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How to Conduct a Director Board Review

It is crucial that the board conducts an effective director review. The process should not only be transparent and prompt, but it should assist the board to understand what its strengths and weaknesses are so that it can improve its performance and consequently, the performance of the company.

Assessing the performance of directors individually isn’t always easy. A director’s contribution to the board can significantly affect others, particularly when the Chair is involved and it’s difficult to gauge the performance of a particular board to other boards. Differences in strategy, lifecycles for companies and director refreshment policies make comparisons difficult.

A director board review can take various forms and the manner that a review is conducted will impact how candid the feedback will be. Some reviews are informal, such as asking other directors to share their views, while others are structured, with interviews with fellow directors, SIDs, CEOs, committee chairs, and the Company Secretary. The review may include observations made by a chairman during board meetings, including the level of inclusion and information sharing, as well as the discussion sharing.

It is often beneficial to use an experienced external facilitator to conduct these reviews. Their neutrality can bring an extra level of rigor and impartiality to this process. The key is to begin the process by defining the objectives for the review and defining its scope. Once that’s accomplished the next step is to develop a plan for how to evaluate the board and gain insight from stakeholders. This could mean the distribution of questionnaires, interviews, document review and/or using board management software.

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