.8

3

3.8

4

Outside of Board and committee, I regularly

attend events and programs at one or more of our USNH

institutions.

4.6

0

4.3

2

4.3

1

4.2

6

4.2

6

I commit the time and energy necessary to carry

out my responsibilities as a trustee in a conscientious

and effective manner.

4.4

0

4.2

1

4.1

5

4.1

7

4.1

1

I contribute to a constructive debate about issues coming before the

Board.

4.5

0

4.3

2

4.4

6

4.2

6

4.0

5

I focus my Board participation at an

appropriately strategic, nonoperational level.

4.0

0

4.1

6

4.0

0

4.1

1

3.9

5

I serve as a liaison between the system and each

institution and the business community, social and

service organizations, and alumni associations.

4.0

0

4.2

1

4.0

0

3.8

9

3.8

4

I actively support fundraising and other development efforts.

4.5

6

4.5

8

4.5

0

4.3

3

4.1

1

I focus my committee participation at an

appropriately strategic, nonoperational level.

4.6

7

4.5

8

4.5

4

4.5

0

4.4

7

I am well prepared for my committee meetings by

reviewing the agendas and reading the materials.

4.5

6

4.3

2

4.3

8

4.1

7

4.1

7

I contribute to a constructive debate about issues coming before my

Board committees.

4.6

0

4.6

8

4.6

9

4.5

8

4.4

7

I serve as an advocate for higher education and for the University System,

helping to raise the profile of each institution and the

system as a whole.

4.5

0

4.4

7

4.3

8

4.3

7

4.4

2

I maintain a thorough understanding of economic

trends and social needs within the state of NH and their potential impact on

higher education.

4.5

0

4.5

3

4.3

1

4.2

8

4.4

2

I am well prepared for meetings by reviewing the

agenda and reading the materials.

4.6

0

4.4

2

4.6

9

4.4

7

4.3

7

I understand the Board’s roles and responsibilities.

4.9

0

4.8

4

4.8

5

4.8

3

5.0

0

I serve in a manner that upholds and comports with the Charter and Bylaws of the University System of

New Hampshire.

5.0

0

4.8

4

5.0

0

4.8

3

4.9

5

I conduct the Board’s business transparently and

to the highest ethical standards.

4.7

0

4.4

2

4.8

5

4.5

3

4.5

8

I understand my individual responsibilities as a trustee.

4.8

0

4.7

9

4.7

7

4.3

7

4.5

3

I regularly attend meetings of the Board and

committees of which I am a member.

Board Participation

USNH Board of Trustees | Trustee Self-evaluation


Committee Participation



Response weighting: Never = 1 | Rarely = 2 | Some of the Time = 3 | Most of the Time = 4 | Always = 5

N = 23 11 20 15 18

20

15

20

16

20

17

20

18

20

19

of 66 6/20/2019 1:34:35 PM

12

8

15

1210

34

I am well prepared formy committee meetings

by reviewing theagendas and reading

the materials.

I contribute to aconstructive debate aboutissues coming before my

Board committees.

I focus my committeeparticipation at an


4.474.17 4.11

Committee Participation

1 2 11 2 3 4 4

15 14

108

11

3 35 5

3

I contribute to aconstructive debateabout issues coming

before the Board.

I focus my Boardparticipation at an


I serve as a liaison betweenthe system and each

institution and the businesscommunity, social and

service organizations, andalumni associations.

I actively supportfundraising and otherdevelopment efforts.

Outside of Board andcommittee, I regularly

attend events andprograms at one ormore of our USNH

institutions.4.11 4.05

3.84

3.84

3.95

2 1 1 1

6

9 9

12 12119 9

7 6

I serve as an advocatefor higher education and

for the University System,helping to raise the profileof each institution and the

System as a whole.

I maintain a thoroughunderstanding of

economic trends andsocial needs within the

state and their potentialimpact on higher education.

I am well prepared formeetings by reviewingthe agenda and reading

the materials.

I understand the Board’s roles and responsibilities.

I commit the time andenergy necessary to carry

out my responsibilities as atrustee in a conscientious

and effective manner.

4.26

4.374.42

4.424.47

11

89

7

1918

1110

11

I serve in a manner thatupholds and comportswith the Charter and

Bylaws of the UniversitySystem of New Hampshire.

I conduct the Board’s business transparently

and to the highest ethical standards.

I understand myindividual

responsibilitiesas a trustee.

I regularly attendmeetings of the Board

and committees ofwhich I am a

member.

I strive to ensure thatthe missions of the

institutions are keptcurrent and are alignedwith public purposes.

Average Rating

5.00

4.95 4.584.53 4.53

Board Participation

USNH Board of Trustees | Trustee Self-evaluation


10

1

57

8

32

0


experience.





discussions.


of 66 6/20/2019 1:34:35 PM

❖ Helping to shape the policy of higher education in the state of NH.

❖ I enjoyed my interaction with system professionals and our Board colleagues. Being a member of this Board and having the opportunity help chart the course of our System has been the most rewarding responsibility of my career. I have also enjoyed attending commencements and other activities on the college campuses.

❖ I value higher ed in NH and am passionate that we keep up with the changing environment.

❖ The impact on future generations of citizens of NH and the country. The ability to help to run the institutions and to guide them in challenging times. The relationships I have built as a Trustee.

❖ My ability to bring a different perspective to the Board and to challenge the administration and other members to look at issues from a different perspective.

❖ The learning and engagement with diverse professionals and supporting the mission of the campus and system.

❖ Engaging in strategic discussions about how to ensure the future of excellence in all of our schools.

❖ I very much enjoy being a Trustee and hope that I can offer some perspective from the business community. Helping and supporting management to navigate the organization through some very challenging times is what I enjoy most.

❖ As a life-long citizen of New Hampshire, I am honored to be able to serve the needs of the state through participation on this Board. My experience and knowledge about higher education is greatly enhanced by the skills and knowledge of my fellow colleagues on the Board and in the administration.

❖ To offer support and business advice at the strategic level as appropriate to help to advance the Financial Affairs Committee.

❖ Everything. Truly. A wonderful experience that gives me great satisfaction. The USNH Board of Trustees is challenging, rewarding, stimulating, and inspiring. I’m fortunate to be able to volunteer my time for the cause and the institutions. There are many satisfying aspects to my work on the Board. I certainly enjoy the public policy aspect to the Board and its advocacy. I equally look forward to the strategic considerations and discussions involving the various campuses and our collective ability to meet the needs of our students, schools, and state. And, of course, when the opportunity arises, I find great satisfaction in participating in activities that reveal the talent and achievements of our students and faculty around the state – be it commencements or judging research competitions as part of a panel, etc. In particular, I was fortunate to be able to serve on the hiring committee for President Melinda Treadwell at Keene State College, and previously on the UNH presidential search committee. Two opportunities I would not have expected in my first two years, and two experiences that are invaluable to better understanding KSC and UNH and building a stronger emotional connection to each.

❖ I am committed to the value of public higher education and am honored to be able to play even a small role in trying to strengthen the system and to discuss its importance with others.

❖ What is most satisfying has evolved to where it is my work with the USSB, and striving to get them full appreciation on Board committees and discussions.

❖ I very much enjoy seeing the successes of all of the institutions in the system, as well as progress made on addressing our collective challenges.

❖ I love being a Trustee!!! I try to live up to the tremendous role and responsibility and take it very seriously. I also cherish the relationships and commitment of the other Board members!

