In some cases a board will run a RFP process in order to purchase a board review or evaluation. This can be a great process to understand the alternatives available, but it needs to be structured carefully.
As discussed below, for an RFP process to generate high quality proposals, it will need to share substantial information about the board and current issues. Sharing this information will enable the provider to build a better picture of the current state of the board and areas that should receive focus through a process. As board review processes can vary substantially in terms of areas of focus, depth and time commitment, this will enable a provider to design a service offer specific for your board.
As part of this process, a great RFP will also enable an experienced provider to establish a high level set of hypothesis that it would make sense to investigate, based on their work with similar boards. Critically, the board can then use the hypotheses generated as a filter for the capability and experience of the provider.
Because of the confidential nature of information about the performance of the board, any RFP process should be conducted under NDA, involving only trusted potential providers.
In an RFP document the board should provide detail on the following questions:
1. What the chair is looking to achieve through the review process?
A great board review generally starts with hypothesis from the chair around how the board may be able to work better. Whilst every review will cover a range of general areas, any upfront hypotheses from the chair can help to shape the scope of proposals to ensure appropriate tools and expertise is used to deliver resolution on these focus areas.
2. What is the level of experience of the board and chair?
It’s important for the provider to understand the experience and tenure of directors and the chair. A quick bio or link to directors’ background is typically sufficient.
3. When was the most recent board review conducted, and what were the key findings from this process?
Importantly it’s also important for the provider to understand the progress that’s been made since this last review. These issues are important to understand as they will allow a high quality provider to provide you with more refined hypotheses for investigation. As discussed below, the quality of these hypotheses should substantially influence your decision making.
4. How comprehensive should the review be?
Board reviews vary substantially in focus, depth and time commitment. Some of these factors depend on the scale of organisation and maturity of the board, but they are also driven by what the chair wants the process to achieve. At the extremes, is this a quick check-in, or a comprehensive review of the entire governance system? This may also be stated as an expected time commitment/investment on behalf of board members.
5. Which parts of the governance system that are in and out of scope?
Board reviews are generally not intended to be full reviews of the entire organisation governance system. A comprehensive end-to-end governance review can take months of full-time work and cost many hundreds of thousands to millions of dollars. Working back from this, has the board or chair defined which parts of the governance system should be considered in and out of scope?
6. What is the composition and stability of the board and management team?
If there have been substantial changes to the board or management composition, it’s important that the prospective provider understands these as they will shape the hypotheses that should be emphasised consideration.
7. Which members of management regularly interact with the board?
In almost all cases a quality review process should include all management who regularly interact with the board. Depending on the delivery mechanism, this can change the size and overall time commitment of the review process.
8. Who are the key stakeholders of the board and/or organisation?
Are there any key external stakeholders (such as government or major shareholders) who the review may need to be made available to? Do they have key focus areas that need to be addressed in the review?
9. Are there any key regulatory or compliance requirements for the board?
Does this board have specific statutory requirements, regulatory requirements or undertakings that need to be assessed against?
10. What are the board’s expectations around when the review will be delivered?
If the organisation has timing expectations for when a review needs to be delivered, or how long it should take. Different processes have different time commitments, and not all alternatives may be available to you based on timing requirements.
As part of the proposal, we suggest asking potential providers to answer the following questions:
11. How should the board be reviewed (collective vs individual)?
Board review processes can vary substantially in terms of content, focus areas, tools, methodology, timing and complexity. At the highest level, a review can generally be broken down into the following potential components that review either collective or individual capability and performance:
- Collective review of board performance (most common)
- Skills assessment of directors and capability of the board (common)
- Review of individual director performance (increasingly common)
- Psychometric assessment of directors and approach (less common)
All of these approaches have trade-offs, and a provider should be able to identify these based on the information provided in the RFP.
12. What is the provider’s primary delivery mechanism, and what are the strengths and weaknesses of this approach for this client?
Most board reviews or evaluations are delivered by some combination of online diagnostics and face-to-face interviews. Again, each of these approaches has pros and cons, which will vary depending on the experience and expertise of the individuals involved and the circumstances of the board. The provider should be able to overview these trade-offs for this board in light of the information provided in the RFP.
13. What topic areas should be in scope / out of scope for this specific review?
Based on the information provided, the provider should be able to make sensible recommendations around areas that should be considered in and out of scope for this specific review. For example, we suggest that most reviews should cover the following 12 areas at some level of depth:
- Board composition and renewal
- Board culture
- Chair leadership
- Board management interface
- Board processes and papers
- Talent, succession and remuneration
- Monitoring performance
- Risk management
- Stakeholder management
However, the trade-offs here are clear – more areas in scope requires either a more comprehensive review program or these areas to be treated at a more superficial level. It is not possible to review all board committees in full depth if the board wants a short, light touch process. The provider should be explicit around the trade-offs in their approach and why it makes sense to include each area at their recommended level of depth (whilst still delivering an overall review in line with the time and cost expectations of the organisation).
14. Based on the experience of the provider, and the context provided by the organisation, what are the key hypothesis that the provider would look to test?
This is perhaps the most important question that a board can ask a potential board review provider. When answered it generates rich data about both potential areas for exploration, and also the expertise and capability of the organisation responding.
A strong answer will speak in specifics based on the information provided in the RFP about hypotheses that should be tested (and why). It will talk probabilistically around issues based on the experience of the provider in similar circumstances. It will not stray to generalities or boilerplate. It is important to note that high quality answers to this question depend on high quality information provided through your RFP.
