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 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.
Complete your board evaluation in four steps
Step 1: Choose how you want to evaluate your Board
Step 2: Look at how the Board is working
Step 3: Evaluate the findings
Step 4: Report back to the Board
The Purpose of a Board Evaluation
The primary purpose of independent evaluation is to help the Board improve its own performance, which helps it to improve the performance of the organisation. By undertaking an external review, a Board demonstrates to investors and other stakeholders that it is committed to continuous development and isn’t becoming complacent. Many regulators and other stakeholders like to see – or insist on – regular board evaluations.
The board evaluation (also known as a board effectiveness review or board performance review) provides an opportunity for board members to pause and take stock, asking themselves and the external reviewer: what could our Board do better?
It shouldn’t be seen as a compliance exercise. It’s not an audit providing certification or an opinion of the Board for external use. (Our name – Independent Audit – is a bit of a misnomer in this regard. We are reviewers and advisors, not auditors.) Having said that, the fact that you’ve done a review, following a clear and thorough approach, which you disclose in the annual report, should give comfort to external parties that you’re serious about the Board’s role and responsibilities.
We still come across boards who look at the board evaluation as a tick-box exercise or something to be “got through” as quickly and painlessly as possible. For these boards, it becomes a self-fulfilling prophesy: they believe the board review will be a waste of time, they invest little time or effort in it, and it gives them no insight or value. If that’s how you view it, we’re probably not the right provider for you.
That’s not to say that a board evaluation should be painful and time-consuming! On the contrary, the Independent Audit board evaluation methodology, which we’ve developed over more than a decade, ensures the evaluation process is a smooth one. Our objective is to provide real insight to board members, helping them to identify and address areas that are not working well by suggesting practical solutions – and helping them implement change too.
When undertaking a first external review, boards can understandably be concerned about the reviewer “finding fault” with them. However, the purpose of a board review is to help you work better together in future – not about giving a score against an arbitrary measure. We haven’t yet found the perfect board and there are always development opportunities, but we also find that all boards have their strengths. It’s just as important to recognise these strengths in order to preserve them and build upon them in the future.
The Focus of the Board Evaluation
All our board reviews consider:
- – Are the people and processes in place to enable effective board oversight?
- – Do constructive relationships and culture underpin the processes?
- – Are you doing the right things to drive accountability, values and standards?
- – Does the Board have the right impact and bring the expected value?
- – Are board members getting the right information to give them the insights and assurance they need?
But every board is unique with its own history and challenges. Each review focuses more or less on specific areas relevant to the particular organisation and board.
The Main Types of Board Evaluation – Some Definitions
Board effectiveness review, board evaluation, board assessment or board performance review – it’s all pretty much the same thing. Sometimes people will use the terms with various nuances in mind but there are no common distinctions or definitions, so we consider the terms to be interchangeable. There is a big difference though between an external and internal review:
External board evaluation
The analysis of the Board’s performance is undertaken by a third party independent of the organisation, like Independent Audit. The external reviewer looks at how the Board is working and prepares a report, discussing it with the Board. There are certain elements required for the review to qualify as “external” including all board members getting the opportunity to give their opinions, the reviewer getting access to board and committee papers and, increasingly now, an observation of the Board and Committees in action.
And we recommend including some of the rest of the management team in the review too. In the UK, the FRC requires FTSE-350 companies to undertake an external review every three years – and similar requirements are developing in other countries. Many other regulators and stakeholders require this too. See the resources section below.
Internal board evaluation
It is good practice for a board to undertake its own self-evaluation in the years between the external review. UK-listed companies are required to do this by the FRC. Many of our clients ask us to support them on their internal reviews. We give various levels of assistance, providing questionnaires, a convenient online platform and helping analyse the results. We call it an “externally-facilitated” review but it remains the Board’s self-evaluation. In this case, there is more flexibility on how the review is done. Many company secretaries run the internal board evaluations without needing any outside help at all.
Who Should Do a Board Evaluation?
A new Code of Conduct for Board reviewers is currently being developed in the UK. We have taken a strong interest in its development, contributing our thoughts to the consultation exercise run by the Institute for Chartered Secretaries and Administrators (ICSA) and we plan to sign up to the Code when it emerges.
The Draft Code states that board reviewers “should have – and be able to demonstrate to potential clients – the expertise, experience and resources necessary for each engagement they undertake. They should only accept work that they are qualified to perform and in which the client can be served effectively.”
Signatories are going to be required to publish on their website “sufficient information about their experience, expertise and resources and how they would typically undertake a board performance review to enable potential clients to assess their suitability.” Please see the Bios page for our team resources, the Clients page for examples of our work and the Methodology page on how we undertake reviews.
The Results of a Board Evaluation
The outcomes of a board evaluation need to be clear and add real value, driving changes – when needed – to procedures and papers, shifting the focus of discussions, reinvigorating meetings and improving behaviours. Most boards are required to – or choose to – disclose information on the review in their annual report.
Disclosure guidance for UK-Listed Companies is currently being developed to help ensure investors and other stakeholders are getting consistent information. The disclosure should cover:
- – Who did the review? Is the firm reputable with deep and relevant experience? How independent are they and how were they chosen?
- – What was the process? Was the Board observed, were board papers reviewed and who was interviewed or asked to complete a questionnaire?
- – What did the review cover eg Committees as well as the Board?
- – And what are some of the actions being undertaken as a result of the review? Some may be sensitive and it is not always helpful for the Board to disclose all findings. But we encourage our clients to give information on the strengths that have been identified as well as the areas they are planning to work on in the coming year.