University Governance in Mexico

Abstract

This chapter is intended to provide a summary of the fundamental and conceptual aspects of university governance in Mexico. It provides a general description of the framework for a functional governance that must prevail at an institution, the committees to be conformed, bylaws to be adopted within the board, regulations, and some rules of thumb in board composition for its successful operation. Additionally, it addresses the most important duty of a Board: planning and designating the President or Rector (P/R). This chapter also describes a list of conclusions or recommendations for the Presidents/Rectors and Boards to make the best governance possible at their institution, always considering each organization’s particular context. Lastly, it also includes stories to describe the experience of a President and its reporting of the role, and their interactions with the board and its members at different decision-making processes.

Appendices

Appendix 1: The Questionnaire Administered to Presidents/Rectors

Survey questionnaire to Presidents/Rectors.

November 2020.

Boards (Corporate Governance) at Universities in Mexico.

(Establish the level on each of the following questions from 1 to 10 where 1 is low and 10 is high NA is not applicable or not know).

Section 1. The University Board in General

• 1. How much the governance of the institution promotes the establishment of a strategic vision of the University? (VISION)

• 2. How much does the governance of the institution promote the assurance of the sustainability of the University for the long term? (SUSTAINABILITY)

• 3. How much the institutional governance contributes such that the community may feel it as a part of themselves. In other words, the community includes the university as part of their community and achieves that the community has a self-belonging scheme of the community to the University? (COMMUNITY AFFAIRS)

• 4. To what measure the institutional government has established formal decision-making processes for a better operation of the University? (DECISION PROCESSES)

• 5. The definition of processes and procedures to assure the best operation of the University are relevant in all cases. To what degree the board makes sure that the processes and procedures are adequately executed for the operation of the institution? (PROCEDURES EXECUTION)

• 6. How important is for the board the succession processes of the President/Rector and key positions at the University? (SUCCESSION PRIORITY)

• 7. To what degree the institution has seen the support of the board for the decision-making processes taken and implemented regarding COVID-19 situation? (COVID-19 SUPPORT)

Section 2. About the Board Members of the University

• 8. Do you believe that the mix of the board members is balanced avoiding bias to any of the three fundamental characteristics required from a board member being: Time, Talent, Treasury (3 T). This in the actual selection and future selection process of new board members of the University. (BOARD’S COMPOSITION)

• 9. Is there a perception that the board members are prepared (as referred if they prepare themselves with readings, data, and information) for the activities of the board? Examples are meetings, previous readings, revised data, and information of the University. (BOARD’S PREPARATION)

• 10. The board members including the Chairman of the Board have an integral and cohesive relationship with the President/Rector and his/her reporting group. This with the purpose of them to feed information and have a saying with evidence in the selection of new board members and in strategic topics of the University. (HARMONIC RELATION OF THE BOARD WITH MANAGEMENT)

• 11. Is there proactivity and immediate actions to execute needed changes within the board and its University governance? It is also important to maintain all members of the board informed of the needed changes for better functioning of the board at large. (PROACTIVE INFORMED CHANGES)

• 12. There is a clear tendency of incorporating governance models at the University like the ones at the organizations and businesses where the board members participate. (ENTERPRISE GOVERNANCE)

• 13. The members of the board are an example of the culture, philosophy, and distinctive values of the University. (LIVES THE INSTITUTIONAL CULTURE)

Section 3. Board’s Role and Functions

• 14. The members of the board are informed of the educational mission, key values, strategic plan as well as the bylaws and rules of the board and governance of the University. (MISSION)

• 15. The participation of each member of the board in the organization, programs of study, campus plans, financing plans, etc. Is limited only to the strategic aspects of the University. (STRATEGY FOCUSED)

• 16. The board has in its responsibilities revision and approval of strategies, policies, and implementation plans leaving the President/Rector and the management team the day-to-day operation of the University. (OPERATIONS MANAGEMENT FREED)

• 17. The board assures the adequate and consistent management of resources of the University. (BUDGET MANAGEMENT REVISION)

• 18. There is support by the members of the board with their economic contributions to the University. Also, they support the processes of fundraising and the convergence of new individuals and organizations as benefactors and processes for new fundraising initiatives. (FUNDRAISING SUPPORT)

• 19. There is a good number of board members that are active participants at board meetings and at large assembly meetings, committee meetings and are members of at least one of the counseling and committees of the University’s board. (ACTIVE PARTICIPATION)

• 20. The strategic plan has active participation of the board members and the board at large as well as the different stakeholders of the University. (STRATEGIC PLAN PARTICIPATION)

• 21. The board members are actively participating in public events of the University such as graduations, receptions, other programs, etc. As a support signal and backing during the year to the University. (PUBLIC EVENT PARTICIPATION)

• 22. There is an evident distinction of situations that may always represent a conflict of interest between board members and the University. (FREE CONFLICT OF INTEREST)

• 23. Always maintaining the confidentiality of meeting topics of board meetings and other sensitive information and data of the University by the board members is a must. (CONFIDENTIALITY MAINTAINED)

• 24. The members of the board are referred to as acting as part of the University community which reflect values such as transparency, honesty, etc., and always be open to disclosing conflicts of interest. (BOARD MEMBERS AS A COMMUNITY)

• 25. It is fundamental and of critical importance for the participation in a University board is trust. There is a great effort to assure that there are not influences of particular benefits to specific members of the board. Examples of this may be something in exchange for their support such as services, scholarships, etc. (NO INFLUENCE OR EXCHANGE SERVICES)

Appendix 2 Comments from Each Section of the Questionnaire

Section 1. The University Board in General

• The University board is composed of a student representative, a faculty representative, and the director from each academic unit, it is led by the President/Rector, the General Secretary, and the General Counsel. The board works by commissions and specific committees according to the function of the university and is linked to each academic unit

• For the case of the institution that I know, my main observation is that with the insertion of better corporate governance and in particular of the matrix organization, the decision-making processes take more time at the level that there is no identification of who is in charge and that the institution has lost financial efficiency because there is not a clear definition of the response within each academic unit

• Strategic and finance functions; follow-up the operating part three times a year

• The institution will need to make clear the terms “actual institutional government,” the “government of the institution,” “governance of the institution,” “board.” Are they the same?

