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BOARD REVIEWS

 

We deliver meaningful and actionable board reviews and governance advice to help Boards and C-suites provide the best possible oversight and direction to their companies. 

Our focus is how your board adds value and what, if anything, is getting in the way of maximising its contribution. We enhance board effectiveness by assisting our clients to strengthen their governance and leadership, and to ensure these are aligned to achieving the organisation's purpose in a sustainable way. By continuing to explore and sharpen our understanding of global perspectives and innovative practices, we provide advice that enables governing bodies to be even more valuable, relevant and responsible. 

Our goal is to help you to be the highest performing board you can. Our attention embraces the leadership of the Chairman, the contribution of individual Directors,  the role of senior management, the dynamics among the board and executives, as well as all board processes, structures and activities.  


Our approaches are tailored to individual boards and typically include in-depth confidential interviews supplemented by online surveys. 

Our recommendations are short, focused and actionable. They provide a clear roadmap for the board in its ongoing development and quest for the most appropriate governance for the organisation.

What is a Board Review?

Simply stated, a successful board review is about pausing to taking stock. The goal is to identify practical steps the board can take to ensure that it is as effective as possible, and that it is positioned to add as much value as possible to the organisation.

Reviews will generally have two main goals:

  1. Identify opportunities to improve and make the most of the board’s potential.

  2. Catch nascent issues before they develop into problems.


Why should we do a Board Review?

Actions leading from board review recommendations could improve board culture, board composition, board characteristics or board processes. Apart from wanting to become the best board it can be, a board might conduct a review to:

  • Increase Director and Chair Productivity/Performance;

  • Solve succession issues;

  • Predict and meet future skills requirements;

  • Improve Chair-CEO relationships;

  • Steer strategy sessions;

  • Address board conflicts;

  • Motivate and re-energise the Board;

  • Clarify board/management accountabilities.

  • Optimise information flow and meeting time;

  • Avoid entrenched board behaviour; and

  • Develop goals and structure for new committees


Are there any prerequisites for doing a Board Review?

The only prerequisite is clarity about what the board hopes to achieve from a review. For board reviews to work best they need to be tailored to fit the Board’s purpose.


What happens during a Board Review?

Each board will have different expectations and levels of expertise, so even boards with the same purpose will likely need a slightly different review process, depending on whether they are new to reviews or have previously participated in a formal review process.


A full review with an external facilitator generally includes

  • Initial briefing with the Chair to focus the review

  • Distribution of an online Director survey consistent with ASX and ASIC principles

  • Distribute to Executives a survey that addresses a subset of the areas on which the board will comment

  • Consider insights drawn from the surveys to guide interviews

  • Conduct individual in-depth interviews with all directors and, if appropriate, executives

  • Debrief the Chair on the results of the review

  • Provide report to the board

  • Debrief with the board and, if appropriate, the C-suite


Each of these elements can be expanded or simplified depending on the depth of the review required.


Is it compulsory for Boards to conduct a Board Review?

APRA-regulated entities must have procedures for the annual assessment of individual Director performance and the board’s performance relative to objectives.

Although it is not otherwise mandatory to conduct a board review, to meet the ASX Corporate Governance Council guidelines, organisations must have and disclose a process for the performance evaluation for the board, its committees and directors and disclose whether the evaluation has taken place in accordance with that process.


Many proxy advisors also expect board reviews to occur annually and expect communication on the process and outcomes. Finally, many state and federal government organisations are also expected to conduct regular performance evaluations.


Yet if boards conduct a review for the sake of ticking a box, the exercise has already failed. Only those who conduct their review with real aims will avoid downside and perform better.


Who initiates a Board review?

Normally the Chair will be the initiator; however, it could also be the lead independent Director, or the Chair of the Nomination Committee. The review process might be facilitated by these Directors or the CEO, the Company Secretary, the General Counsel or the General Manager Human Resources.


How often should a Board conduct a Review?

Although boards should constantly be monitoring their performance, formal board reviews are normally held annually.


While it’s advisable for those new to the process to start with a full formal review, those who have already done a full check-up might decide to do a pared back version in some years, or to drill into specific areas highlighted in their prior formal review, for example strategy, renewal, the meeting process, the quality of documentation or personal development for individual Directors and Chair. This will provide more detail on how to best tackle problem areas or better seize opportunities.

How long will a board review generally take?

A comprehensive review with all the steps mentioned above would normally take two to three months. However, if the Board decides to leave out some of the steps or modifies the scope and the audience, the review can be conducted in a shorter time frame. If only an online survey is required, for example in the case of a follow-up review, the review can be completed in a matter of weeks.


Why would a board engage an external consultant to conduct a Review?

Boards who have never conducted a review before benefit from the framework an external facilitator provides. Other boards also benefit from external perspectives as they see issues in a fresh light, are objective, and will not be personally involved in any of the conflicts, relationships or history existing within the board. This eases the flow of feedback and enables recommendations to be made at arm’s length.


Some proxy advisors, such as the Australian Council of Superannuation Investors, recommend that externally-led board evaluations occur periodically. As a rule of thumb, we suggest that an external review be held at least every two to three years to avoid complacency and group think and to optimise opportunities for the board to add value to the organisation.


In some years, a cost-effective option is to engage a consultant for part of the process but not to conduct the entire review. For example, an external provider might assist with the formulation of questionnaires. This will help keep the review aligned with the board purpose and provide direction if the board decides to explore different areas or address the process from a new direction.

Is the aim of Board Reviews to oust underperforming Directors?

Although a board review does provide a platform to air feedback on individual Directors and the Board’s performance as a whole, a Board review is not intended to put individual Directors on trial. It is simply an assessment of how each Director can best contribute to the Board in its current context.


What happens if the Board Review identifies serious issues?

This is where having an external facilitator can ease the way. As an objective observer, they can recommend various options to address issues and initiate a consultation process to come up with the best solution for the board. They can also aid in follow-up to ensure the implementation of any solutions is carried out as swiftly and as free of conflict as possible.