How to Conduct a Director Board Review

When the board conducts a director review it is important to conduct it properly. The process should not only be transparent and timely but it should help the board to understand what its strengths and weaknesses are in order that it can improve its performance, and, consequently, that of the company.

Analyzing the performance of individual directors isn’t always easy. The chair’s role on the board has a significant impact on other directors. It’s also challenging to compare boards because of variations in strategy as well as company cycles and director refreshment policies.

A director board review could take many forms and the way the review is conducted will affect how honest the feedback will be. Some reviews are more informal – simply announcing the views of other directors – while others are more structured including interviews with other directors and the SID or CEO, as well as committee chairs and the Company Secretary. The report may also include observations made by the Chairman at board meetings, which examine things like the level of participation as well as information sharing and the sharing of discussions.

It is usually beneficial to use an experienced external facilitator to conduct these reviews. Their neutrality can add an extra level of rigor and impartiality to the process. The key is to begin the process by setting the objectives for the review and defining the scope. The next step is to design an outline of how to evaluate the board, and gather information from people who are involved. This could include the distribution of questionnaires, interviews, document review and/or utilizing board meeting management software.