What is a Board Evaluation? | Governance Advisory and Compliance Solutions

    Board Evaluations / What Is a Board Evaluation?

    What Is a Board Evaluation?

     

    Board evaluations are used to assess and report on individual director and group performance.

    • A well-structured board evaluation can be an effective driver of improvement. 
    • Establishing a proper cadence for conducting evaluations is important for understanding performance.
    • Having a third-party facilitator can help ensure customized—and streamlined—design and facilitation.

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    Board Evaluations Explained

    A strategically designed board evaluation process can foster board effectiveness. Board evaluations are used to assess and report on individual director and group performance. Analysis of results showcases strengths and highlights gaps in performance, which may ultimately help promote deeper board engagement and encourage directors to utilize their unique perspectives to enhance board performance. Board evaluations also show management, employees, and investors that directors care about the performance of the organization and its stakeholders.

    A strategically designed board evaluation process can foster board effectiveness. Board evaluations are used to assess and report on individual director and group performance. Analysis of results showcases strengths and highlights gaps in performance, which may ultimately help promote deeper board engagement and encourage directors to utilize their unique perspectives to enhance board performance. Board evaluations also show management, employees, and investors that directors care about the performance of the organization and its stakeholders.

    A well-planned and well-executed board evaluation process:

    • Encourages strategic thinking
    • Identifies opportunities for improvement and education
    • Promotes board and management alignment
    • Cultivates a healthy organizational culture
    • Enhances strength of oversight and governance practices
    • Fosters deeper board and management interaction
    • Highlights board composition needs
    • Creates stronger, more collaborative relationships among directors
    • Drives board focus on important strategic and governance matters
    • Encourages strategic thinking
    • Identifies opportunities for improvement and education
    • Promotes board and management alignment
    • Cultivates a healthy organizational culture
    • Enhances strength of oversight and governance practices
    • Fosters deeper board and management interaction
    • Highlights board composition needs
    • Creates stronger, more collaborative relationships among directors
    • Drives board focus on important strategic and governance matters

    Why Should Boards Conduct Evaluations?

    In this new era of corporate governance, organizations—and their boards—are adapting to complexities driven by factors such as crises, societal perspectives, regulatory requirements, and economic changes.

    In addition, boards are responding to investor, regulator, and other stakeholder expectations for more participation and engagement.

     

    In this new era of corporate governance, organizations—and their boards—are adapting to complexities driven by factors such as crises, societal perspectives, regulatory requirements, and economic changes.

    In addition, boards are responding to investor, regulator, and other stakeholder expectations for more participation and engagement.

     

    Robust disclosure of the board evaluation process helps reinforce the board’s effectiveness and commitment to its role. A well-structured board evaluation can be an effective driver of improvement.

     

    Robust disclosure of the board evaluation process helps reinforce the board’s effectiveness and commitment to its role. A well-structured board evaluation can be an effective driver of improvement.

     

    Conducting board evaluations may help solve for external pressures, such as:

    • Exchange listing rules concerning regular board evaluations
    • Company governance frameworks setting out an approach to board performance
    • Legal and regulatory obligations concerning regular board evaluations
    • Investor expectations for regular board evaluations

    Conducting board evaluations may help solve for external pressures, such as:

    • Exchange listing rules concerning regular board evaluations
    • Company governance frameworks setting out an approach to board performance
    • Legal and regulatory obligations concerning regular board evaluations
    • Investor expectations for regular board evaluations

     

    In addition, boards may face internal pressures related to responsibilities, such as: 

    • Setting a clear tone of appropriate accountability throughout the organization 
    • Having an evaluation process in place to achieve improvement
    • Signaling that they care about the performance of the management team and employees 
    • Engaging in and understanding key drivers of corporate performance and sustainability, including total shareholder return

     

    In addition, boards may face internal pressures related to responsibilities, such as: 

    • Setting a clear tone of appropriate accountability throughout the organization 
    • Having an evaluation process in place to achieve improvement
    • Signaling that they care about the performance of the management team and employees 
    • Engaging in and understanding key drivers of corporate performance and sustainability, including total shareholder return

    Organizations that are not utilizing board evaluations to measure performance could be missing an opportunity for growth.

