What topics should be covered in a board review?

Board reviews can be as broad as the circumstances, covering a wide range of topics. Whilst the scope may change depending on the issues facing the board and organisation, at a base level there are three key areas that should be covered in every process:

1. The performance of the board 

A review of the overall performance of the board looks at what value directors have created (or protected) as a collective group and how effectively the group operates together. This typically involves reviewing the board’s performance with respect to the following areas:

• What areas the board focuses on;
• How individual board members interact with each other;
• The capabilities, skills, experience and diversity of board members;
• Renewal, the selection process and talent pipeline;
• The robustness of debate amongst board members; 
• The culture of the collective board;
• How directors communicate and interact with each other; and
• The productivity of the board.  

2. The position and performance of the chair

The chair plays a critical role in how a board performs. In almost all circumstances, a review of the board should include a review of the performance of the chair. Reviewing the performance of the chair typically includes covering how they:

• Build relationships with directors;
• Facilitate discussion and feedback;
• Synthesise debate;
• Prepare for and conduct meetings; and 
• Relate to the CEO.

3. How the board and management interact

Management is a key enabler for the board. A strong relationship between the two is crucial to board and organisational performance. To evaluate the board/management dynamic your review should look at:

• How the board communicates with management;
• The level of transparency and information disclosure between the two;
• The planning frameworks they have in place;
• How the board engages with the organisational strategy process;
• What boundaries are in place between the board and management;
• How much guidance the board provides management; and
• How receptive management is to board input.