15. How does the provider define and measure a successful review process?
A successful review process can be interpreted in different ways by different stakeholders. For example:
- Does a successful review mean the chair is happy?
- Does it mean all possible issues have been identified?
- Does it mean the board gets a great looking report?
- Does it mean the process ran smoothly?
- Does it mean that the board takes actions and meaningfully improves performance?
Different providers have different success measures, and it’s important that these are shared with the board upfront as they can dramatically change the shape of the review and expected outcomes.
16. Who does the provider treat as their primary client in delivery of a review process?
A critical question that is not often asked is who the provider treats as their primary client in the delivery of a board review process. For different providers this may be the chair, the board, shareholders or a regulator. Whilst many providers will answer “all of the above”, there can only ever be one primary client, and this will shape the form of the review (whether stated or not).
17. What are ways that this board review process might fail?
A good provider will deeply understand the complexities of working with boards and review processes. Based on the information provided in the RFP, a good provider will be able to identify a set of potential points of failure, based on their work in similar situations with similar boards. They will understand how the key points of potential failure can be mitigated through good process design. In contrast, a mediocre provider will talk in generalities without expressing the clear risks that exist for this board .
18. What are the other services that the provider offers to boards and organisations?
There is a track record of some providers undercharging board review processes in order to build a relationship with the board or upsell the organisations on other services. These reviews are dangerous for the board, as they’re unlikely to present a true picture of the areas requiring improvement (skewing either to the areas of potential upsale or generally to the positive).
Whilst a board can’t specifically isolate this risk during the RFP process, they can understand the other lines of business that a provider offers to better understand if proposal pricing is reasonable.
19. How will the provider will ensure ownership by the board?
A high quality provider will have a range of strategies and techniques to ensure the board have ownership over the process and results. An effective provider understands that while they can provide support and advice, the board (and chair) must own their performance and development, and will have a plan to ensure this takes place.
Counter-intuitively, this may at times mean that the provider takes a back seat in the process. In contrast, a mediocre consultant will focus on delivering an impressive report and/or presentation, without ever effectively transferring ownership to the chair and board.
20. How much logistical support will be delivered by the provider, and what is expected of the organisation?
In entering into a process it’s important that the board understand how much logistical support is required from the organisation, and how much will be the responsibility of the provider. For example, who is responsible for contacting participants and booking interviews? Who will follow up to remind individuals to complete any required diagnostics?
21. How results will be delivered to the board? In what format can the board expect to receive results?
The quality of the overall process is substantially impacted by the format and quality of results. A high quality proposal should be expected to cover
- What format would the provider expect to deliver results in, with reference to length, complexity, data and recommendations.
- To what extent will the provider prioritise results and make recommendations. Will these happen on a standalone basis or in partnership with the board?
- How much data is available to the board and company secretary? Are the board able to dive deeper into the data to investigate feedback and understand context? Is data available in a live format, or only static PDF/PPT?
22. How will a results discussion be structured?
There are range of different approaches used by providers to board results discussions. Equivalently, many chairs have different preferences around the structure of these discussions and involvement of third party providers. At a minimum, the proposal should cover:
- What format results discussion does the provider recommend for this organisation? How flexible is this based on the requirements and preferences of the board and chair?
- Will the results session be a discussion or a presentation? Should this be internally or externally facilitated?
- What will be expected of directors before a results session? How will the process accelerate sensemaking to ensure efficient use of time?
- How many actions should the board expect to agree on from the review process? How will the board agree on actions?
23. At what point does the provider’s service delivery end? What would boards typically need to do after this point to ensure a successful outcome?
There is a point at which an external provider steps away and leaves a report, recommendations or actions with the chair and/or board for consideration and implementation. It is critical the board understand where this point is, and what will be required after this point for a successful outcome.
For example, it’s dramatically different for the board to walk away with a a report vs a set of agreed actions. The board should understand where the point of transition sits, and how the provider will set the chair and board up for success in implementation.
24. How will the provider deliver a secure and confidential process?
Security and confidentiality are critical foundations for any successful board review process. Any effective process will capture some of the most confidential information that exists with an organisation. To protect the integrity of this data and the board, it is important to understand:
- Who specifically will have access to any information recorded or generated through this process? Are there any third parties used such as transcribers or data processors?
- If responses are confidential and anonymised, will anyone have access to this in an identifiable manner to compile the data? If so, how is confidentiality protected?
- Is all data with respect to the process encrypted at rest and transmitted using secure channels?
- Is any data with respect to the process stored offshore (including in SurveyMonkey, Dropbox, Gmail or similar cloud accounts?)
- If data needs to be compiled into local presentations or documents, are these devices and files encrypted and stored securely?
- If anything is recorded on paper, how is this stored and processed whilst maintaining integrity and confidentiality?
25. How will the provider ensure the process is delivered in a timely fashion?
Board review processes that fail or are ineffective are those that drag out for many months between kick off and reporting/board discussion. Despite best intentions, director availability or other priorities mean it’s easy for an ineffective process to take a number of months. Issues are forgotten and the process loses impetus.
A high quality provider will have strategies to ensure the process is completed in a timely fashion regardless of the circumstances – typically under four weeks from start to finish.
26. Which recognised organisations and chairs does the provider work with?
The reality of the board review market is there are many more bad consultants in market than good consultants. By law of numbers, this means there are many potential ‘reference clients’ available in market. As a result, it’s easy to be deceived by large numbers of logos.
Instead of referencing just similar organisations, we suggest the board should reference the number of highly respected and recognised organisations/chairs that the provider works with.
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