A board evaluation is an annual exercise focused on improving the effectiveness of a board of directors. Many regulators and Codes, including the UK Corporate Governance Code, recommend (or insist) that such a review is externally facilitated every three years. Board evaluations are typically structured either around one-on-one interviews or questionnaires.
Our most popular and thorough approach is based around one-to-one interviews. This methodology is favoured, and often expected, by regulators and shareholders, who increasingly like to see more in-person interaction between the Board and the reviewer.
For our questionnaire-based approach click here
We meet with the Chair to discuss the objectives of the review and any specific areas of focus. We work to develop a relationship with the Chair and Company Secretary in particular, as well as the rest of the Board, such that they can turn to us when guidance is needed.
We ask for access to a year’s worth of board papers and other governance documentation received by the Board. We review the agenda balance and provide feedback on how to improve the papers. This also helps us to understand the issues the Board has been dealing with, and the decision-making process, which informs our interviews.
Board & Committee observation
We typically attend one meeting of the Board and each of its Committees at the start of the review process. We form a picture of how the practical arrangements and meeting dynamics come together – this enables us to give our own view of how the meetings work, which we can discuss in interviews.
We hold interviews with all the Directors and the Company Secretary. We like to include others who interact regularly with the Board – this might include, for example, your General Counsel, Chief Risk Officer and Head of HR, as well as the Head of Internal Audit, external audit partner and remuneration consultant. We cover a broad range of topics around how the Board works and how it helps the business.
We draft a bespoke, written report. Our reports are focused but descriptive, explaining how the Board is working and why we feel that certain changes might help it to improve. We provide a specific, succinct list of recommendations which might form the basis of an action plan. All our reports are subject to rigorous internal challenge and quality assurance.
We meet with the Chair to discuss our draft report. Once it is finalised, we attend a board meeting to present our findings and invite discussion. After the review, we like to schedule a follow-up meeting in a few months’ time. We remain on hand to provide support and guidance.