Part 6: Obtaining The Views of Board members & Others

One of the main benefits of an independent evaluation is that it enables board members to share their views about how the board’s effectiveness could be improved. They may feel uncomfortable discussing directly with other board members.  

More generally, well-structured questionnaires and interviews can help to identify areas of agreement on the board’s strengths and weaknesses and areas of disagreement that suggest the board should discuss the issue further. 

To achieve these benefits, board members must have adequate opportunity to comment on the different factors affecting the board’s performance and be assured that their comments will remain confidential. 

Questionnaire design 

The first phase of most independent evaluations will involve a questionnaire to be completed by all board members. The results will enable the reviewer to identify areas of agreement on the board’s relative strengths and weaknesses and any differences of opinion among board members.  

The reviewer and the company should agree on the broad scope of the questionnaire and specific questions. These would typically cover the issues identified in our guidance note on defining the objectives and scope of the evaluation. 

While including some standard questions can enable the review to include an element of peer review in their report to the board, the questionnaire should also cover issues specific to the company if needed. A tailored approach is more time-efficient and more likely to address the key issues. 

Interviews 

Recommended good practice is that independent reviewers should also interview board members, as questionnaires are unlikely to provide a complete understanding of the dynamics in the boardroom. Interviews also provide an opportunity to get more in-depth insights into issues identified in the questionnaire. 

Independent reviewers may also suggest interviewing selected individuals who regularly interact with the board. In our experience, this can provide a valuable additional perspective on how the board operates and how it interacts with other parts of the company’s governance structure. Consideration should be given to interviewing some or all of the: 

• Any committee members who are not also board members; 

• Members of the senior management team who have regular dealings with the board or board committees. The CEO should always be interviewed, whether they are a member of the board or not; 

• The company secretary or whoever provides board support, particularly on operational aspects of the board’s performance; 

• Depending on the evaluation objectives and the company’s circumstances, other internal or external stakeholders (for example, representatives of the group if the company is a subsidiary of the controlling shareholder if there is one) are also involved.  

 Confidentiality  

Confidentiality will be essential if board members and others are willing to express their views frankly. It also extends to how the review findings are presented internally and externally. Key points to note are: 

• Before starting the evaluation, the reviewer should be asked to sign a confidentiality agreement for and after the engagement. This should cover all aspects of the engagement, including questionnaires, interviews, and any documents shared with the reviewer that are not in the public domain; 

• When sending questionnaires and starting, interviewers should explain who will have access to the outcomes and how they will be safeguarded; 

• The reviewer’s report should present findings in an anonymized manner so that any quotes or comments cannot easily be attributed to a specific individual; 

• Particular sensitivity is needed when board members’ individual performance is being reviewed. Feedback should be given to each board member in person, usually by the board chair, and comments on individual performance should not be included in the report that goes to the entire board; 

• If the information being shared might be subject to regulatory requirements, such as the General Data Protection Regulation (GDPR), the process should be compliant with those requirements.   

 QUESTIONS THE BOARD SHOULD CONSIDER 

1. Do the proposed questionnaires and interview templates address any significant issues the board has identified? 

2. Who else, besides the board members, should be invited to provide feedback to the reviewer? 

3. Who will have access to the detailed findings, and has that been communicated clearly to board members and other participants? 

4. Has the reviewer demonstrated how they will ensure data remains confidential and safe? 

5. Is the proposed process compliant with regulatory requirements? 

READ MORE IN OUR SERIES ON BOARD EVALUATIONS HERE.