• It is important that the board appreciates the diversity of its own composition and acts like that, all this independent of the Chairman of the board’s leadership

• The board provides follow-up and values our financial and academic actions. All this with the purpose to have the correct route for the institutional mission and vision. Here it is important to highlight the President/Rector’s leadership

• Efficient and quick

• Improve the diffusion of the agreements and the communication, when you have a large institution, it may be difficult. Also, because at the board level the centralized support functions are not integrated into the core functions

• There is a need for more diffusion of the agreements and communication

• The board is strategic to the institution and its internationalization

• Create the vision and mission

• Some board members are not up to date with the latest developments in digital transformation, not even the future vision of the university. Many of them with many years of experience emit an opinion from their experience, that may be harmful for the actual times. On the other hand, they have much additional work to do additional to the board that makes stressful their participation in the different issues and projects, and they may not be able to deepen as it must be done

• They must be cautious, so they don’t interfere in the academic part of the university. If the board members are businessman, they must help form that position

• They are fundamental for the development of the university

• Is the entity that establishes, in collaboration with the operating government, the direction of the university, future vision, evolution, etc.

Section 2. About the Board Members of the University

• They are individuals with talent and abilities

• When they are elected in democratic processes and designed by the governance council (H Junta de Gobierno) they have the profile to strengthen the governance

• There is a balance because they come from all three sectors and we are trying to include international members

• They are prepared individuals and are willing to give their time and experience

• Institutionally we have migrated from a board with a low margin for action, well-conditioned from the general government to one with more freedom. All these have not been implemented yet. The external/independent board members still feel limited. There is a lack of induction and training for the religious board members. Also, there is a need to make the religious members independent of the religious organizations such that the university development is not limited to being conditioned to the organizational opportunities or due to obedience. Many times, they alienate for obedience because the President/Rector is a high-rank member of the religious organization. There has been a high level of rotation in the last five years, due to the transfer of individuals and changes of external board members. All these issues take out deepening and vision to the board due to the learning curve.

• Members of the university board spread in the community the reports presented through commissions and committees

• Very good board members. However, at times they exaggerate in trying to take businesses practices where they participate to the university

• They are high profile individuals from the business community, from different profiles, age, and experience, all interested in support education and its quality

• The decisions to admit new members to the board are targeted essentially due to the professional, personal, and family relationships between current members and the candidates to invite

• It is very important that board members have the abilities of future vision and governance from the business perspective. Not always they have cleared their role and the difference between their function from the board to the operation

• It must be recommended to integrate support personnel from the core functions (central directors) this is due to the university growth and its relationship to the context

• The central element must be to transform individuals

• Involved and engaged, supporting the university with time, good advice, contacts, and resources (own or generated)

• 50% of the board members are from the same religious congregation, the other 50% high profile individuals from the community

Section 3. Board’s Role and Functions

• They explore excellent ideas, good strategies and provide support to the areas asking them

• They support the competitiveness, feasibility, and sustainability of the institution that may be summarized in one word: certainty

• Define the vision and revise the results of the President/Rector and other departments

• Historically, they have been concentrated in assure management and administration. They are not academically oriented and do not promote research. They do not help in the fundraising activities (the religious members have other duties, and each university has their own fundraising team) and seems that the independent board members provide low support and are not engaged with fundraising efforts. They must support the functions of the future, such as cultural change and digital transformation. To my knowledge they are not engaged with the expansion of the network, it seems they feel better maintaining the status quo. They must participate in more events; however, it is difficult since they are board members of 9 universities

• The university board publishes all the agreements provided with the information from the commissions and the committees so that the community knows what’s happening

• Everything is very good, even that on some occasions they overpass their function as board members and participate in the operation of the university

• Improve the diffusion and communication to the university community otherwise impossible being a large university

• A board member has the vision to support the university to make it better so the process transformation to be better is a solid line to make this a reality

• The board members are confident in the proposals that come from the university community and their moral support is real, they do not participate in the creation of procedures and processes.

Keywords

Board. It is a group of individuals appointed or elected that has overall responsibility for the management of an organization in this case of an educational institution or university.

Chairman of the board. The principal officer of the institution/university is elected by the board at large and is charged with the supervision and management of high-level affairs of the university, as making corporate policy, or approving actions of the President and vice Presidents.

President/Rector. The chief officer of the university is the maximum operating authority at the institution.

Committee. A person or group of persons appointed to perform a particular service or function, required to investigate make a report on it or act on a particular matter.

Education. It is the act or process of imparting or acquiring general knowledge, developing the powers of reasoning and judgment, and generally preparing oneself or others intellectually for mature life.

Governance. It is a method or system or government or management.

Higher education. It is the education beyond high school, specifically that provided by colleges and graduate schools, and professional schools.

Succession planning. It is the process of selecting a President/Rector at an institution (University in this case). It may include the process of selection of an interim President, the establishment of a list of search consultants, the appointment of a search committee, develop and establish an institutional profile and desired leadership characteristics, the interviewing processes, converging of references, selection process, and definition of a time frame for execution.