Interview-Based External Board Evaluation
Independent board evaluation with interviews is our most thorough approach. Our interview-based board evaluations produce a report that is tailored to your Board. It’s about you. And face-to-face discussions mean we can bring out what really matters.
But it’s not just interviews. We review board papers and observe meetings to see how your Board works in practice – aspects of our work that many clients find particularly useful.
An interview-based board review will give you maximum insight and result in practical suggestions for how your Board and committees can develop further.
Externally-Facilitated Review with Board Evaluation Questionnaire
You might not be ready for a full interview-based board effectiveness review. If that’s the case, our board effectiveness review questionnaire-based evaluation will meet your needs for an external review.
With this approach, we use our online evaluation tool, Thinking Board®. You conduct a self-assessment using our questionnaires and we analyse the results, write the report and discuss our findings with the Board directly.
This all adds up to a thorough external review that brings a lot more value than you might expect from a self-assessment. It makes it quick and easy, but it’s still rigorous.
Board Evaluation Software
If it’s the first time you’re conducting a board review and want to get started on the right track, or you’re not required to have an external board evaluation, then our online questionnaire self-assessment board evaluation tool, Thinking Board® is a good alternative.
Or perhaps you want a three-year follow-up approach. Many organisations are now looking for ways to follow up on their external Board review with a self-assessment progress check. This might be with a specific questionnaire looking at actions from the external board evaluation.
Thinking Board® is quick, easy to use, gives you an overview report and clearly highlights what is or is not working well.
The Board Evaluation Process
Board Evaluation Process Step 1: Choose how you want to evaluate your Board
The board evaluation process is not about giving a pass/fail grade. We believe in a board evaluation process that helps the Board keep learning about how it can work more effectively, efficiently and enjoyably.
Independent Audit offers three broad categories for board evaluation: interviews, externally-facilitated questionnaires and board evaluation software.
- Interviews: This in-depth end-to-end solution provides deep insights into board performance through paperwork review, in-depth discussions and meeting observation.
- Externally-Facilitated Questionnaires: Access our Thinking Board® questionnaires for anonymous self-assessment. We analyse the results and report back to your board.
- Board Evaluation Software: Use our industry-leading Thinking Board® questionnaires for your self-assessment and to produce your own reports.
Board Evaluation Process Step 2: Look at how the Board is workingFor boards that elect to follow the interview process, after agreeing on the scope and specific focus areas for the project, our team will interview the whole Board and observe meetings where possible. For boards that select the facilitated questionnaire or the board evaluation software, the questionnaire will need to be finalised, sent to the participants, completed anonymously and submitted.
Board Evaluation Process Step 3: Evaluate the findingsFor the interview approach, we pool our observations and findings, then write up a short report in plain English with practical suggestions for improvement. For externally-facilitated questionnaires, the individual responses are analysed by our team of independent experts and a report of the summarised findings and common themes is provided. For the board evaluation software, the system generates an automated report that allocates scores and identifies issues.
Board Evaluation Process Step 4: Report back to the Board
If your organisation has elected for the interview approach or facilitated questionnaires, we will meet with the Board to discuss our insights, answer questions and work with the Board to develop a clear action plan for improvement.
If you’re using our board evaluation software, you will be able to take the results of the automated report and present them to the Board to agree on areas for improvement, action and follow-up.
Frequently Asked Questions
What is a board evaluation?
A board evaluation identifies ways in which the Board is working well and strengths – so it can preserve them – as well as areas where it can improve its effectiveness. It seeks to evaluate how well a Board is fulfilling its role. Board evaluations are also known as a “board effectiveness reviews” or simply “board reviews”.
A board evaluation should recognise the uniqueness of each Board, its strengths and areas which can be further improved. A board evaluation typically looks at board composition, chairmanship, meeting dynamics, decision-making, and information provided to the Board by management, as well as how the Board and its committees fulfil their roles around strategy, oversight of risk management, oversight of management performance, culture etc.
Companies listed on the main London stock exchange must conduct an external board evaluation every three years to meet requirements of the UK Code of Corporate Governance. Some other boards are required – or choose themselves – to conduct an external board evaluation, eg. large subsidiaries of financial sector firms operating in the UK, public sector bodies including regulators themselves and the trustee boards of major pension funds and charities.
