What does a competent, structured Board review look like?
At the core of the process are a set of doubly confidential interviews (i.e., confidential not only to the outside world but also between the people interviewed), not just with all Board members but also with other key people who are dealing with or are affected by the Board, e.g., management, shareholders, and potentially a few close advisors.
This round of interviews is followed by a group discussion in the Board, behind closed doors, and facilitated by the consultants, where on the basis of detailed findings and recommendations by the consultants, concrete improvement measures are discussed and decided by the Board. It is not about finger pointing and blaming past behaviour but about improving the Board’s effectiveness for the future.
This can be complemented by an element of feedback. This can be both individual, meaning a confidential one-on-one meeting with each Board member. And there can be a separate session with the Chairperson that going forward will help the Chair steer and develop the Board’s agenda, priorities, processes – and also, where necessary, its composition.
For the process to be meaningful, we believe that it should be conducted by two senior consultants who have sufficient experience to “know what good looks like”, and who will be trusted by the Board to guarantee the effectiveness and integrity of the process.
If done right, this is a face saving and constructive way to develop and continually improve the effectiveness of the Board, and the impact it can have on the future and the value of the business.
Which is why we regard it as an indispensable element of good governance practices.