Boards are the ‘guiding mind’ of the body corporate. They provide the thoughtful oversight, inspiring vision, and human connection that companies need to function effectively over the long term.
In practice, it can be hard to pin down exactly what directors do to help the company, especially when different directors do different things at different times, and it is only the sum of all their efforts that generates the success of the board. To add to the complexity, every board is unique, some are more operational, others more mentoring, strategic, advisory, or strongly entrenched in their independent oversight role.
To help chairs and company secretaries who want to get the best performance out of every director on their boards (and also to help directors who want to improve their own contributions and those of their colleagues by using their influence around the boardroom table), we have put together this checklist of questions that will assist in conceptualising the issues, identifying the performance blocks, and remedying the situation.
The questions below provide comprehensive coverage across:
- Leveraging Expertise and experience/setting expectations
- Moving from goodwill to motivation
- Engaging papers and agendas
- Encouraging meeting contributions
- Activity between board meetings
- Upskilling and enhancing directors
- Providing feedback on performance
The questions are designed to start you thinking about issues that you may encounter. Your answers are not necessarily good or bad; they should reflect the current and desired state of your board and its role in your company.
Trust yourself to recognise the most important questions to help you maximise progress with your board and directors.
At the end of the checklist, we have listed some references that you may wish to investigate for additional reading on the topic. We have also included some suggestions for putting into action the ideas that result from considering the checklist.
Leveraging expertise and experience/setting expectations
1. Even the most highly skilled and experienced director will struggle to add value if he or she is unclear about the precise role the board wants them to play. Has your board set out clear written expectations for each director? Are these in a board charter, your constitution, and/or letters of appointment for each director? Can you find them easily if you want to refer to them?
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2. Do the directors know what their general role and contribution is? Do they also know what is their expected unique personal role and specific strategic contribution?
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3. Do your directors have the right skills to make a contribution to the health and effectiveness of the board?
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4. Have you considered board training or director mentoring to improve the directors you have?
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5. It is hard to entice good directors to join or stay if they will be expected to serve with others who do not make a full contribution. Does your board set and maintain good standards of behaviour and contribution from all directors? How does your board respond to underperforming directors?
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Moving from goodwill to motivation
6. Do all of your directors understand and want to deliver the organisation’s strategy or mission? Do any directors have reservations about aspects of the strategy? Have you ensured you understand their reasoning and feeling?
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7. Do all of your directors understand and respect the value of the contribution of each of their colleagues? What do you do to ensure that directors feel appreciated?
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8. Why did each of your directors join this board instead of another board of a similar company? Have their expectations been met?
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9. Where do your directors want to go after they have finished their term on this board? How will putting in a full contribution on your board help them to achieve that aim?
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10. Do your directors have any ties to any of your key stakeholders? How will putting in a full contribution on your board help their standing with those stakeholders? How will it help those stakeholders? How will stakeholders know if a director has done an excellent job whilst on the board? What can the board do to facilitate that message?
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11. Are your directors motivated by social connection? What relationships can be created or furthered by good performance of the directors’ duties? How can you help your colleagues to network effectively?
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12. What practices does your board have that are no longer productive or energising? How can you change those practices?
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13. What practices have your directors seen on other boards that might add value to this board? How can you trial and/or implement those practices?
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14. What has your board done in the past that was valuable and/or energising but that you stopped doing? How can you reinstate those practices?
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Engaging papers and agendas
15. Is it clear how each meeting agenda and each board paper contributes to the board’s governance and the achievement of the strategic aims?
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16. Are your agendas ‘action-oriented’ or are they turgid and full of backward-looking historical data? What can you do to make your agendas more strategic and forward-looking?
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17. Do your agendas have the right amount of content for this board to cover within the time allocated for the meeting? Are they too short or too long? Do you need to change the agendas or the timing of the meetings?
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18. Are the board papers well-written, clear, and brief? Do they provide a good balance of decision papers to noting and information papers?
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19. Are papers delivered in a format that directors find convenient to use and to access for later reference if needed?
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20. Do the papers encourage directors to make their own independent information gathering and bring fresh external perspectives to the board’s decisions?
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Encouraging meeting contributions
21. Is the meeting well chaired so that it runs to time and all items on the agenda receive the consideration and time that they deserve?
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22. Does the chair use a variety of techniques to encourage and acknowledge directors’ contributions? (e.g. round the table invitations to contribute, positive and negative aspect comments, etc.)
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23. Do your board colleagues listen attentively, acknowledge, and reference each other’s contributions?
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24. Do any directors over or under contribute? What does the chair do to discourage this behaviour? What can you do to help?
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25. Do management team members engage respectfully with the board? Can they answer questions without becoming defensive?
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26. Do any directors behave aggressively or inattentively when management are presenting? What does the chair do to curtail this behaviour? What does the chair do to prevent recurrence of this behaviour? How can you help?
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27. Do you make appropriate use of a consent agenda? When papers are for noting, are they noted or do management read them for you? Are you training your board not to read their papers?
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28. When directors bring the results of their own independent inquiries to the meetings are these contributions welcomed and used?
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29. How does your board accommodate the different conversation styles and preferences of the directors? Do introverts, for example, feel that they are given time to consider and make their contributions? Do extroverts manage their contributions so as not to ‘verbally jostle’ their peers?
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Activity between board meetings
30. Do directors interact with each other and with the company between meetings? Do they want to? What might they do that would inspire them and add value?
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31. Do directors receive circular resolutions or ‘decisions without meeting’ on a regular or frequent basis? What can you do to reduce the occurrence of these events?
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32. Do management call on individual directors as volunteers or ‘friendly advisors’ between meetings? Is this welcomed by the individuals concerned or is it an imposition?
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33. Do directors make contact with executives between meetings? Are those contacts welcomed and useful? How does the whole board remain appraised of the content of these interactions?
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34. Do directors leave meetings with tasks or investigations to undertake before the next meeting? Is that a welcome ‘labour of love’ or is it an imposition?
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Upskilling and enhancing directors
35. Are your directors motivated by education? What can they learn ‘on the job’ and what relevant education can your board provide for them if they reach certain levels of performance?
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36. What activities does your organisation undertake that directors would be interested to participate in? What workplaces might they like to visit?
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37. Which members of staff have skills that the board might enjoy learning more about?
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38. How can you help your directors to showcase the skills they have gained with your company and over their lifetimes? To whom would those skills be important?
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Providing feedback on performance
39. Does your board set aside time at the end of every meeting to review the meeting performance?
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40. Does your Chair regularly set aside time to talk with each director about their performance on the board? Are these conversations followed by actions that are monitored to improve performance?
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41. Do directors talk openly about what helps them to perform at their best and how they can each help the board to perform?
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42. Is poor performance acted upon immediately, or soon after, it happens?
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43. Does the charter or letter of appointment specify the minimum commitment of time and standards of behaviour that are expected from directors?
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Additional content heading
Read the questions and note which ones you can confidently answer. Make a record of any actions that you wish to take to help answer any questions that you were not confident about.
There are no right or wrong answers to these questions. However, there are some that will make you think and that may merit either a quiet discussion with your chair or raising in an in-camera session.
If you reach the conclusion that the issue is not with getting the best performance from your directors, see the checklists on recruiting directors and managing a diverse skills-based board.
Additional reading and reference sources
Dilemmas, Dilemmas, Practical Case Studies for Company Directors, J Garland McLellan, Great Governance Press, 2016 The Great Chair, Brian Hayward, Friesen Press, 2020