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In our quest to help thousands of boards improve their board governance, we have compiled an ever growing directory of questions relating to governance and board effectiveness. If you have a question you would like answered by one of our governance experts, click here.

Annual director appointments are good in theory, as members should have the right to change the board if they desire. In practice, however, annual director appointments can be very disruptive to the board, executive team and the organisation.

That is why most boards opt for three-year terms for directors with reappointments appropriately staggered so around one-third of directors come up for reappointment each year.

Our board survey focuses on all the most important categories of a board’s performance, effectiveness and decision-making. This includes the board and committees having the appropriate capabilities to match the current and future strategic needs of the organisation. It also contains appropriate governance of risk and compliance and adds value to the organisation’s performance, sustainability and reputation.

Boards often add our Committee Effectiveness Module to their board survey. This module constitutes a light touch review of the effectiveness of each committee. It reviews the skills and capabilities of committee members, the extent to which the committee supports the work of the board and elicits recommendations for improvement.

The survey process identifies low benchmarked items and any hot spots that can be probed in more detail during any interview or other process. Suppose the board or CEO are perceived to have a lack of capability or not dealing with reputational risk management well, which will be apparent from the survey. As the survey items set out best practices, it will be clear what actions will be required to deal with the relevant issue(s).

There are many balanced scorecard templates and checklists on the web that are available for organisations and boards.

Whilst we think that a template or checklist can give you a good starting point, you cannot assume that the template will be a good fit for your organisation. Having a good scorecard is essential to oversee the execution of strategy, but it’s the discussions and debate in relation to what should be included that are most important. If directors and executives develop a shared understanding of why specific measures are essential, then oversight and performance are likely to be enhanced.

Sadly, way too often. In our comprehensive report titled Benchmarking board performance: 500 board reviews later, we included a detailed article on this matter. That article reported that around 25% of the more than 500 boards we had reviewed had some form of dysfunction.

We say that this is the elephant in the room that boards, directors and company secretarial associations do not want to talk about. We also pointed out that many of that 25% do not know they are dysfunctional. And many do not have the capacity or the will to fix the problem.

We defined dysfunction as an impairment that has or is likely to adversely impact the board’s performance, effectiveness, and decision-making significantly.

Some of the many causes and fixes were included in that article.

An externally facilitated board assessment can include several elements. Most start with an assessment of the effectiveness of the board as a whole. That assessment is often extended to add assessments of the effectiveness of committees and individual directors. An evaluation of the skills and experiences of individual directors and the board collectively to identify any gaps is being included more often.

All the above assessments can be done by way of well-designed surveys, which are often supplemented by interviews and other review procedures.

Board reviews add significant value, especially when boards carry them out with the intention to learn and improve and not just as a tick-the-box exercise.

The many testimonials on our website talk about the significant value added by a board evaluation.

By definition, one-quarter of boards are in the top quartile of high-performance boards and 25% are in the bottom quartile.

There have been plenty of occasions when a board in the top quartile of high-performance boards fell out of the top quartile in a subsequent year. Similarly, boards in the bottom quartile have climbed into the middle two quartiles or even into the top quartile within a couple of years with a determined effort.

We also provide between three and five recommendations to boards, no matter how good or bad they are. Those recommendations are designed to ensure the most significant possible increase in the board’s effectiveness and, in the case of a high-performance board, to retain such high performance.

At Board Benchmarking, we like getting the opinion of the CEO, company secretary and other senior executives who have significant interaction with the board. Their anonymity must be protected to encourage them to provide candid responses.

Getting the perspectives of the executives and directors allows their respective perspectives to be contrasted and significant differences to be identified. If the review process also involves interviews, the company secretary’s views and those of other executives add value to the process.

Our director effectiveness survey includes all the main attributes required of an influential director. Those attributes are included in the following four categories: personal attributes, teamwork, leadership and oversight.

All directors are provided with their own individual Director Effectiveness Report, generally by the Chair, following the completion of the Director Effectiveness survey. We recommend that Chairs and boards delve deeply into the Director Effectiveness Report with each director using the process set out here.

Directors assess board effectiveness through a board survey completed by relevant executives, which has been demonstrated to measure effectiveness reliably. The resulting report, benchmarked against similar boards, provides insights into how the board performs overall and in each key category of effectiveness.

A comprehensive board survey will certainly incorporate soft skills, such as essential relationships and dynamics. It’s important to evaluate the relationships and dynamics between the Chair and CEO, the board and management, and within the board itself as distinct measures.

An in-camera session is a session with non-executive directors in the absence of the CEO and other executives.

An in-camera session allows the Chair to keep the rest of the board appraised of the main challenges being dealt with and discussed by the Chair and CEO. Directors are provided the opportunity to voice any concerns that they prefer to discuss without the CEO present. The in-camera session serves as an excellent forum for the board to reach a consensus on significant issues. Additionally, the Chair can utilise this time to ensure that the meeting prioritises matters that are most relevant to the directors.

If there are any indications of conflict between a Chair and CEO, the earlier it is recognised and dealt with, the better. Ideally, the Chair and CEO should deal with the conflict together. If they have not or cannot, it is typical for one of the most senior directors to help deal with the matter on behalf of other directors. The senior director can keep other directors updated on the progress made.

The Chair should also keep other directors clear on their perspectives and plans during an in-camera session (i.e. without the CEO in attendance).

