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.

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