USNH Board of Trustees | Trustee Self-evaluation — Comments 2019

What do you find most satisfying in your role as Trustee?

❖ None!

❖ Formality of the process/meetings; lack of time to just discuss things in small groups....

❖ Overly long discussions of operational issues that would be better left to the presidents.

❖ That our institutions are still undervalued by our citizens and that so many of our high school students leave the state to attend other schools.

❖ The pace at which change happens is slow.

❖ I don’t think that there is enough time devoted to having discussions about “what else” we should be looking at. Unfortunately, I have never been able to attend a Board retreat, so that comment may not be entirely fair, but that should not happen only once a year.

❖ The meetings tend to be monopolized by a few trustees. Others need to have a voice.

❖ The times when we are not strategic and appropriately engaged as a Board.

❖ The manner in which the Board is populated is a real challenge to having appropriate discussions at the level at which the Board should function. I can’t see a solution to that, given the statutory directives for the Board makeup.

❖ State government interactions and funding requests … it’s just not my passion and thankfully we have a strong team who does this work well. I have not done this as well as I could have.

❖ Nothing.

❖ Lack of participation and preparation by some Trustees. Limited engagement with the schools. Limited attendance at graduations, etc. No sense of urgency among Trustees.

❖ I don’t think I have one. The work can be difficult and hard decisions need to be made, but that’s what makes being a Trustee so important and fulfilling.

What do you find least satisfying in your role as Trustee?

❖ Higher education faces many challenges, but for us in NH the biggest challenge is getting NH students to attend a school within our system. It has never been explained to me (in a way that I can make sense of) how having a high sticker price, but a large discount, is communicated to those who may only be casually shopping for the “best deal.” My fear is that our belief that this information is easily understood by everyone is keeping in-state students from attending a state school. I am also not confident that we have paid enough attention to costs that drive housing, meal plans, and sports.

❖ As always it is an honor to serve on the USNH Board in that we are making a difference for the students by our measured, pragmatic, and passionate support of all the institutions within the system.

❖ I deeply appreciate the high-quality volunteer service provided by the Board members. They are true supporters and servants of the state of NH.

❖ I always look forward to meetings, which says something about the high level of functioning of the Board and the administrators who support us.

❖ Trustees should be strongly encouraged to attend commencements and other activities on our campuses.

❖ I deeply appreciate the commitment by the Board and the passion and service of so many talented individuals. I hope we increasingly engage in forward-planning, innovative, and strategic commitments within the charge for the University System. We at times drift into the search for simple solutions in a highly complex and rapidly changing industry … old models or traditional organizational responses will not serve us well.

❖ Need a clear plan-B NOW from the system and each campus if enrollment drops. What will we cut, downsize, close, cancel, postpone, or partner with outside entity?

Additional comments or suggestions.

of 66 6/20/2019 1:34:35 PM

USNH Board of Trustees | Trustee Self-evaluation — Comments 2019

MENTEE RESPONSES

How often did you meet with your mentor?

❖ Twice before/after initial meetings.

What aspect of the mentorship program was the most valuable to you?

❖ The relationship with the new trustee.

What could be done to make the program more valuable for new Trustees?

❖ I think it works well.

Is there anything else you would like to share about your mentorship experience?

❖ [blank]

MENTOR RESPONSES

How often did you meet with your mentee?

❖ Monthly.

❖ 1 plus Board meetings.

❖ Not enough! I have met with new trustee probably 3-4 times outside of regular meetings.

❖ Quarterly with student trustees, semi-annually with new trustee.

What aspect of the mentorship program was the most valuable to you?

❖ The depth of conversation with our student trustee was invaluable. It was always fruitful and collaborative to discuss interests, voice and engagement opportunities for my mentee. Highly positive experience.

❖ By far the work with the USSB and student trustees has been the most informative for me and hopefully for the members of the USSB.

❖ Building a relationship.

❖ The greatest value was my getting to know a new Board member better.

What could be done to make the program more valuable for mentors?

❖ Maybe require a call with the mentee prior to every quarterly Board meeting.

❖ If there are particular skills and engagement development opportunities we should highlight, I would appreciate guidance. I will note that a consistent theme for my mentee was the very limited opportunity for student voice at Board meetings. My mentee noted time and again the desire for the larger Board to seek the students’ opinion on issues in discussion. We discussed strategies and opportunities to be more forceful and to contribute but I fear the power differential is so daunting for our students. They are uncertain and quieter than they should be.

❖ I needed to meet with my mentee more and failed to do that.

Is there anything else you would like to share about your experience as a mentor?

❖ Very positive and much appreciated experience.

❖ Yes. More interaction.

Trustee Mentorship Program

of 66 6/20/2019 1:34:35 PM

1 1 1

5 5 5 56

3 32 2

1

The Committee utilizesits time effectively and


The Committee receivessufficient and timelyinformation to make

informed and thoughtfuldecisions.





discussions.

Trustees come toCommittee meetings

adequately prepared andare actively engaged

in discussions.

23

5 56

5

3 3

The Committee clearlyunderstands its roleand responsibility inrelationship to the

overall Board.

Committee meetings areconducted in a manner



Materials sent to the Committeeare useful and focused at the

appropriate level of detail andenable you to understand theimportant issues and trends.


experience.

Average Rating

4.75 4.634.38

4.38

4.38

4.38

4.134.13 4.00

10

1

57

8

32

0


experience.





discussions.



USNH Board of Trustees | Audit Committee Evaluation


4.0

0

4.3

3

4.0

0 4.5

6

4.0

0

Trustees come to Committee meetings

adequately prepared and are actively engaged in

discussions.

5.0

0

4.3

3

4.0

0

3.8

9

4.1

3

Committee meeting times are appropriately allocated

between management presentations and

discussions.5

.00

4.3

3

4.3

3

4.2

2

4.1

3

The Committee discusses issues at an appropriately strategic, nonoperational

level.

5.0

0

4.3

3

4.0

0

4.3

3

4.3

8

The Committee receives sufficient and timely information to make


5.0

0

4.5

0

4.3

3

4.2

2

4.3

8

The Committee utilizes its time effectively and focuses on the appropriate issues.

4.5

0

4.5

0

4.0

0

4.2

2

4.3

8

The Committee has the right mix of skills and

experience.

5.0

0

4.5

0

4.3

3

4.2

2

4.3

8

Materials sent to the Committee are useful and focused at the appropriate

level of detail and enable you to understand the important

issues and trends.

5.0

0

4.5

0

4.3

3

4.5

6

4.6

3

Committee meetings are conducted in a manner



5.0

0

4.6

7

4.3

3

4.4

4

4.7

5

The Committee clearly understands its role and

responsibility in relationship to the overall

Board.

20

15

20

16

20

17

20

18

20

19

N = 2 6 3 9 8



of 66 6/20/2019 1:34:35 PM

2 23

4 45

65

4 4

1




experience.



discussions.





1 12

6 6

8

5

1 1 1





overall Board.





in discussions.4

.00

4.2

5

4.1

7

3.8

6

3.5

0


4.5

0

4.3

8

4.5

0

4.0

0

3.5

0


level.4

.00

4.3

8

4.5

0

3.4

3

3.6

3



discussions.

4.0

0

4.3

8

4.5

0

4.2

9

3.7

5


experience.

4.0

0

4.0

0

4.1

7

3.5

7

3.8

8



4.0

0 4.5

0

4.5

0

4.1

4

4.0

0

Committee meetings are conducted in a manner that

facilitates open communication, meaningful


4.0

0

4.3

8

4.5

0

3.7

1

4.0

0



issues and trends.