We recommend to boards that they get everyone to agree with the process, protocols and timing that will be used in relation to board renewal. We also advise that a thorough process be established for the re-election of directors, particularly concerning the timing of their renewal.

Having agreed to the process, protocols, and timing, we recommend that boards trust the process and do not deviate from it without everyone’s agreement.

Some perceptions from executives and other stakeholders may be influenced by the views of specific consultants, which could affect their overall assessment. The critical issue is not whether executives and directors on other boards hold different views but rather whether their perspectives align with those of your board. If there is a significant disparity between the opinions of your directors and executives, it’s essential to consider the potential implications for your board and the organisation as a whole.

Many directors, especially newer ones and ones who have more recently had an executive role, often find it easy to be drawn into operational issues.

Setting clear expectations as to the role of the board and how it differs from the role of management is essential. This will ideally be done well during induction and continually reinforced by the Chair with the support of the CEO in board and committee meetings.

Driving strategic discussions at board meetings becomes more manageable when the organisation’s strategy and the board’s priorities are consistently highlighted in the board pack. Regularly connecting agenda items to the broader strategy reinforces this focus. Ensuring that all directors are aligned with the board’s key priorities helps keep the discussion centred on what adds the most value—primarily the execution of the organisation’s strategy. This alignment minimises distractions and ensures that day-to-day management issues receive minimal attention, allowing the board to focus on long-term, strategic matters.

Directors and senior executives have a natural tendency to be action orientedaction oriented. Embracing negative capability refers to being able to sit with uncertainty and resist the temptation to react. It involves zooming out and seeing the bigger picture and its implications instead of zooming in.

Here is a detailed article on this issue – Sitting with uncertainty.

The best approach is to set clear expectations and proactively prevent poor behaviours from arising. Cultivating a constructive board culture, driven by a strong tone at the top and consistently reflected in behaviours, is crucial. Aligning these behaviours with the organisation’s values ensures that directors serve as role models for those values.

The next critical step is to address any poor behaviours promptly and effectively. If an issue is isolated, it can often be resolved through a private conversation between the Chair and the relevant director.

However, if preventive measures have not been implemented—which is unfortunately common—a more comprehensive intervention may be needed. Occasionally, a director may justify their poor behaviour under the guise of ensuring rigorous oversight of management. This can complicate matters and often requires a whole board discussion to set clear expectations for how directors should conduct themselves. Ideally, these expectations will align with the organisation’s values. In some cases, seeking external advice or assistance may also be beneficial.

Here is a detailed article for more information – 5 steps to get the most out of your company director effectiveness reviews.

We’ve worked with numerous trustee and responsible entity boards and have often encountered a similar dynamic. In such cases, we typically encourage boards and executive teams to reassess their approach and find ways to add more value to one another.

In our experience, most boards seek deeper involvement in shaping the long-term strategy and direction of the fund. When board members possess the right skills, experience, and authority, their input is highly valued by executive teams, primarily when provided at an early stage of strategy development.

In every case where boards have actively contributed to the strategy development process—typically over a period of around six months—a more robust and thoroughly considered strategy has been produced. Early engagement allows for productive discussions with executives, helping to clarify expectations and gather valuable insights before the strategy process even begins. Incorporating further board input at key stages of development only strengthens the overall outcome.

This collaborative approach not only leads to a more rigorous strategy but also fosters greater buy-in from the board, making them stronger advocates for the organisation’s direction. Additionally, it enhances the board’s ability to oversee the strategy’s execution effectively, ensuring alignment with long-term goals.

The short answer is yes.

Traditionally, new board members were handed a large packet of documents and reports to review on their own. However, this approach is no longer sufficient. While providing relevant documentation is important, a robust induction process goes well beyond that, incorporating key interactions and experiences to ensure the director is fully integrated.

A well-rounded induction should include one or more dedicated meetings with the senior management team and key executives. It is also essential to have a meeting with the Chair, where the importance of fostering a constructive board culture is discussed, and clear behavioural expectations are set. New directors should meet with each Committee Chair to discuss priorities and expectations, and they are often encouraged to attend all committee meetings at least once within their first six months, even if they are not members. This broader exposure adds depth to their induction.

For certain directors, such as those joining the Audit or Risk Committees or those preparing to chair one, meetings with external advisors, including internal or external auditors, may be essential.

In addition, scheduling site visits is highly beneficial, either individually or with the entire board, to provide directors with a comprehensive view of the organisation. Some boards also assign new directors a “buddy” – a more experienced board member – to help accelerate their integration. Finally, refresher sessions with the CEO or other key executives after six or nine months can further reinforce the induction process, ensuring the new director has fully absorbed the company’s operations and culture.

Most board reviews should include a process to determine whether the mix of the skills and experiences on the board is appropriate to meet the current and future strategic needs of the board. A well-structured board survey, with results benchmarked against similar boards, typically facilitates this assessment.

Competencies of individual directors, as opposed to the board as a whole, are often assessed by way of a well-designed Board Skills Matrix Survey. Rigour is added to such a survey if it includes a self and a peer review component. The peer review component helps determine what other directors think of each colleague’s skills and experiences. This assessment will cover the extent to which the skills and expertise are demonstrated and add value in the boardroom. The survey will also provide potential learning and development suggestions for each director.

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