    Organizations that are not utilizing board evaluations to measure performance could be missing an opportunity for growth.

    Prepare and Develop an Effective Board Evaluation

    The board evaluation process, from inception to execution, can be complex and time-intensive. For board evaluations to be an effective and valuable use of directors’ time, it is important that the objectives for the process are clear, the substance of the board evaluations is appropriately tailored, and a process for reviewing feedback on effectiveness and for developing actions is established.

    This focused approach helps ensure that boards can provide a swift response to new internal developments and opportunities, market dynamics, and even political, economic, and social environments. If too much time passes between gathering feedback and aligning on resultant actions, the findings and feedback may become irrelevant, and directors may view the board evaluation process as an ineffective use of their time and efforts.

    The board evaluation process, from inception to execution, can be complex and time-intensive. For board evaluations to be an effective and valuable use of directors’ time, it is important that the objectives for the process are clear, the substance of the board evaluations is appropriately tailored, and a process for reviewing feedback on effectiveness and for developing actions is established.

    This focused approach helps ensure that boards can provide a swift response to new internal developments and opportunities, market dynamics, and even political, economic, and social environments. If too much time passes between gathering feedback and aligning on resultant actions, the findings and feedback may become irrelevant, and directors may view the board evaluation process as an ineffective use of their time and efforts.

    Boards that are committed to governance excellence establish a proper cadence for conducting evaluations to understand performance. With the appropriate process conducted at the right time, the evaluation may incorporate the following components: 

    Boards that are committed to governance excellence establish a proper cadence for conducting evaluations to understand performance. With the appropriate process conducted at the right time, the evaluation may incorporate the following components: 

    Developing the right “what” and “when” for the board evaluation process will provide the board with a holistic view of its effectiveness and help them maintain a healthy approach to governance. A written evaluation is an efficient method for gaining directors’ insights and provides opportunities to benchmark data and progress year over year.

    Adding interviews to the board evaluation process can enhance engagement by prompting directors to think more deeply about the board’s, committee’s, or directors’ performance. Asking directors dynamic and thought-provoking questions can uncover nuanced insights into aspects of effectiveness. These detailed and contextual perspectives can lead to candid board discussions that may enhance the board’s cohesion and drive alignment on action areas that will show the board’s commitment to effective governance.

    Developing the right “what” and “when” for the board evaluation process will provide the board with a holistic view of its effectiveness and help them maintain a healthy approach to governance. A written evaluation is an efficient method for gaining directors’ insights and provides opportunities to benchmark data and progress year over year.

    Adding interviews to the board evaluation process can enhance engagement by prompting directors to think more deeply about the board’s, committee’s, or directors’ performance. Asking directors dynamic and thought-provoking questions can uncover nuanced insights into aspects of effectiveness. These detailed and contextual perspectives can lead to candid board discussions that may enhance the board’s cohesion and drive alignment on action areas that will show the board’s commitment to effective governance.

    Key Features of Board Evaluations

    Techniques for undertaking board evaluations include:

    • Written evaluation questionnaires
    • Documentation review
    • One-on-one interviews with directors for added response depth, as needed
    • Skills assessments (board and committee composition matrices)
    • Meeting observations

    Techniques for undertaking board evaluations include:

    • Written evaluation questionnaires
    • Documentation review
    • One-on-one interviews with directors for added response depth, as needed
    • Skills assessments (board and committee composition matrices)
    • Meeting observations

    Key features of board evaluations include:

    • Identification of goals and objectives for the evaluation
    • Review of existing requirements, business model, governance structure, and evaluation process
    • Custom evaluation forms for directors based on their committee roles
    • Delivery of written evaluations to directors via email or through a board portal, like Nasdaq Boardvantage®
    • Automated notifications to remind directors to submit responses
    • Intuitive user experience 
    • Anonymization of director responses to encourage candor and deeper engagement.
    • Delivery of director responses in aggregated, anonymized reports
    • Informative infographics, qualitative and quantitative analyses, and year-over-year comparative data 
    • Reporting that highlights areas where the board has opportunities to grow
    • Insights that that drive action and commitment to governance excellence
    • Follow-up presentation to discuss reporting