4.0

0

4.3

8

4.1

7

4.0

0

4.0

0



Board.

4.0

0

4.0

0

4.1

7

4.1

4

3.8

8



discussions.

Average Rating

4.00

4.00 4.00 3.88

3.88

3.75

3.633.50 3.50

10

1

57

8

32

0


experience.





discussions.



USNH Board of Trustees | Educational Excellence Committee Evaluation


01

5

20

16

20

17

20

18

20

19

N = 2 8 6 7 8



of 66 6/20/2019 1:34:35 PM

12

12

7

5

3

54

12

1 1


experience.





discussions.



in discussions.



1

5 56

4

2 21

2


overall Board.








4.5

0

4.6

7

3.8

0

4.1

7

3.8

6


level.

4.5

0

4.3

3

4.0

0

3.8

3

4.0

0



discussions.5

.00

4.4

4

4.0

0

4.0

0

4.0

0



discussions.

4.5

0

4.6

7

4.2

0

4.1

7

4.0

0


5.0

0

4.4

4

4.2

0

4.5

0

4.0

0


experience.

4.5

0

4.0

0

4.2

0

3.6

7 4.1

4



5.0

0

4.7

8

4.2

0

4.3

3

4.1

4



issues and trends.

5.0

0

4.8

9

4.0

0

4.0

0

4.2

9




5.0

0

4.8

9

4.4

0

4.1

7

4.2

9



Board.

Average Rating

4.29 4.294.14 4.14

4.004.00

4.00 4.003.86

10

1

57

8

32

0


experience.





discussions.



USNH Board of Trustees | Executive Committee Evaluation


01

5

20

16

20

17

20

18

20

19

N = 2 9 5 6 7



of 66 6/20/2019 1:34:35 PM

12 2

43

5

89

78

7

32 2

1 1








discussions.





in discussions.

1 1 1

8 8 89

54 4

3


overall Board.


experience.





4.0

0

4.0

0

4.1

7

4.2

5

4.2

3



4.0

0

4.3

8

4.1

7

4.3

3

4.3

8



Board.

Average Rating

4.38

4.23

4.23 4.15

4.08

4.003.85

3.693.69

10

1

57

8

32

0


experience.





discussions.



USNH Board of Trustees | Financial Affairs Committee Evaluation


01

5

20

16

20

17

20

18

20

19

N = 4 12 3 12 13


4.0

0

4.2

5

4.1

7

3.8

3

4.0

8


4.0

0

4.3

8

4.5

0

3.8

3

4.1

5



issues and trends.

4.0

0

4.3

8

4.5

0

4.1

7

4.2

3


experience.

4.5

0

4.3

8

4.5

0

3.9

2

3.6

9


level.


4.0

0

4.3

8

4.5

0

3.6

7

3.8

5



discussions.

4.0

0

4.0

0

4.1

7

4.0

0

3.6

9



discussions.

4.0

0 4.5

0

4.5

0

3.8

3

4.0

0Committee meetings are

conducted in a manner that facilitates open

communication, meaningful participation, and timely

resolution of issues.

of 66 6/20/2019 1:34:35 PM

4.0

0 4.6

7

5.0

0

4.5

0

3.5

0


experience.4

.00

5.0

0

5.0

0

4.2

5

4.2

5


level.

1 12

3 3

12 2

1 12

1

Materials sent to theCommittee

are useful and focused at theappropriate level of detail andenable you to understand theimportant issues and trends.







in discussions.


experience.

2 2 2 22 2 2 2


overall Board.



discussions.






4.0

0

5.0

0

5.0

0

4.7

5

4.2

5



4.0

0 4.6

7

5.0

0

4.7

5

4.2

5



issues and trends.

4.0

0 4.6

7

4.5

0

4.7

5

4.0

0



discussions.

4.0

0 4.6

7

4.5

0

4.5

0

4.5

0




4.0

0 4.6

7

4.5

0

4.7

5

4.5

0


4.0

0 4.6

7

5.0

0

5.0

0

4.5

0



Board.

4.0

0 4.6

7

5.0

0

4.7

5

4.5

0



discussions.

Average Rating

4.504.50

4.50

4.50

4.254.25

4.254.00

3.50

10

1

57

8

32

0


experience.





discussions.



USNH Board of Trustees | Finance Committee for Investments Evaluation


01

5

20

16

20

17

20

18

20

19

N = 1 3 2 4 4



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1 1

5

3

56

5

34

32 2








overall Board.



discussions.

3

5 5 55

3 3 3





experience.





in discussions.

4.3

3

4.2

5

4.0

0

4.4

3

4.3

8



5.0

0

4.2

5

4.0

0

4.2

9

4.3

8



issues and trends.

5.0

0

4.5

0

4.5

0

4.4

3

4.2

5



Board.4

.67

3.7

5

4.0

0

4.1

4

4.3

8


4.6

7

4.2

5

4.2

5

4.2

9

4.1

3



discussions.

4.6

7

4.5

0

4.2

5

4.4

3

4.6

3




4.6

7

4.0

0

4.2

5

4.4

3

4.3

8


experience.

4.3

3

4.2

5

4.0

0

4.4

3

4.3

8



discussions.

4.3

3

4.0

0

4.2

5

4.2

9

4.3

8


level.

Average Rating

4.63

4.384.38

4.38

4.384.38

4.384.25 4.13

10

1

57

8

32

0


experience.





discussions.



USNH Board of Trustees | Governance Committee Evaluation


01

5

20

16

20

17

20

18

20

19

N = 4 4 4 7 8



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2 2 2 2 2





experience.



Materials sent to theCommittee are useful andfocused at the appropriate

level of detail and enable youto understand the important

issues and trends.



1 12 2

1 1


overall Board.



discussions.





in discussions.

4.0

0 4.5

0

4.3

3

4.0

0




4.5

0

4.5

0

4.3

3

4.0

0


level.

4.0

0 4.5

0

4.3

3

4.0

0


experience.

4.0

0

4.0

0

4.0

0

4.0

0



4.0

0 4.5

0

4.0

0

4.0

0



issues and trends.

4.5

0 5.0

0

4.6

7

4.5

0



Board.

4.0

0 4.5

0

4.3

3

4.0

0


4.0

0 4.5

0

4.3

3

4.0

0



discussions.

4.0

0

4.0

0

4.0

0 4.5

0



discussions.

Average Rating

4.634.38

4.384.38

4.38

4.384.38

4.254.13

10

1

57

8

32

0


experience.





discussions.



USNH Board of Trustees | Nominations Committee Evaluation


01

5

20

16

20

17

20

18

20

19

N = na 2 2 3 2



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1 11 12

1 11 1








in discussions.

Materials sent to theCommittee are useful andfocused at the appropriate

level of detail andenable you to understand theimportant issues and trends.



1 1 1 11 1 1 1


overall Board.



discussions.


experience.



5.0

0

5.0

0

4.0

0 4.5

0




4.6

7

5.0

0

4.0

0 4.5

0


level.

5.0

0

5.0

0

4.3

3

4.0

0



discussions.

5.0

0

5.0

0

3.3

3

3.5

0



5.0

0

5.0

0

3.6

7

3.5

0



issues and trends.

4.6

7

5.0

0

4.3

3

4.5

0



Board.

5.0

0

5.0

0

4.0

0 4.5

0


5.0

0

5.0

0

4.3

3

4.5

0



discussions.

