Part 4: Planning an Independent Board Evaluation

Once a decision has been made to appoint an independent board reviewer, the timing of the evaluation will need to be considered.  

Start and end dates 

Some companies may have a deadline by which the evaluation needs to be completed and decisions on follow-up actions agreed by the board. There are various reasons why this might be the case, the most common of which are: 

• Timing of the evaluation to align with the annual board nomination process. This is particularly important when some board members are approaching the end of their term. The board can use the evaluation to help identify whether to take the opportunity to change its composition, for example, to bring on missing skills or increase diversity. 

• If the company must report publicly on the board evaluation in its annual report or privately to regulators. Many national corporate governance codes recommend that listed companies undertake and report on evaluations, while in some markets, financial institutions must share the results of their regulations with the regulator; 

Separately, there may also be reasons why the company wants to start the evaluation at a specific point—for example, after a new Chair has been appointed to help assess the strengths and weaknesses of the board that they have inherited or following a significant change in corporate structure (such as a merger) or company strategy. 

Methodology    

The other main factor that will influence the timing of the evaluation is the methodology used by the reviewer. The more comprehensive the review process, the longer it will take and the more time the company will need to allow. 

Once a reviewer has been appointed, there should be a meeting with those responsible for overseeing the evaluation within the company (see next section) to agree on a detailed project plan, including completion dates for each stage. Depending on the methodology, these might include dates for: 

• An initial presentation by the reviewer to the board to ensure all board members are content with the process; 

• Issuing and responding to questionnaires; 

• Interviews with board members and others as appropriate; 

• Board and committee meetings which the reviewer will attend as an observer; 

• Presentation of the draft findings and recommendations to the chair of the board and/or nomination committee; 

• Presentation of the final report to the board for its consideration. 

Deliverables 

The deliverables the reviewer is expected to provide will usually have been set out in the project specification for appointing the reviewer. These should be confirmed at the initial meeting to ensure no misunderstanding and any potential sensitivities and timing considerations discussed.  

As with timing, the exact deliverables will depend  on the scope of the review determined by the board and the methodology used by the reviewer, but typically, they might include the following: 

• A detailed report containing the results of the questionnaire and interviews and any other assessment the reviewer has undertaken (for example, the quality of the papers received by the board); 

• A presentation to the board highlighting strengths and areas for improvement; 

• A comparison of the board’s composition with the desired board profile; 

• A report to the chair on individual board members’ performance;  

• An action plan for addressing the issues identified by the evaluation (if requested, this would generally be delivered after the board has discussed the findings). 

Questions the board should consider 

1. Are there any considerations that require the evaluation to be completed and follow-up actions agreed upon by the board by a specific date? 

2. How much time must be allowed to complete the evaluation and agree to any follow-up actions?  

3. Will the methodology proposed by the reviewer provide all the information and insights the board requires? Are any changes or additions needed?  

4. What are the expected deliverables? 

READ MORE IN OUR SERIES ON BOARD EVALUATIONS HERE.