Board Reviews – the SAMI Way
Appraisal and development of staff and executives is vital to the success of organisations. So “what’s sauce for the goose is sauce for the gander” too. Boards also need to review their own performance, based on agreed objectives and key skills and competencies.
Most guides to corporate governance: such as the UK Corporate Governance Code https://www.frc.org.uk/Our-Work/Codes-Standards/Corporate-governance/UK-Corporate-Governance-Code.aspx; the recent Quoted Companies Alliance Code for Small and Mid-size Quoted Companies 2013 https://www.theqca.com; and the Code for the voluntary sector http://www.governancecode.org/summary-code-of-governance/ highlight that reviewing the effectiveness of boards is a key element of effective governance.
Boards at leading organisations schedule an annual performance review, either at a high level or in some detail, covering the Board, individual members and committees. Sometimes Boards schedule periodic reviews as part of their forward planning or when the Chairman feels there are lessons that can be learned from recent events or that with particular challenges ahead, it is a good idea to check the Board is in good shape.
Sometimes a simple self-review is very helpful and can be done at minimal cost, but having the rigour brought by using an external reviewer can bring an independent outside perspective, constructive challenge, and can be a powerful catalyst for action and change.
What are the hallmarks of a successful review?
At SAMI we’ve found the following are key:
- Quickly tailoring the review to the governance framework, culture and needs of the organisation at that time, working closely with a Board sponsor. While this will usually be the Chair it is often helpful if another member (or group) can support this role.
- Creating an environment in which people know that what they tell us will count but won’t be tracked back to them: we’ve found people speak very openly and really welcome the opportunity to reflect on what’s going well and what could be done better. An element of a 360-degree feedback can also be invaluable, with senior executives and external stakeholders giving input.
- Using open questions, listening carefully and making sure we cover perceptions, expectations and feelings, as well as the facts.
- Getting a good balance between past, present and future. We draw out what can be learned from the past, but also help Board members to focus on the future. As specialists in futures and scenario planning, we are well-qualified to help the Board look at its performance in the context of its strategic direction and goals.
- Drawing out the right themes and areas for action. A list of easy-to-do actions is quick to implement but may fail to make headway on the big issues. However, too great a focus on broad, long term themes may produce little that is ‘actionable’. We look to focus on the ‘sweet-spot’ between these two.
What difference can a good review make?
Most Boards find there are some process issues that can be tackled to help them really focus on what matters and it useful to use someone to help facilitate this. Areas to pick up can range from how agendas are managed and issues presented through to the relationships between Boards and their sub-committees. It is also useful to consider both the technical and the softer skills and capabilities of board members
A good review can also energise the Board and lead to a fresh focus on one or two things that really matter, but have not been getting time on the agenda. These may be strategic issues, or sometimes dealing with a long-overlooked “elephant in the room” or the essential matter of succession planning – often highlighted as a weakness for many boards.
Finally, under the weight of day-to-day operational pressures, good intentions about clarity of roles and relationships can fall by the wayside, as can clarity of strategic focus. A good Board Performance Review can provide the stimulus to get these back on track and into the right place.
Written by David Lye & Alan Woods