A board review that changes how the board works

Completing a board review is relatively easy to recognise. Interviews have taken place, a report has been discussed and recommendations have been accepted. Whether the board works better afterwards takes more effort to establish.

A useful review gives directors a more accurate view of their work and leads to specific changes. Its value becomes visible in later meetings, in the quality of decisions and in how the board follows matters through.

Begin with work the board has actually done

Look back at a few significant decisions. Examine what information was available, how alternatives were discussed and what happened after approval. Include a decision that proved difficult or needed to be revisited.

This gives the review something concrete to examine. A broad statement that discussion is constructive may sit uneasily beside a decision where a concern was raised too late to influence the outcome.

Ask directors and relevant executives for their perspectives. Differences in their accounts can reveal an issue worth exploring without establishing that either side has the whole picture.

Make candid feedback possible

Agree the scope, process and handling of feedback before collecting it. People need to understand what will be attributed, what will be summarised and how sensitive matters will be addressed.

A survey can help identify patterns. Interviews and observation may be needed to understand why those patterns exist. Where the chair's conduct or a difficult relationship is part of the concern, consider how an appropriate independent person can provide a credible process.

The review should recognise strengths as well as weaknesses. Preserve practices that help the board work well rather than changing them simply because a review has taken place.

Translate broad findings into specific changes

“Improve strategic discussion” leaves directors with little to implement. A more useful action might reserve time for a major strategic choice, require alternatives in the supporting paper and move routine updates elsewhere.

For each agreed change, identify who will act, when it should happen and what improvement is expected. Keep the list manageable. A long set of recommendations can compete for attention without resolving the central problems.

Where findings concern skills, succession or individual contribution, address them through the appropriate process. An agenda adjustment will not resolve every issue.

Return to the evidence

Review progress after several meetings, while the original findings are still familiar. Establish whether the actions happened and whether they helped.

A paper can arrive earlier without becoming easier to assess. More discussion time can be allocated without producing a better examination of the choices. Seek feedback from directors and management on the effect of the changes, not just their completion.

At the next review, begin with the previous findings and the evidence of progress. This allows the board to see which problems it has resolved and which require a different response.

Further reading: FRC Corporate Governance Code Guidance, including its discussion of board performance reviews and follow-up.