By Jennifer Thayer Naylor
A board assessment to rate the performance of your governance responsibilities and review challenges and achievements is an important governance practice. This annual exercise demonstrates your board’s commitment to accountability and improvement, two virtues of high impact, high performing boards. Boards typically will look to corporate counsel or to the chair of the Nominating and Governance Committee to drive timetable and content for the exercise. In many cases, these executives will look outside the organization for a consultant or an external legal group, although some will undertake the process themselves. This post covers broad considerations for developing your board assessment content, and considerations for deciding on a consultant or DIY approach.
The evaluation process delivers important feedback about board dynamics and captures ideas that are vital to directing the Board’s focus. Those goals and objectives will vary widely from board to board and should reflect not only the Board’s particular challenges but also the stage in the lifecycle of the Board. Here’s a few examples of how those stages should influence the composition of the evaluation:
- For a new board of a young organization, the evaluation may focus on core issues of governance, compliance, and growth.
- Major leadership transitions will demand attention to supporting and evaluating the performance of the new team.
- More mature boards will spend more time assessing their performance in essential board duties such as succession planning, financial monitoring, and risk management.
- A company board about to go or recently made public will devote considerable time to transition needs, stakeholder communication and compliance issues.
- Assuming that good governance pillars and practices are in place, the boards of large, publicly-traded companies will want to allocate sufficient time to risk and strategy.
To get the metrics you need, content is important: a robust assessment will hit major governance topics with questions tailored to the board’s maturity, the efficacy of interactions, and the current board calendar. One tactic for kickstarting the question development process is the enumeration and prioritization of five goals for the evaluation. Those goals will help to determine the number of questions in each category. For instance, if one objective is the effectiveness of strategic performance measures, then the question library should favor that topic over questions on board mechanics and operations. The final evaluation should still include questions on these more mundane governance topics but emphasize the priority topics with more questions and deeper probing.
Some boards do conduct their own evaluations using free templates and an internal administrator to design, deploy and tabulate. These free templates tend to address board meeting administration, succession planning and financial controls more than broader oversight issues such as risk management and strategy implementation. Those boards and governance professionals who choose to administer their own board evaluations can do so using various survey platforms, document sharing techniques or online resources; in choosing which tools to use for evaluation administration, find tools that deliver a great user experience alongside anonymity and data security. You want to insure the protection of your respondent’s identity and the security of responses.
Importantly, a larger concern that few governance professionals consider in organizing the annual evaluation is discoverability. If the evaluation is conducted using company or organization resources, then that information could be considered part of the company or organizational record, to which shareholders or stakeholders will then have access in the event of a legal proceeding. Discoverability aside, third-party vendors or consultants have other advantages, such as:
- The assurance of anonymity so that directors feel secure in providing the highest quality responses;
- Broad experience in governance trends gleaned from other boards and board evaluation processes;
- The preservation of board resources for other important governance tasks such as compliance and the intense demands of filings, meetings and shareholder management.
The choice to conduct the evaluation using internal resources or using an independent firm is generally guided by habit, budget and process ownership. In recent years, governance experts and boardroom observers have shifted their support to third-party administered board evaluations reflecting more outspoken enthusiasm for robustness, candor, anonymity. Additionally, the board assessment may uncover some uncomfortable issues around board dynamics and performance lapses. Using a third-party vendor to present the results can offload the discomfort of presenting these issues: the consultant can point to the disconnects in relationships and performance, and suggest tactics for remediation. Further board conversations can focus on solutions and deeper exploration of the difficulties, a conversation that can initiate improvement and focus on increasing those scores.
Good governance proponents now have multiple, researched studies to support their clarion calls for improved governance. Absent a study, just follow Pearson’s Law: “That which is measured improves. That which is measured and reported upon improves exponentially.”