Board Reviews
The context
There are several reasons why boards might have an externally facilitated board review. For example, the UK corporate governance code recommends that the largest UK listed companies should have one every three years and the QCA corporate governance code (for smaller listed companies) also suggests that an annual internal review should ideally, be supplemented periodically by an external independent third-party review.
The term “board evaluation” may have put directors off in the past, with its connotations of an examiner, marking performance. Boards would sometimes focus on how well they were doing compared to other boards. Both of these perspectives miss the point.
The main reason for undertaking a board review should be to find out how things are going, what is working well and where some changes might be beneficial, in order to help the board work better and be more effective in carrying out its governance role.
My approach
I don’t come along like an inspector or examiner to give your board marks out of 10. I work alongside you. I find out about the board, I gather feedback and make recommendations (based on my many years’ experience) which I discuss with you, with the aim of leaving you with an action plan to take forward. I offer to return 12 months later to see how you are getting on, which is a popular option as it helps keep momentum going through the year.
The service
I offer a full range of options for your board review – which may also encompass board committees and individual directors. The most important aspect is that I tailor the service to suit your needs. I will discuss with you what your objectives are and then suggest the best approach.
Typical elements of one of my reviews would be:
- An initial meeting with the board chair and governance lead to discuss your needs and objectives
- A desktop review of your governance framework documents (if you have them)
- Carrying out a skills analysis of the board
- Attending and observing a board and/or committee meetings
- Gathering feedback from the board and other key stakeholders during conversations with them, possibly supplemented by questionnaires
- Analysing the findings and producing a report with recommendations for the board to consider
- Presenting the report at a board meeting and facilitating a discussion
- Producing an action plan with you
- A follow up visit about 12 months after the review to hear about your progress