5.0

0

5.0

0

4.3

3

4.5

0


experience.

Average Rating

4.504.50

4.504.50

4.50

4.504.00

3.503.50

10

1

57

8

32

0


experience.





discussions.



USNH Board of Trustees | Executive Performance Review Subcommittee Evaluation


01

5

20

16

20

17

20

18

20

19

N = na 3 1 1 2



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1 1 1 1 1









experience.



1 1 1 1


overall Board.





in discussions.



discussions.

4.0

0

5.0

0




4.0

0

5.0

0



4.0

0

5.0

0



issues and trends.

4.0

0

5.0

0


level.

4.0

0

5.0

0


experience.

5.0

0

5.0

0



Board.

4.0

0

5.0

0


4.0

0

5.0

0



discussions.

4.0

0

5.0

0



discussions.

Average Rating

4.50

4.504.50 4.50

4.504.50

4.00

3.503.50

10

1

57

8

32

0


experience.





discussions.



USNH Board of Trustees | Compensation Committee Evaluation


01

5

20

16

20

17

20

18

20

19

N = na na na 1 1



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USNH Board of Trustees | Committee Evaluation — Comments 2019

Audit

❖ Meetings are well-led and balanced. Informative and engaged discussions and information exchange.

❖ I would like to see more discussion of emerging issues and culture than we currently have time for. I don't know if it is possible, but reviewing the audit findings, which are really a regurgitation of what is in the written reports, takes a lot of time. Can these be done in a separate phone call or pre-meeting so that we can have time to discuss more strategic issues? I think that the prioritization of risks is very valuable, but we don't usually have deeper discussion that some of these deserve.

❖ Trustee Black has done an excellent job leading this committee. The staff and contractor support have been excellent and much appreciated. There are two issues that might benefit from further examination and understanding by board members: Title IX effectiveness and system and institutional preparedness for major emergency incidents impacting the health and safety of campus residents and visitors. I have no specific concerns, rather, I have a lack of understanding of how prepared we are in managing the prevention, response, and recovery from these incidents. Title IX staff do an excellent job reporting out every six months. But I am not certain we as board members are asking the right questions in order to understand the true state of our program. During my time on the board I have never heard a report on our state of readiness for major emergency and public health incidents (weather-related disasters, active shooter, cyber-attack, sudden and rapidly spreading public health crisis, etc.). While others may disagree, I see no other issues that are more important than these as they relate directly to the health and safety of the residents and guests of our institutions for whom we are responsible.

❖ Continued excellent leadership by the committee chair.

Executive

❖ Meetings are well-structured and informative. At times themes and conversations are a bit redundant from earlier committee meetings. But overall very effective, productive, and important engagement opportunities.

❖ I would like to see more executive sessions devoted to discussion of how we are going to deal with the realities of the future challenges.

❖ Executive Committee often has a light agenda during full Board meetings, so we could allocate more time for Financial Affairs Committee and less for Executive Committee. This is only logical since all committees are meeting on those dates. We have been challenged in getting a quorum under the current structure, so I'd recommend reducing the size of the Executive Committee to enable a four-person quorum.

❖ The Executive Committee is too large to be able to adequately meet the quorum requirements for in-person meetings

Executive Performance Review

❖ Chair Small has done a superb job of leading this important committee. As a result of the Keene after-action review, he brought changes to the CEO evaluation process that reflect more than just the measuring of financial metrics in order to assess CEO performance. Now more qualitative measures related to leadership ability are part of the discussion. This is good.

❖ Finance Committee for Investments

❖ We need to be able to digest the large amount of info in a more efficient way – it can be overwhelming...

❖ Prime Buchholz and Trustee Rutman bring tremendous value to this committee.

❖ The educational session at Prime was excellent. I wish we had done one earlier and I would encourage them to be done at least on an annual basis. As a member who has served on this committee for four years, I think that exploring outsourcing a CIO is an interesting option. With this committee in particular, it feels as though most of the expertise falls to the head of the committee as the work performed here is very specialized.

Compensation

❖ A very effective and responsible committee. Chair Small was a highly competent leader for this important responsibility with the support of skilled leadership from the System Office and our consultants!

Educational Excellence Committee

❖ Too much time is spent talking at us with little time for meaningful conversation of the complex issues presented to us.

❖ The provosts and chancellor have shown a great commitment to providing relevant information and data.

❖ An annual work plan for this committee would give more structure and coherence to the series of meetings that occur throughout the year, allowing each one to build on the last and with a goal of broader engagement and deeper understanding over time. We should give thought to “flipping the classroom” in this (and other committee) meeting(s). More pre-meeting prep work/reading and allowing the time available with the Trustees gathered to be made available for discussion. Too many long presentations of power points that could be part of the pre-work limit the time for meaningful and robust discussions that might be more helpful to our collective understanding and decision-making.

❖ I think that this committee should be elevated in its importance. Educational excellence is the core mission of the institutions in the system. Discussion of how well we are meeting our educational goals should be the highlight of the board meetings, with at least as much focus as financial issues.

❖ I believe the committee could increasingly benefit from strategic exploration of market development, and explicit campus and system actions to secure market opportunities. The provosts and CEOs should be casting 3-10 year programmatic development and niche leveraging opportunities to benefit USNH and our respective missions. This committee should expect this and strategically engage in shaping these opportunities.

❖ I would like to see more time allotted to strategic discussion. The presentation about badges and certificate programs was very interesting, but we haven’t taken that to the next step – figuring out how we are doing and what we need to do to support our schools to be at the cutting edge. The discussions and presentations are very interesting, and usually timely – but I feel that we often don’t take the next step of implementation and follow up. Perhaps an outgrowth of the retreat will be more targeted topics for this committee to delve into, with time to discuss and figure out how to ensure implementation.

❖ Strong leadership by committee chair.


❖ More discussion may be needed for the committee to identify some long-range issues that it can allocate time to examine and consider as part of its work plan. It has been a well-run committee.

❖ Thanks to Ron Rodgers’ support, this committee runs very smoothly, but it would be nice to have more legal minds on it.

❖ Governance identified the important issue of studying the constricting marketplace/economics of higher education in New England during the KSC after-action review; however, the full Board has not seemed to really grapple with this issue and pursue some hard discussions of how the system can re-orient itself to gain market share.

❖ Very strong leadership by chair.

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USNH Board of Trustees | Committee Evaluation — Comments 2019, continued

Financial Affairs

❖ Trustee Morone’s leadership of this committee has been outstanding! We have focused like a laser on the five-year plan. My biggest concern is that the financial status of UNHM and the Law School was not communicated to us until recently.

❖ The Financial Affairs Committee often serves as a catch-all committee for a variety of strategic discussions and items. Perhaps this is necessary, although the Executive Committee could perhaps have more strategic discussions/items redirected to its work session. I think adding time to the second day of the BOT meeting would help to provide an opportunity for additional strategic conversations and presentations, and allow Financial Affairs to remain more focused on the matters most relevant to its purview. It’s a well-run committee. The committee that fosters the best discussions. The committee that receives the greatest participations by trustees. I'm pleased to be a member.

❖ The finance committee is the group expressing greatest angst for justified reasons. However, the angst is not balanced with accountability for CEOs to present clear plans to attend to issues of concern. The committee drifts into Board members functioning in management capacity rather than strategic or advisory capacity. There also are emerging imbalances in the treatment of campuses and accountabilities for campuses to attend to issues.

