Part 5: Overseeing & Supporting The Board Evaluation

Overseeing & Supporting The Board Evaluation

Before beginning the evaluation, the company should be clear about which individuals will be responsible for overseeing and supporting the process to ensure that it achieves its objectives. 

The oversight role involves:  

• setting the expectations of the reviewer;  

• advising the reviewer of any issues or sensitivities of which they should be aware;  

• agreeing on the level of access the reviewer should have to management, staff, and company documents; 

• Review the draft report from the reviewer and decide how it should be shared with the entire board.  

The same person is usually also responsible for providing feedback to individual board members on their performance when this has been assessed as part of the evaluation process. 

The Role of the Board Chair 

The board chair will most commonly oversee and give individual board members feedback. Still, in some circumstances, it might be more suitable for another individual, such as the senior independent director or chair of the nomination committee, to do so. Examples of where this might be appropriate may include: 

• Where the chair combines their role with that of CEO or another executive function; 

• Where the chair represents a controlling shareholder;  

• Where the chair is due to stand down at the next AGM, and the evaluation will be used to inform decisions on their successor; 

• The national law or corporate governance code specifies that this is the responsibility of the nomination committee or equivalent.  

The Role of the Company Secretary

The company secretariat will generally carry out the support role or whichever function supports the board and committees. This person will be the first point of contact for the reviewer and will be responsible for ensuring that the project plan is being adhered to and for providing the reviewer with the access they require. Depending on the methodology used by the reviewer and the agreed division of labor, this might include the following: 

• Providing company documents; 

• Coordinating and collating questionnaires; 

• Coordinating interviews with board members and others; 

• Arranging for the reviewer to observe board and committee meetings; 

• Arranging the presentations to the chair and board.

QUESTIONS THE BOARD SHOULD CONSIDER 

• Is there a good reason why the board chair should not oversee the evaluation on behalf of the board? If so, who is the most appropriate person to do so? 

• Has a lead contact for the reviewer been identified? 

• Have arrangements been made to ensure the reviewer receives adequate support and access in the evaluation?

READ MORE FROM OUR BOARD EVALUATION SERIES HERE.