Chapter 12 - Board Evaluation Flashcards
(17 cards)
What is the role of the Company Secretary in board evaluation?
While the Chair is accountable, the CoSec often facilitates internal evaluations and ensures process integrity, anonymity, and feedback clarity.
What three consultant-like behaviours can Company Secretaries adopt in board evaluations?
A: 1. Establish collaborative relationships
2. Solve problems sustainably
3. Address technical and relational dynamics
What key message did Keil and Nicholson (2005) emphasise about board evaluations?
“The process is as important as the content.”
What are the four types of external board evaluation providers?
A: 1. Independent consultancies
2. Search firms
3. Auditors
4. Governing bodies
What guidance did the FRC and IoD give about choosing providers?
Define purpose, check credentials, avoid conflicts of interest, and agree scope and expectations.
What did the Korn Ferry / KPMG 2012 report reveal?
Only 37% of boards regularly review interaction quality. Barriers include cost, scepticism, lack of understanding, and internal sensitivities.
What are the typical objectives of board evaluation?
Leadership tone, role clarity, teamwork, accountability, decision-making, communication, and operational efficiency.
Who should be evaluated in a full process?
The Board as a whole, its Committees, the Chair, and individual directors.
What framework does Leblanc & Lindsay (2012) recommend?
Evaluate role performance, skills/diversity, and personal attributes to assess board dynamics.
What stakeholder groups may contribute to board evaluation?
Not just the board — include senior management, clients, and external stakeholders.
What are four methods used in board evaluation?
Open discussion, questionnaires, benchmarking, and observation.
What should be done with evaluation results?
Share with Chair and Board, include in the Annual Report if needed, use for development and succession planning, not just to “fill gaps.”
What does the FRC say adds value in evaluations?
Future-focused recommendations, clear actions, wider input, peer reviews, interaction observation, and challenges to board composition and diversity.
CoSec as Board Consultant
CSR
Consultant mindset, Solve problems sustainably, Relationships matter
The Current Landscape
FEES
Formal Codes, External providers, Evaluation attitudes, Shareholder pressure
How to Conduct Board Evaluation
8W Framework
Why,
Who (evaluates),
Who (is evaluated),
What,
Which tools,
Who facilitates,
What next,
Wider value
Best Practice Evaluation
RARE VISION Recommendations, Actions & review,
Reach out,
External benchmarks,
Peer reViews,
Interaction,
Stakeholder input,
Info quality,
Objectivity,
New composition challenges
