To ensure the board of directors
provides maximum value to shareholders
To identify issues that are
negatively affecting the board's performance
To meet current regulations and
best practice recommendations
What should the evaluation include?
An assessment of the entire
board's performance
An assessment of each
committee's performance
Optional: An assessment
of each director's performance.
Each assessment should be
summarized in a separate report that includes insights and recommendations.
How should the information be collected?
There are several ways:
Self-assessment surveys and
questionnaires
Interviews with board members
Observations (typically used in
long-term assignments)
A combination of these
approaches
Who should collect and analyze the information?
The most appropriate approach
depends on the needs and resources of the organization and its board.
The governance committee or the
organization's human resources executive
The organization's attorney
A specialized consulting
firm
A large consulting or legal
firm
Who should see what?
All board members should receive
a copy of the overall "board performance" report.
Committee reports can be given
to the specific committees, unless the board wants to distribute them more widely.
Individual reports are shared
only with the individual.
What should be done with the results?
Step one: Present the Board
with the findings and recommendations from the evaluation.
Step two: Discuss the results and how they influence goals for the coming
year.
Step three: Instruct the governance committee to create and implement a plan to
address each resulting goal. The governance committee may:
Set objectives and timelines for
board approval and gain commitment from each board member (an essential step)
Address critical issues
Address any low performing
directors or committee chairs
Identify different assumptions
that board members have about the board's operations
Resolve conflicts
Plan board and executive
management succession
Provide feedback of each
committee's performance
Individual reports can shed light
on how a board member's performance is perceived by other board members and provide a
basis for the individual's development.
What about cost?
The cost varies based on the
option you select.
Least expensive: the governance committee or the organization's human resource
leader develops and administers a survey. However, they may lack the time and/or the
expertise necessary to achieve an unbiased evaluation.
Next least expensive: The
assessment is handled by a specialized consulting firm, the organization's outside
attorney, or a combination of the two.
Most expensive option: A
large consulting or legal firm.
Other factors that affect the
price include:
The number of board members
Final product desired
Travel time and expenses
What about legal issues?
Conducting evaluations, as
recommended:
Reflects a board that is
innovative, proactive and interested in looking out for the shareholders' benefit.
Reflects a board that is
strongly interested in discovering and taking action on any potential legal issue.
Demonstrates independence in
board processes and board judgment.