USC board must fix ‘fundamentally misguided governance culture,’ consultant says

A consultant group hired by the University of South Carolina has urged the school’s board of trustees to move away from what the consultant calls a “political culture.”

The 33-page report released Friday by the Association of Governing Boards (AGB) found the USC Board of Trustees’ culture was tainted by politics, infighting, a lack of diversity and a lack of input by faculty and a disproportionate focus on the Columbia campus, according to the report.

“The consultants found a fundamentally misguided governance culture — one that is a consistent threat to the university system board’s ability to address strategic issues in an effective manner and to its reputation,” senior consultants Richard Legon and Ellen Chaffee wrote in the report’s executive summary.

USC President Robert Caslen, who asked for AGB to conduct the review, agreed the board needs reform.

“I don’t think this board is set up for success,” Caslen said.

AGB presented the report to the board of trustees during its two-day retreat. During the first half of the day Friday, Legon and Chaffee hammered the board for the flaws they uncovered in the review. In the second half, the association and the board talked back and forth about possible solutions.

For example, it’s been no secret that USC’s board lacks racial, social and professional diversity. Of the 21 board members, only one is an African American. Throughout USC’s eight campuses, roughly one in six students is African American, according to USC’s website.

Since the legislature elects the lion’s share of board members, USC’s board could boost diversity by implementing term limits, adding non-trustees to committees and developing a strategic plan to boost diversity on USC’s board in the long term, Legon and Chaffee said at the meeting.

Eddie Floyd, who has been on USC’s board since 1982, said the original reason some board members were appointed by the governor was to help increase diversity. However, McMaster’s two appointees, and his temporary replacement for the late Bubba Fennell, are all white men.

The problem with the board is not necessarily its bylaws, the report said, but its “political culture,” which is defined by party loyalty, personal influence, and board members being beholden to lawmakers who accept them to their positions. Instead of a political culture, the board should move to a “fiduciary governance” culture, in which “the best interests of the institutions are the standard that drives governance,” according to the report.

Such a change in culture could take weeks or even years, the report said. Part of the reason this culture was able to perpetuate for so long is because USC does not have term limits for board members, the report said.

The association compiled the report by sending Legon and Chaffee to USC for five days to interview trustees, lawmakers, students, administrators and others. The consultants also reviewed USC’s bylaws and testified before the Senate Education Subcommittee, according to the report.

USC paid the consulting firm $146,000 to conduct the review, university spokesman Jeff Stensland said.

Following a presidential search last year rife with protests and allegations of undue political influence by S.C. Gov. Henry McMaster, new USC President Robert Caslen asked the association in July 2019 to review USC’s board processes and to make recommendations.

McMaster’s involvement consisted of calling board members and asking them to cast a yes-or-no vote on whether to accept Caslen as USC president. Should a board member receive a similar phone call today, Legon advised them to respectfully tell the lawmaker that the board needs to remain independent and can’t discuss USC matters.

But being a public institution, USC is affected by state policies, which means trustees need to advocate for certain policies or funding levels in order to best serve the university, Trustee Thad Westbrook said at the Friday retreat.

“We can’t stand on an island and pretend (lawmakers) aren’t there,” Westbrook said.

State schools Superintendent Molly Spearman, an ex officio board member, agreed that simply taking a phone call from a state lawmaker shouldn’t constitute undue influence.

Chaffee said the board should create a policy to decide “where is the line” with political and external influence so board members know how to conduct themselves.

AGB credited Caslen and the board of trustees for recognizing the flaws in its governance process and for seeking help in the form of a review, the report said.

AGB is the latest organization to rebuke USC’s board of trustees in the wake of the presidential search process. Last week, USC’s accrediting body, Southern Association of Colleges and Schools, found “adequate evidence of undue influence” in the university’s presidential search, according to a previous article from The State. In October, USC’s Faculty Senate cast a vote of “no confidence” in USC’s board of trustees, citing the presidential search as the primary reason, according to a previous article from The State.

Board chair John Von Lehe has resisted calls from the S.C. Legislature to overhaul the university board, saying the current structure is working. However, lawmakers are crafting a bill that would remove the governor and the superintendent of education from USC’s board of trustees. That legislation, which would also reduce the number of people on the board, passed a subcommittee earlier this month, according to a previous article from The State.

At Friday’s meeting, Von Lehe agreed the board needed to make structural changes to its governance.

However, the association warned in its report that in order for USC to see meaningful change, some reform has to come from within the board.

“Changing the number of trustees without also changing the board’s culture would have no impact,” according to the AGB report.

Other issues

USC also needs to make several other, key changes to its board, Legon and Chaffee said.

Legon said the board, as a whole, was “passive,” “low-curiosity” and does not do “its homework” before meetings. One example: USC’s board is relying too much on staff members to set the board agenda, Legon said.

“This board is too tolerant of being spoon-fed and led around,” Legon said.

Trustee Eugene Warr, usually a soft-spoken member of the board, pushed back on the assertion the board is not curious or deliberative.

“Any trustee who wants to bring something up, can,” Warr said. “There is always time at the end of the board meeting.”

Faculty Senate Chair Mark Cooper agreed with Legon, saying meetings were often set up in a way that did not allow board members to bring up ideas that were not on the agenda.

“This is not a harmonious board,” Cooper said.

The board also focuses too much on the Columbia campus, and not enough on the other seven campuses, Legon said. One relatively simple way to fix that would be to rotate the locations in which it holds its board meetings, he said.

USC’s board used to do that, but does not do so any longer, trustees said at the meeting.

This story was originally published January 24, 2020 at 10:00 AM.