❖ The meetings are always interesting, but perhaps more of the presentations (that are already included in the packets) could be better digested before the meetings to allow the committee to spend more time discussing "the whys" of where we are, as well as potential options for where we are trying to go.

❖ Excellent chair who clearly reiterates important, take-home messages and encourages participation. It will be important to maintain the “right” people as chair of this committee – identify individuals who understand education finance, who are not tempted to bet the farm on ideas but at the same time are willing to take on the crucial and hard issues affecting the financial

health of the system, and who listen and respect the viewpoints of Trustees.

❖ There is a difficult balance between demanding transparency and maintaining the proper role of the Board. If we have faith that the presidents and provosts are doing their jobs with integrity and skill, we should give them the freedom to manage their budgets and their programs. If we trust them, then we need to defer to them to report progress to us and not to micromanage. I do think that the questions that the finance committee is asking are the right ones, and demanding that the schools live within their budget targets is critical. When the schools don’t, that is the time to intervene more dramatically.

❖ I think the Trustees would benefit from better executive summaries of information.

❖ I thought our recent nonpublic session on the Law School was exactly the sort of discussion that is normal for good governance. The fact that quite a few people were uncomfortable with it is an indication of how far we still need to go to achieve normal standards of good governance. Good governance means learning how to balance the need for transparency by the presidents and chancellor with the need for the Board to resist micro-management; the duty to ask difficult questions and review ugly financials with the duty to support and respect management’s best efforts to address them. I don't think we’re there yet.

❖ Meetings run over almost every time. We either need to adjust the schedule or find a way to shorten things up.

❖ This is a critically important committee that has an enormous role and workload. I think of the Financial Affairs Committee as also the Strategic Planning Committee. The biggest challenge is the tremendous amount of issues that must be dealt with in the committee. The staff, members, and leadership do incredible work, yet it is never done due to the significance of the work. One of the most rewarding committees to serve on IF you want to make a real difference on the Board of Trustees. Trustee Morone has been nothing short of spectacular leading this committee!

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BOARD OF TRUSTEES

Exit Interview Surveys GY 2019

Responses

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What did you find most satisfying?

❖ Collaborating with the highly professional professionals at our colleges and at the system office has been personally and professionally rewarding. My colleagues on the Board have dedicated themselves to securing a bright future for the entire system.

❖ The engagement involved in choosing our institutions’ presidents.

❖ The ability to work with a tremendous group of individuals on behalf of students. Supporting public higher education and its fundamental mission of affordability and access. The relationships developed not only with Board members but with the system office and institutional leaders.

❖ Making a difference. Using my work/career skills in a totally new way to benefit our University System. Actual hands-on work that our Board requires is very satisfying. We really do make a difference, and over my time on the Board we have worked hard to save the system and each institution millions of dollars … very rewarding. The relationships I have built over these 9 years have been wonderful. The system office support has been fantastic. I hope Todd can continue to attract and retain such talent. A joy to work with and hugely helpful.

What did you find least satisfying?

❖ At times, there is not adequate time allocated to engage in meaningful discussions on some of the important issues facing our system.

❖ Government relations. Not my strong suit … and I regret that I did not force myself to help Todd and Cathy more in this area. Sometimes the time it takes to influence change is frustrating. I know it’s the nature of higher ed but we cannot afford to take so long in the future.

What would have helped you to serve even more effectively?

❖ Time. It’s difficult to be fully informed on every issue.

❖ Finding individuals that are willing to spend the time and effort needed to move our system forward.

❖ Honestly, I think I had what I needed to do my best work. Support, colleagues, etc. It would be great if more Board members jumped into the deep end of the pool and really did more work. It’s often the same people over and over who do the heavy lifting … but part of this just comes from the way people are appointed to our Board.

❖ More time allocated to engage in meaningful discussions on some of the important issues facing our system.

What would help strengthen the Board in fulfilling its role?

❖ The strongest talent we can find. More experience with managing complex organizations, and more experience in higher ed. Keep close tabs on who is leaving the Board and get to the governor and the campuses early in the appointment processes to make sure we are keeping our skill sets up to date. This year the scramble for investment management talent was a great example…. I did work hard with UNH to make sure we got such a person because I was not confident the governor would listen to our needs.

❖ Continue to promote transparency and open discussion. Encourage different points of view. I think the Board is currently strong in this area but wasn’t when I first joined. Can’t stress enough the importance of this.

❖ On some very important issues, such as the financial challenges and UNHM, the Law School, and the leadership issues at Keene State, should have been clearly communicated to and discussed by the entire Board.

Did you feel prepared to be a Board member? If not, what could we do better?

❖ Yes. I thank Ed Dupont for trusting me early on and letting me jump in right away with a significant project. It engaged me early and I have remained really engaged ever since.

❖ I don’t know if one is ever prepared. Unless you have had previous experience on a public higher ed board, there will be a learning curve. I think you just have to roll up your sleeves and get involved. Mentors can be constructive.

❖ Not at the time. The changes that have been made over the years make it much easier.

❖ I believe that I was adequately prepared for this role because of my experiences on several local, state, and national boards. What I was not prepared for was the Board disfunction we experienced during my first two years of service.

What would you like your involvement to be in the future with USNH?

❖ Whatever is needed.

❖ Not sure. I do know that I will always be a champion and advocate for USNH and its institutions.

❖ I am happy to be available to any Board chair for advice or history, etc. Others have done this for me and I think it is a wonderful tradition to continue. I am more that happy to help. I would also be happy to help on any one-time matters that might arise … for example to help Jim McGrail with HR issues.

❖ I have a strong desire to stay engaged in meaningful ways.

If there is only one thing we could call on you to do in the future, what would it be?

❖ I would like to help by participating, in a meaningful way, with the development of a strategic K-12 outreach initiative. Our colleges and universities are doing many beneficial outreach efforts, but they are not coordinated and they are not highly effective, as they must be, to bring more awareness to students, teachers, principals, and other school leaders about the assets of our colleges and universities.

❖ I’m here to help in any way I can.

❖ Provide input for Board leadership in the future. Past Board chairs have been a godsend for me as I took on the chair role.

❖ I really can’t identify one thing at this point. I would like to think there may be times where I can help and pitch in. Supporting Public Higher Ed will always remain a key interest for me.

In light of your experience as a Board member, what recommendations would you make for the orientation process for new Trustees?

❖ It’s now on the right track.

❖ Continue to strengthen the mentor process. New Trustees should get out and visit and meet with the leadership of our institutions. Schedule one-on-one with the chancellor.

❖ I think it has come a long way and is really very good. At some point we cannot “explain it” … people need to get a good grounding and then experience it … listen, learn, and then contribute.

Do you have any recommendations for other individuals to be considered as Trustees?

❖ We need to make sure that Trustees have the time to do the job. There is a tremendous amount of talented people to be considered but not all have the time. If we can make sure that we get people with the time to commit to the process than we will get the outcomes we desire.

❖ [individual recommendation redacted]

Please provide any additional comments or suggestions.

❖ Thank you for the privilege of serving on this Board. It has been a really wonderful experience that I will always value and remember fondly.

❖ Matching skill sets with Board needs. I think we are doing better in this area, but we need to continue to work with the governor to nominate individuals to meet Board needs. Serving USNH is tremendous responsibility and we need the right people to provide oversight and guidance.

USNH Board of Trustees | Board Performance Evaluation — Comments 2019

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Attachment C

Proposed Amendment to the Board Policy on the Implementation of the Student Trustee Election Law


Board of Trustees


(June 27, 2019)

Agenda Materials

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UNIVERSITY SYSTEM OF NEW HAMSPHIRE

GOVERNANCE COMMITTEE

(June 27, 2019)

Proposed Amendment to Board Policy

Amend Board Policy, BOT I.A, Implementation of Student Trustee Election Law, as follows (additions are in blue and underlined; deletions in red strikethrough): A. Implementation of the Student Trustee Election Law 1. Preamble. To guide the conduct of the student trustee elections authorized under Chapter 124 of the laws of 1979 and subsequent amendments, the Board of Trustees under the authority of RSA 187-A:13 and 16 adopts the following policy: 2. Campus Rotation. Chapter 76 of the New Hampshire Laws of 2011 provides that the 2011 elections for student trustee will occur at the University of New Hampshire and Plymouth State University, the 2012 elections at Plymouth State University and Granite State College, the 2013 elections at Granite State College and Keene State College, and the 2014 elections at Keene State College and the University of New Hampshire. Unless the law is repealed or amended, the election for the student trustee in subsequent years shall rotate among the campuses in the same order. 3. CandidatesCandidacy, Voting, and Elections. New Hampshire state law requires only that candidates for the position of student trustee “be students enrolled at one of the USNH institutions.” The president of each USNH institution is hereby authorized to establish reasonable election processes and eligibility criteria for candidates and voting.Any full-time matriculated undergraduate student at the institution scheduled for the student trustee election shall be entitled to run as a candidate for student trustee. This student should appear on the ballot provided: 3.1 The student is at least a second-semester sophomore; and 3.2 The student has submitted a petition with not less than 50 student signatures to the appropriate student government representative at least 2 weeks prior to the election, except at Granite State College where the student is required to submit a statement of interest to the President's Office at least 2 weeks prior to the election. 4. Voting. All students eligible to vote for student body president at the institution scheduled to hold the student trustee election shall be eligible to vote for student trustee. 5. Election Procedures. Each institution shall carry out the election of the student trustee under the same procedures used for the election of the student body president.

-- End of Proposed Amendment --

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Attachment D

Proposed Amendment to the Board’s Bylaws on the Composition of the Executive Committee


Board of Trustees


(June 27, 2019)

Agenda Materials

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UNIVERSITY SYSTEM OF NEW HAMSPHIRE

GOVERNANCE COMMITTEE

(June 27, 2019)

Proposed Amendment to Board Bylaws re: Executive Committee Membership

Amend Board Bylaws, Article V, Section 3a, Executive Committee, as follows (additions are in blue and underlined; deletions in red strikethrough): Section 3. Responsibilities and Membership of the Standing Committees. The standing committees shall have the responsibilities stated in this section, and such other responsibilities as shall be set forth in written charters for each standing committee as the Board shall approve from time to time.

a. Executive Committee. The Executive Committee shall be composed of the Officers of the Board and the chairs of the standing committees. If a committee chair is absent from a meeting of the Executive Committee, the committee’s vice chair may serve as a temporary member of the Executive Committee, with full voting and all other privileges, and be counted for purposes of establishing a quorum. The Executive Committee shall have the responsibility for, and make recommendations to the Board on, matters relating to the development and coordination of long-range planning and general administration for USNH, including but not limited to:

i. performance review and evaluation of the Chancellor and Presidents as provided in Board policy, ii. strategic planning, and iii. collective bargaining.

In addition, the Executive Committee is authorized and empowered to act on behalf of and in the name of the Board in all matters requiring Board action between regular Board meetings.

-- End of Proposed Amendment --

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https://www.usnh.edu/book/export/html/116

Attachment E

Proposed Board Statement on Diversity and Inclusion


Board of Trustees


(June 27, 2019)

Agenda Materials

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USNH Board of Trustees Governance Committee

Proposal for Committee Consideration (June 27, 2019)

Board of Trustees’ Statement of Diversity and Inclusion The University System of New Hampshire Board of Trustees is committed to fostering, cultivating,

and preserving a culture of diversity and inclusion on the Board and throughout the University

System and each of its component institutions. We embrace and encourage the differences in age,

ethnicity, family or marital status, gender identity or expression, language, national origin, physical

and mental ability, political affiliation, race, religion, sexual orientation, socio-economic status,

veteran status, and other characteristics that make our trustees, employees, students, and alumni

unique. All members of the USNH community have a responsibility to treat others with dignity

and respect.

-- End of Proposed Statement --

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Attachment F

New Trustee Orientation Slide Deck for GY2019


Board of Trustees


(June 27, 2019)

Agenda Materials

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Board of Trustees Orientation Program

November 16, 2018

USNH Chancellor’s Office5 Chenell Drive, Suite 301Concord, New Hampshire

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2

Agenda

• Welcome

• Overview of USNH structure, mission, vision, and values

• Board organization and calendar

• Administrative Board

• System Office

• Brief Introduction to Financial Affairs

• Trustees’ Roles, Responsibilities, and Expectations

• Mentor program

• New Member Orientation Activities Checklist

• General questions, answers, and discussion

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3

Overview of USNH Structure

Legislature

USNH

UNH PSU KSC GSC

UNH Foundation

Keene Endowment Association

• Public Institution

• Corporate Charter(RSA 187-A)

• Governing Board

• 29 Trustees• Committees• Chancellor• Administrative Board

“The university system shall be governed by a single board of trustees who shall be responsible for ensuring that its components, each having a unique character and educational mission, operate as a well coordinated system of public higher education” (RSA 187-A:2-a)

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4

Board Organization

Board of Trustees29 Members

CEO Performance Review

Subcommittee

Educational Excellence

Governance

Executive Committee

Audit

Financial Affairs

Investment

3 Board Officers:• Chair• Vice Chair• Secretary

NominationCompensation Subcommittee

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5

Standing Committees

• Executive Committeeo Acts on behalf of full Board between Board meetingso Strategic planningo CEO annual goals and evaluation

CEO Performance Review Subcommittee Compensation Subcommittee

o Collective bargaining• Educational Excellence Committee

o Educational programs, research, public service, faculty promotions and tenure, student affairs, and institutional missions

• Financial Affairs Committeeo Budgets, financial resources, employee compensation and benefits, IT, capital planning,

acquisition, and construction• Governance Committee

o Board operations, Trustee development, and conflict of interest• Investments Committee

o Investment of funds• Audit Committee

o Integrity of financial statements, internal controls, external auditors, legal and regulatory compliance, risk management

• Nomination Committeeo Conduct annual Board Officer nomination and election process

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6

Board and Committee Meetings

• All Trustees Entitled to Attend Every Meeting• Right-to-Know Law

– Open meetings– Public process– Who votes– Quorum required

• Public records• Schedule

– Fit to the annual Fiscal, Academic, and Governance cycles– Four full Board meetings – each institution hosts one– Committee meetings preceding Board meetings– Full calendar on web site– Periodic updates from Chancellor’s office

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Administrative Board

• Established by State Law, RSA 187-A:16, IV:•

– The Board of Trustees shall … Establish an administrative board … which shall be the coordinating body for the university system. The board is responsible for recommending and implementing policies and procedures which assist the campus presidents in discharging their responsibilities in such a manner as to provide for maximum institutional initiative and responsibility within a unified university organization.