What is a board effectiveness review?
A board effectiveness review assesses how a Board fulfils its role, looking at how well it oversees the organisation and adds value. It also looks at the composition of the Board and meeting dynamics. Board effectiveness reviews are also known as “board evaluations” or simply board reviews”.
A board effectiveness review can cover a wide spectrum of topics including boardroom dynamics, composition and skills, chairing of meetings, strategic input, oversight of risk and controls, oversight of executive remuneration and employee behaviour, board support, information and committee effectiveness. It also looks at how the Board acts in the best interest of all stakeholders including shareholders, members, employees and suppliers.
An external board effectiveness review must be commissioned every three years by FTSE 100 and 350 companies to comply with the UK Code of Corporate Governance. Internal board effectiveness reviews are required annually. Many other boards undertake board effectiveness reviews – some are required to do this by their regulators and some simply recognise the value a review brings in helping the Board to preserve strengths, avoid complacency and work better.
Who should conduct an external board evaluation?
An external board effectiveness review should be conducted by an advisory firm specialising in reviewing boards. Board reviewers should have experience of working with similar organisations and be otherwise independent of the organisation..
The reviewer should be well placed to identify the successes of the Board, and to identify areas that can be improved based upon their experience of boards with similar structures, or organisations with similar business models and governance arrangements. The individual conducting the review should be independent of the company. An internal board evaluation can be led by the Chair, with the company secretary typically handling the logistics of the review.
What is the difference between an internal and external board evaluation?
An external evaluation is facilitated and completed by an independent reviewer who has no other connection to the organisation. An internal evaluation is completed by the organisation itself. Companies listed on the main London stock exchange, and many regulated organisations, are required to complete an internal evaluation annually and an external evaluation every third year.
What is the usual external board evaluation process?
The two most commonly-used board evaluation methods are questionnaire-based and interview-based. For questionnaire-based board evaluations, the reviewer agrees a set of questions with the client. At Independent Audit, we have developed concise and engaging questionnaires, which distil our experience from hundreds of board reviews conducted since 2002. Board members and others who interact regularly with the Board respond to the questionnaire. Our governance platform, Thinking Board, makes this a convenient process.
An interview-based approach involves one-to-one interviews between the reviewer and each board member. For either approach, board observation and document review (primarily of the board and committee papers) are crucial in surfacing issues around boardroom dynamics and inter-relationships. The reviewer produces a report with suggestions for improvement and discusses it with the full Board.
What is a board evaluation questionnaire?
A good board evaluation questionnaire asks thought-provoking questions, encourages commentary and helps to identify the root cause of any issue the Board may have. Independent Audit’s online questionnaire platform, Thinking Board, provides an easy way to widen the reach of the review, and is convenient for respondents to use. Automated reporting can save a lot of analysis time. At Independent Audit, we have developed concise and engaging questionnaires, which distil our experience from hundreds of board reviews conducted since 2002.
What is a board meeting observation?
As part of an external board evaluation, the reviewer should observe meetings of the Board and committees. This allows the reviewer to evaluate board dynamics, chairing skills, director contribution, quality of debate and how information provided by management is used.
A meeting observation gives the reviewer the opportunity to see at first hand how the Board works in practice. It also allows them to see the meeting dynamics, how the conversation flows and how the Chair leads the meeting. Taken all together, this better informs the questions asked at interviews and the suggestions made in the final report.
Who should complete the board evaluation questionnaire?
As a minimum, the questionnaire should be completed by all members of the Board and Company Secretary. It is also useful to get the views of other who regularly interact with the board, including members of the executive team who are not board members but interact with Board regularly.
For the committees, it is also useful to get the views of the Head of Internal Audit and the Head of Human Resources, as well as external advisors such as the external audit partner and remuneration consultant. By doing this, a board review considers the Board from three perspectives: board members’, executives’ and the external view.
Should the board evaluation questionnaire be anonymous?
Responses to the board evaluation questionnaire should be anonymous so respondents feel free to speak openly. Although most directors will claim that they are open and direct with their feedback whether it is anonymous or not, we find that the anonymity provided by using an external reviewer encourages people to speak more freely. Ideally, the report presented to the Board should paraphrase responses rather than quoting them directly, to focus attention on common themes rather than who said what.