There are eight things you need to consider when commissioning an external board review:

1. Timing of the review

When deciding on the time of the review, don’t just be tempted to commission your external review for the last quarter of the year, to get it done just in time to say you’ve done it in your annual report.  Unlike much else on the corporate calendar, you have some flexibility so consider getting it done when you have a bit more time for the board to consider the findings more fully.

2. Interviews or questionnaires?

An interview-based approach will generate greater value.  It allows a skilled interviewer to listen, probe and follow up.  Allow sufficient time to work round busy diaries and you’ll get an insightful review.  Questionnaires serve a purpose – they allow a more quantitative analysis and more ‘hard’ data – but they don’t give the reviewer the time or opportunity to draw out real insights.

3. Meeting observation

Meeting observation can generate a real understanding into how boards and their committees work.  It gives particular insight into board dynamics and the contribution of those round the table.   However, not all boards are comfortable with this and it is possible to undertake a board review without meeting observation.

4. Who should be involved?

At a minimum, the views of all board members and the company secretary should be obtained, but a wider range of views can be very helpful.  For example, non-board management or external advisers might deliver a different perspective of the board’s effectiveness – they’ll provide a more detached view of what it’s like to work with the board and to support it.

5. Assessing committees

When undertaking your board review, you could include some or all the committees, or the review could just focus on the board.  You could vary the amount of detail involved, keeping the review at a higher level, and focus on the link between each committee and the board and the links with the other committees.  

6. Individual director performance

The UK Corporate Governance Code says the effectiveness of boards, committees and individual directors should be assessed annually.  So, should your external reviewer undertake the assessment of individual directors?  Although this can be done, you may get a better assessment of the board and its committees if this is kept separate from an assessment of individual director performance, leaving the assessment of individual director performance to the Chairman. 

7. Areas of focus

After a while, board reviews can feel the same.  Although it is important to ensure that all key drivers of board effectiveness are covered, it could be helpful to give a specific area greater focus in a particular review.  (This, for example, could be on board dynamics and skills, or how the board oversees risk.)  If there is a specific issue that the board has recently tackled which could have gone better, a deep dive lessons-learnt review could be just the thing. 

8. Planning ahead

Take a longer-term view and think through how your reviews will be done over a three-year cycle.  This might mean you can focus on different areas in each year, or adopt a lighter-touch approach in the year after a more detailed review.  In fact, it may even be helpful to invite your external reviewer back to check on progress a year later.  Planning ahead will mean you get the most from the exercise.

We'd be pleased to work with you to scope a review that works best for you.