• Comprised of the four Presidents and the Chancellor

• Recommends to the Board re: Board-level policy and planning matters

• Keeps Board appropriately informed on status and results of operations

• Oversees the operation of the Executive Councilso Finance (FINEC); Human Resources (HREC); Academic Affairs (AEC);

Information Technology (ITEC); and Governmental Relations and Communications (GR+CEC)

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8

Role of the System Office

Board’s Executive Arm and Voice (external and internal constituents) Provide advice and analysis to support strategic planning and Board decision making Legislative Liaison Human Resources, Retirement, Benefits, Compensation Finance

• Procurement and Contracts• Treasury (cash, investments, debt)• Disbursements (payroll and vendor)• Budgeting• Financial Reporting (accounting/controller)• Internal Audit and External Audit• Capital Planning (detailed for PSU, KSC and GSC)

Legal Services Executive/Staff to Board Committees Enterprise-wide technology project management

• Human Resources/Finance system administration Insurance/Risk Management

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2018 Gross Revenues by Source

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USNH Uses of State Appropriations

• Appropriations to USNH are used for two purposes:

– Buy down in-state tuition

– Fund statutory programs totaling approximately $15 million annually:• Cooperative Extension Service• Agricultural Experiment Station• Center for Industrial Research Development• Marine Research and Development

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Uses of General State Operating Support

State operating support allows USNH to charge significantly lower tuition for NH resident students as compared to those students who come from out of state.

NH Resident Nonresident NH Resident Nonresident TotalUNH Durham $15,140 $30,520 7,506 8,123 15,629Plymouth State $11,580 $20,250 2,578 2,147 4,725Keene State $11,468 $20,432 1,535 1,952 3,487Granite State $314/credit $355/credit 1,187 281 1,468

12,806 12,503 25,309

UNH enrollment includes all UNH campuses

Undergraduate Tuition Academic Year 2018-19

All Full-time Equivalent StudentsFall 2018 Enrollment

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Five Year Financial Model

• Rolling Five Year Model; revised each September, updated through the year. • Provides framework and discipline for managing short term operating and

capital budgets • Key Assumptions in September 2018 Five Year Model

– In State Tuition increases capped at 2.5% per year– Flat State operating appropriations at $81 million– Operating expense increases at the lesser of 2.5% or rate of revenue

increase – 6.5% annual return on endowment– No additional new debt issued– Capital expenditures in FY 19 to FY 23 from USNH resources at annual

depreciation levels

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13

USNH Finance Terminology

• UFR = Unrestricted Financial Resources– Accumulated reserves needed to both sustain fiscal health of USNH and

address capital and strategic needs• OM = Operating Margin

– OM is the % representing net income from recurring activities/operating revenues.

– OM increases UFR so is available for future capital needs, strategic investments, etc.

– Board adopted budget parameters will target campus OM• FY = USNH Fiscal Year runs July 1 to June 30• P1/P2 = annual Period 1 (P1) and Period 2 (P2) projections provided to the

Financial Affairs Committee in January and April of each year• Net Tuition – Tuition revenue net of financial aid• Discount Rate – The percentage of financial aid to gross tuition

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Unrestricted Financial Resources (UFR) to Debt Target of 50%

• Board has established a UFR:Debt floor of 50% for USNH in total• The target is used by the Board as a measure of fiscal prudence given the nature

of the higher education industry– High fixed costs– Uncertain future revenue streams influenced by increasing discount rates– Current demographics limit future growth potential

• The target at this level enhances USNH’s credit strength and is consistent with similarly situated credits in higher education– USNH credit strength keeps interest cost down

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What is Expected of a Trustee

• Understand the governance process• Attend the meetings• Read the materials• Understand the Board’s relationship to the issue• Consider the issue at the appropriate level• Ask questions and obtain answers• Participate in deliberations• Vote USNH’s best interests only

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A Trustee’s Role and Responsibilities

• Fiduciary Duty:– Furtherance of mission– Stewardship of assets

• Duty of Loyalty:– Put USNH interests first– Avoid conflicts of interests (and appearance of conflict)– Maintain confidentiality

• Duty of Care:– Act in good faith– As a prudent person would under like circumstances– In the best interests of USNH

• USNH as a whole and not any one institution or constituency

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17

Practical Questions

1. Am I expected to attend all these functions and ceremonies?2. How should I respond to inquires, e.g., if a friend is denied

admission and complains to me?3. I am good friends with a member of the General Court – what

can I say to her about USNH that will be helpful?4. What if I’m called by a news reporter?5. How will I know what information I can share and what is

confidential?6. How can I put my experience and skills to work for the Board

and USNH?7. Who do I call with the questions I think of after we leave today?

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18

New Trustee Mentor Program

• Participate with the new member in the Board’s annual Orientation Program

• Meet with the new member at least once prior to the first Board meeting

• Remain in close contact with the new member throughout the first meeting

• Introduce the new trustee to other Board members• Meet with the new member following the first Board meeting• The pre- and post-meeting discussions should continue

throughout the first year• Check-in with the new member periodically throughout the

first year

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19

Resources for Trustees

• USNH Web Site (www.usnh.edu)

• USNH On-Line Policy Manual (http://www.usnh.edu/olpm/) – USNH Charter (RSA 187-A)– BOT Bylaws– BOT Policies

• Subscriptions:– The Chronicle of Higher Education– AGB’s Trusteeship

• Orientation Session Handbook and Flash Drive

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http://www.usnh.edu/

http://www.usnh.edu/olpm/

20

Questions and Discussion

• Questions?

• Comments?

• Additional Information?

• Suggestions?

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21

Thank You!

• For your commitment to serve USNH;

• For continuing the Board’s tradition of excellence; and

• For participating in this orientation session.

Please let the Chancellor and his staffknow what they can do

to help YOU!

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Attachment G

Report of the Governance Committee to the

Board of Trustees


Board of Trustees


(June 27, 2019)

Agenda Materials

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BOARD OF TRUSTEES

MEMORANDUM

To: USNH Board of Trustees From: Governance Committee Re: Committee Review of Potential Conflict of Interest under BOT III.I.3 Date: June 28, 2019 Pursuant to the Board of Trustees’ policy on potential conflicts of interest (BOT III.I.3), the Governance Committee reviewed and approved the request described below. This report is to memorialize, and inform the Board of, the Governance Committee’s decision. After notifying the USNH Chancellor and consulting with the General Counsel, Trustee Jamie Burnett requested the Governance Committee’s review of the potential for a conflict of interest arising from his election to the governing board of Granite State Management & Resources (GSM&R). Trustee Burnett had not accepted the position and made clear he would not do so unless the Governance Committee found his service on the GSM&R board consistent with USNH’s best interests and the Board of Trustees’ policy on conflict of interest (BOT III.I). Under subsection 3.3 of that policy the Governance Committee is charged with reviewing a potential conflict of interest and determining whether the proposed relationship or transaction should proceed. GSM&R is a non-profit corporation and one of the New Hampshire Higher Education Assistance Foundation (NHHEAF) Network organizations. NHHEAF describes itself as follows:

The NHHEAF Network Organizations has 55 years of experience in helping families plan and pay for higher education. The Organizations are comprised of three independent, nonprofit agencies: New Hampshire Higher Education Assistance Foundation (NHHEAF), Granite State Management & Resources (GSM&R) and New Hampshire Higher Education Loan Corporation (NHHELCO). The interconnectedness of these organizations provides students and schools with expertise in all aspects of the student loan industry. Our work began in 1962 when the NHHEAF Higher Education Loan Program (HELP) awarded twenty-three $500 student loans, guaranteed by NHHEAF. Today, The NHHEAF

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-- 2 --

Network Organizations aspire to be recognized as one of the Nation’s most capable, trusted, and innovative leaders in educational loan services that enhance the promotion, advancement, and support of higher education for our state and our region. The Organizations’ business model and structure has provided significant efficiencies and cost savings. Beyond its own doors, student and parent borrowers, K-12 schools and local nonprofit agencies have benefited tremendously by these savings. Student loan earnings are reinvested in the Organizations and in the greater New Hampshire community. Reinvestment is achieved through cost-saving borrower benefits, default prevention expertise, college planning and charitable giving. All of the programs and services accomplished at the Organizations are made possible by the dedication and oversight of three separate, independent boards of trustees. (http://www.nhheafnetwork.org/)

On that same web page, GRM&R is described as follows:

Granite State Management & Resources (GSM&R) was established in 1986 to assume administration and loan servicing of federal and private student loan programs. Most recently, GSM&R became a not-for-profit federal contractor for the U.S. Department of Education to service the Federal Direct Student Loan Program. GSM&R approaches servicing student loans with an education-mindset, always focused on continuous improvement and effective communication.

