Confused about what to include in your board evaluation? Review or download our checklist for your board evaluation below, to be sure you don’t forget any important angles, and use our tips to start your own checklist.
Your overall goal should be to create a foundation for an open discussion of how to continuously improve the work of your board. You also want to evaluate whether the board has the right composition and create a basis for discussion about planning for new talent.
Some of the areas you need to consider include:
You need to plan ahead, at an early stage tackling issues like these
☐ Agree on the importance of an annual evaluation, as a basis for continuous improvement
☐ Establish who is responsible for the execution (Company Secretary? General Counsel?).
☐ Agree who will participate in the evaluation, and whether to evaluate individual members.
☐ Agree that all responses will be anonymized, for more open honest discussion of issues.
☐ Agree timing, format and partner for assisting you with the annual self-evaluation (can be as simple as executing a proven, professional online survey, with answers collected and reported by an external expert, to help ensure swift results and 100% anonymity).
☐ Choose a partner for your more in-depth third-party evaluation every 3rd year (these normally include a tailor-made mix of methods with online survey, interviews of board members, personal work-style tests and more, depending on your needs).
You should consider including these topics and more, depending on issues your board is facing
☐ The board’s composition, with focus on competences, diversity, and number of members
☐ The board’s overall contribution and results
☐ Level of cooperation within the board and between the board and executive team
☐ Quality of the chairperson’s leadership of the board
☐ The committee structure (right committees?) and the quality of the work in the committees
☐ The organization of the board’s work and the quality of the material that is submitted to the board
☐ Board members’ level of preparation for and active participation in the meetings
☐ Individual members’ contribution and results (could be carried out as an anonymous online peer assessment. These evaluations should be followed up with an annual interview between the chairman and each individual member).
After the evaluation, you should
☐ Discuss the results with the full board of directors. Agree a concrete action plan and timing. Consider getting help from an external expert to lead the discussion if your board is not fully skilled in holding open discussions.
☐ The vice-chair or another board member should, on behalf of the board, provide feedback to the chair regarding quality of fulfillment of his/her role.
☐ The chair should discuss the evaluation with the executive team.
☐ Reflect on the need for changes to the structure or composition of the board or executive team, based on the competences needed for developing the company. Based on this analysis, the board should set requirements for future board member and executive team competences, knowledge and diversity dimensions.
☐ Agree any changes needed to improve diversity on the board – key competences which might be missing, a wider span of age, gender, nationalities or types of work styles…
☐ Don’t forget to describe the evaluation procedure and the general conclusions in the management report, on the company’s website and at the general assembly. The chairman should account for the evaluation, including the process and general conclusions, at the general assembly prior to the election of the board of directors.
☐ Consider that the evaluation procedure should at a minimum describe how the board evaluation is anchored within the full board, the evaluation’s frequency and scope, how the board will report the evaluation, as well as to what extent the board is or is not involving external assistance
Read our checklist or download here: