Defining Trustee Due Diligence: A Checklist

As Board President, you regularly focus on your school’s specific, strategic goals and the Board’s structure and role. In the latter area, you rely on your Committee on Trustees to monitor, evaluate, advise, and counsel the full Board. You and this committee may use a written evaluation instrument administered each year to provide data on the Board’s adequacy.

At the same time, you need to cultivate, elect, orient, evaluate, and, at times, counsel individual Trustees. Good governance defines a school’s strategic direction and determines how it uses its resources to achieve strategic goals.

Within this context, Trustees must understand what is required to perform their duties: thorough due diligence. This term is familiar to Trustees who work, for example, in the worlds of investing or mergers and acquisitions. In our context, it refers to fulfilling certain fundamental duties in serving as a Board member at a private-independent school.

A Due Diligence Checklist identifies these obligations and assists in the following four ways:

• as a referent when cultivating and orienting new Trustees;
• when addressing Board function and, in particular, the adequacy of every individual’s focus on strategic purpose during full-Board meetings;
• as a checklist for evaluating each Trustee’s performance (and, if needed, providing counsel to them); and
• as evidence of the Board leadership’s own due diligence and prudent governance, which appeals to fundraising donors and prospects when they are cultivated.

A Due Diligence Checklist

We’ll discuss the responsibilities of private school Trustees under four distinct categories: Governor, Sponsor, Ambassador, and Consultant. The items listed under each role create a set of due diligence competencies. Amend these items, as needed, to meet your Board’s specific needs.

In the role of Governor, the Trustee exhibits:

• knowledge of (and ability to quote) the school mission statement;
• knowledge of and commitment to the Board’s own mission statement;
• familiarity with Board bylaws;
• thorough preparation for meetings;
• on-time attendance at meetings;
• mental “presence” at—and full and active participation in—meetings;
• strategic focus in the content and process of meetings; and
• commitment to group process, the open exchange of ideas, and presenting a unified voice to constituents.

In the role of Sponsor, the Trustee exhibits:

• thoughtful inquiry into the financial soundness of the school’s assets;
• promptness in making personal financial contributions to school initiatives (operating, annual, capital, and endowment) and providing support to all development and fundraising goals;
• understanding the strategic financial plan components and their interplay; and
• scrupulous avoidance of conflicts of interest.

In the role of Ambassador, the Trustee exhibits:

• enthusiastic public support for the school, its Head and administration, the faculty, fellow Trustees, and the Board as a whole;
• commitment to the confidentiality of Board matters;
• care and prudence in commenting on any Board matters in casual conversations; and
• openness to constituent contact, but with the understanding that he/she is not a “representative” of a particular constituent group.

In the role of Consultant, the Trustee exhibits:

• generous giving of time and talent when called on by the Board or School Head; (The school relies on the special training and skills the Trustee brings to the Board, especially those for which he or she was recruited.)
• a willingness to keep up-to-date on best practices in private-independent schools;
• contribution to the Board profiling processes; and
• commitment to Board-level diversity as that term is defined at the school.

Charge your Committee on Trustees with the review and revision of this Due Diligence Checklist for approval by the full Board. Provide each Trustee with a copy of your checklist and make plans for its formal use during your annual Board retreat.

Include the document in your Board policy manual. The checklist, as amended to suit your Board, will become a living document to help maintain your Board’s strategic function and achievement of strategic goals.