Board Evaluations

An external, formal and comprehensive Board Evaluation should be conducted every 2 years. This is in line with Principle 9 of King IV, which recommends that a formal process. Either externally facilitated or not in accordance with methodology approved by the governing body, be followed for evaluating the performance of the governing body, its committees, its Chair and its individual members at least every 2 years.

‘Board evaluations can be a valuable experience when boards use the right tools, including the use of experienced, independent facilitators as necessary, and apply the results toward a process that improves the board’s effectiveness.’

What Is the Board Evaluation Process? – July 10th, 2018, Nicholas J. Price, Diligent Insights.

 

‘Boards continually need to monitor and improve their performance. This can be achieved through evaluation, which provides a powerful and valuable feedback mechanism for improving effectiveness, maximising strengths and highlighting areas for further development. The evaluation process should be objective and rigorous.’

Guidance on Board Effectiveness – Financial Reporting Council, July 2018.

 

‘The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness.’

Principle 9 – King IV Report on Corporate Governance, November 2016

 

A properly conducted board evaluation can contribute significantly to performance improvements on three levels – the organization, board and individual director level. Boards who commit to a regular evaluation process find benefits across these levels in terms of improved leadership, organizational culture, greater clarity of roles and responsibilities, improved teamwork, greater accountability, better decision-making, improved communication, board composition and more efficient board operations.

‘Reviewing  Your Board – A guide to board and director evaluation’. – AICD

Our Tailored Evaluation tool is not limited but could include the following sections;

  • Board Composition and Performance
  • Board Strategy and Risk Management
  • Board Meetings
  • Information Technology Governance & Management
  • Board Committees
  • Director Self and Peer Evaluation
  • Independence Reviews
  • Key Individuals (Chair, CEO, Company Secretary)
  • Conflict of interests and capacity of directors
  • Directors continuous Development
  • 360 Degree feedback by managers
  • Open Ended Questions

Frequency of Board Evaluations

Institution/Source:

The U.K. Corporate Governance Code

 

Frequency:

Annual

 

Recommendations

(1) The Board should undertake a formal and rigorous annual evaluation of its own performance and that of its Committees and individual directors.

(2) Evaluation of the Board of FTSE 350 companies should be externally facilitated at least every three years (on a comply-or-explain basis).

Institution/Source:

Company’s Act of Uganda (2012) – Section 8

Table F, September 2012

 

Frequency:

Annual

 

Recommendations

The Board through the nomination committee or other board committee shall regularly, through self-evaluation by all directors, review the board effectiveness and its composition by; 1) Mix of skills, 2) Experience, 3) Demographics, and 4) Diversity  

The evaluation shall be done at least once a year.

 

Institution/Source:

Principle 9, King IV

Report on Corporate Governance for South Africa, 2016

 

Frequency:

Regularly

 

Recommendations

The governing body should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness

Institution/Source:

U.S. National Association of Corporate Directors (NACD)

 

Frequency:

Regularly

 

Recommendations

The Governance Committee is responsible for ensuring that a process exists for the Board to routinely assess its own performance and the performance of its Committees, as well as for each director to perform a self-assessment.

Institution/Source:

OECD

 

Frequency:

Annual

 

Recommendations

Board of listed companies should undergo annual internal evaluations covering both the competencies and performance of their members as well as the Board’s functioning as a whole.