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How important is it to incorporate the insights of the company secretary in the assessment of board effectiveness during the benchmarking process?

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.

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The board evaluates its own performance through a structured process that typically includes self-assessments, peer evaluations and sometimes external evaluations. This process helps identify areas where the board is performing well and areas that need improvement. The evaluation may cover various aspects, such as the effectiveness of meetings, the quality of decision-making, the board’s composition and its relationship with management. The results of the evaluation are used to develop action plans to address any identified issues and to enhance the board’s overall effectiveness.

Board training and development are important because they ensure that directors have the knowledge and skills necessary to fulfil their governance responsibilities effectively. Ongoing training helps directors stay informed about governance best practices, industry trends and regulatory changes. It also enhances the board’s ability to make informed decisions and provide effective oversight. Development opportunities, such as workshops, seminars and peer exchanges, can also help build a more cohesive and effective board.

Board evaluations are important because they provide an opportunity to assess the board’s performance, identify areas for improvement and enhance overall effectiveness. Regular evaluations help the board to reflect on its strengths and weaknesses, address any issues that may be hindering its performance and implement changes to improve governance practices. Board evaluations also promote accountability and ensure that the board is functioning in the best interest of the organisation.

The board oversees financial reporting by ensuring that accurate and timely financial statements are prepared in accordance with applicable accounting standards and regulations. The board, often through the audit committee, reviews and approves the financial statements, monitors the organisation’s internal controls and engages with external auditors to ensure the integrity of the financial reporting process. The board also addresses any issues or discrepancies identified during the audit process.

Board independence is significant because it ensures that the board can provide objective oversight and make decisions that are in the best interest of the organisation, free from conflicts of interest. Independent directors bring an unbiased perspective and are less likely to be influenced by management or other stakeholders. This enhances the board’s ability to hold management accountable and make decisions that prioritize the long-term success of the organisation.

In mergers and acquisitions (M&A), the board’s role is to provide oversight and ensure that any transaction is in the best interest of the organisation and its stakeholders. The board is responsible for reviewing and approving the strategic rationale for the transaction, conducting due diligence and evaluating the financial and operational implications. The board also oversees the integration process after the transaction to ensure it delivers the expected benefits.

A board ensures accountability by setting clear expectations for management, establishing performance metrics and regularly reviewing performance against these metrics. The board should also implement policies and procedures that promote transparency and hold individuals accountable for their actions. This includes conducting regular audits, reviews and evaluations, as well as taking corrective action when necessary to address any issues that arise.

A board should conduct effectiveness surveys annually to ensure continuous improvement and to address any issues that may arise in a timely manner. Regular surveys help maintain a focus on governance excellence and allow the board to adapt to changing circumstances and challenges. By conducting surveys annually, the board can monitor progress and ensure that action plans are implemented effectively.

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Nick Barnett

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