In addition, GSM&R provides administrative and support services to the other NHHEAF Network organizations and is the employer of all the employees working on behalf of those organizations. USNH interacts with GSM&R in various ways, most significantly, although indirectly, through the USNH students whose educational loans are serviced by GSM&R. USNH students also borrow student loans through another of the NHHEAF Network organizations, the New Hampshire Education Loan Corporation (NHHELCO). As a result, NHHELCO distributes loan funds to USNH institutions on behalf of student-borrowers and, less frequently, USNH institutions return student loan funds to NHHELCO and to GSM&R on behalf of student-borrows who withdraw or for other reasons are no longer eligible for the loans. USNH also interacts with GSM&R through a number of small transactions including, for example, the provision of broadband connectivity ($600 per month paid to UNH by GSM&R), short-term rental of event space, and printing services. The annual total of such transactions has averaged under $25,000 over the last five years. At the request of the Governance Committee, the Chancellor’s Office, through discussion with the NHHELCO chief executive officer and other means, determined NHHELCO, including GSM&R,

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http://www.nhheafnetwork.org/

-- 3 --

does not generally engage in lobbying of elected or other public officials at the federal, state, or local levels. The single exception noted is NHHELCO’s interaction with certain federal executive branch officials relating to GSM&R’s ongoing contract with the federal government to service the Direct Student Loan Program. In conclusion, after careful review of the facts and circumstances described above, the Governance Committee determined that, while there is a potential for a conflict of interest, the likelihood is very low and, in the unlikely event of an actual conflict, the conflict and potential consequences would be mitigated through the proposed conflict management plan. Under that conflict management plan, Trustee Burnett will recuse himself from any discussion, deliberation, or decision the GSM&R governing may have regarding any relationship or transaction with or affecting the interests of USNH or any of its component institutions. Thank you.

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Attachment H

Governance Committee Charter


Board of Trustees


(June 27, 2019)

Agenda Materials

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I. Governance Committee CharterThe Governance Committee (the "Committee") of the Board of Trustees of the UniversitySystem of New Hampshire ("USNH") shall be appointed by the Board O�cers of the Boardof Trustees. The primary function of the Committee is to review and recommend policiesand procedures to enhance the quality, e�ciency and e�ectiveness of the Board of Trusteesand other governing institutions of USNH. The Committee shall have all authority necessaryto ful�ll the duties and responsibilities assigned to the Committee in this Charter orotherwise assigned to it by the Board of Trustees. The Committee shall have the followingduties and responsibilities:

1. Board/System/Institution Governance:

(a) Periodically examine the e�ectiveness of relationships and communicationsamong the various governance institutions of USNH, including the Board of Trustees,the Chancellor and the Chancellor’s o�ce, the Presidents and the academicinstitutions, and the Administrative Board.

(b) Periodically review and recommend improvements to the processes and policiesassociated with con�ict resolution among the various governance institutions of USNH.

(c) Oversee the development and maintenance by each of the Board's standingcommittees of a written committee charter de�ning its role, responsibilities, andauthority.

2. Board Composition and Leadership:

(a) Periodically review and, in concert with the Nomination Committee, makerecommendations to the Board O�cers regarding Board member selection processand succession planning, addressing Trustee skill sets, as well as ethnic, gender,geographic, and other types of diversity.

(b) Periodically review the structure, size, and other attributes of the Board andrecommend changes calculated to maximize the Board's e�ciency and e�ectiveness.

3. Board of Trustees E�ectiveness:

(a) Develop and maintain a Board Orientation process, ensuring that new Boardmembers have a clear understanding of the missions of the four institutions for which

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https://www.usnh.edu/

they are responsible and are aware of the role of Trustees in the governance of USNH.

(b) Develop and support activities to continue education of all Trustees concerninggovernance matters.

(c) Establish, coordinate and review with the Chairperson of the Board criteria andmethod for evaluating the e�ectiveness of the Board.

(d) Establish performance criteria/expectations for Trustees in areas of attendance,preparedness, candor and participation.

(e) Oversee the development and implementation of con�ict of interest, �nancialdisclosure, and other policies relating to the e�cient, e�ective, and ethical operation ofthe Board of Trustees.

(f) Review areas of risk assigned to the Committee by the Executive Committee forfurther review or other follow-up based on annual enterprise risk reports from theSystem’s chief executive o�cers.

University System of New Hampshire 5 CHENELL DRIVE, SUITE 301 | CONCORD, NH 03301

Copyright © 2014 University System of New Hampshire. All Rights Reserved TTY Users: 7-1-1 or 800-735-2964 (Relay NH)

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Attachment I

Annual Governance Committee Work Plan for GY2019


Board of Trustees


(June 27, 2019)

Agenda Materials

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BOARD OF TRUSTEES

5 Chenell Drive, Suite 301, Concord, NH 03301 | usnh.edu

GOVERNANCE COMMITTEE Work Plan

GY2019

(Adopted October 25, 2018; Amended January 17, 2019)

October 25, 2018 (PSU) • Approve meeting minutes (06/21/2018) • Amend BOT Conflict of Interest Policy – define “Transaction” • Consider suggestion to establish BOT Visiting Committees • Consider suggestion to revive BOT Inventory of Interests, Skills, and Experience • Orientation programs – new trustees and committee leadership • Report on COI and FD processes • Report on new trustee mentorship program • Work Plan GY2019

January 17, 2019 (KSC)

• Approve meeting minutes (10/25/2018) • Amend BOT Conflict of Interest Policy – define “Transaction” • Review existing BOT Inventory of Interests, Skills, and Experience • Further consideration of suggestion to establish BOT Visiting Committees • Work Plan GY2019 – Assess progress, adjust as needed

April 25, 2019 (UNH)

• Approve meeting minutes (01/17/2019) • Plan BOT annual self-assessment surveys (GY2019) • Proposed BOT statement of diversity and inclusion • Review Board Officer positions, in particular, Secretary • Review draft “toolkits” for Board and Committee Chairs • Work Plan GY2019 – Assess progress, adjust as needed

June 27,2019 (GSC)

• Approve meeting minutes (04/25/2019) • Review results of BOT annual self-assessment surveys (GY2019) • Orientation Program (GY2020) – Sept Retreat (?) • Trustee Mentor Program – review and assess • Work Plan GY2019 – Assess progress, identify completed and continuing projects • Review committee charter for continuing currency • Assess committee performance across GY2019; identify areas for further development

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