    Key features of board evaluations include:

    • Identification of goals and objectives for the evaluation
    • Review of existing requirements, business model, governance structure, and evaluation process
    • Custom evaluation forms for directors based on their committee roles
    • Delivery of written evaluations to directors via email or through a board portal, like Nasdaq Boardvantage®
    • Automated notifications to remind directors to submit responses
    • Intuitive user experience 
    • Anonymization of director responses to encourage candor and deeper engagement.
    • Delivery of director responses in aggregated, anonymized reports
    • Informative infographics, qualitative and quantitative analyses, and year-over-year comparative data 
    • Reporting that highlights areas where the board has opportunities to grow
    • Insights that that drive action and commitment to governance excellence
    • Follow-up presentation to discuss reporting

    Who Conducts Board Evaluations?

    Boards may conduct their own board evaluations or may utilize a third-party facilitator, like the Nasdaq Governance Solutions Board Advisory Team. A third-party board evaluation facilitator may allow for a more transparent process and bring objective insights into review processes and good practices, such as: 

    • Knowing about governance trends and best practices
    • Having interview skills that add value to the board evaluation process
    • Enhancing candor through the assurance of director anonymity
    • Adding objectivity and integrity in the analysis of results
    • Benchmarking against past performance and peers
    • Facilitating continued open discussion and commitment to action
    • Removing risk of bias, manipulation, or favoritism 
    • Helping to preserve board resources for other governance tasks
    • Offering independent, objective perspectives

    Boards may conduct their own board evaluations or may utilize a third-party facilitator, like the Nasdaq Governance Solutions Board Advisory Team. A third-party board evaluation facilitator may allow for a more transparent process and bring objective insights into review processes and good practices, such as: 

    • Knowing about governance trends and best practices
    • Having interview skills that add value to the board evaluation process
    • Enhancing candor through the assurance of director anonymity
    • Adding objectivity and integrity in the analysis of results
    • Benchmarking against past performance and peers
    • Facilitating continued open discussion and commitment to action
    • Removing risk of bias, manipulation, or favoritism 
    • Helping to preserve board resources for other governance tasks
    • Offering independent, objective perspectives

    Board Evaluation Best Practices

    As the maxim goes, timing is everything. Boards should consider conducting annual evaluations when directors have time to provide thoughtful feedback on effectiveness, and when the board can build resultant actions into its work plan and agendas.

    As the maxim goes, timing is everything. Boards should consider conducting annual evaluations when directors have time to provide thoughtful feedback on effectiveness, and when the board can build resultant actions into its work plan and agendas.

    Key questions around timing may include:

    • How much time should directors and other respondents allocate to complete the evaluation?
    • Will the process foster candor from directors in their feedback? 
    • Once evaluations are submitted, how much time does it take to conduct analysis and develop strategic reports? 
    • Are the goals of the process clear and will the deliverables meet the board’s needs and expectations? 
    • When should the evaluation results be shared and by whom? 
    • Who should lead the discussion of the aggregated feedback?
    • Is the board able to oversee completion of actions without compromising its ability to meet other obligations?

    Key questions around timing may include:

    • How much time should directors and other respondents allocate to complete the evaluation?
    • Will the process foster candor from directors in their feedback? 
    • Once evaluations are submitted, how much time does it take to conduct analysis and develop strategic reports? 
    • Are the goals of the process clear and will the deliverables meet the board’s needs and expectations? 
    • When should the evaluation results be shared and by whom? 
    • Who should lead the discussion of the aggregated feedback?
    • Is the board able to oversee completion of actions without compromising its ability to meet other obligations?

    A process that allows too much time to elapse from receiving evaluation responses to reviewing results may diminish relevance. Digital board evaluations may be effective at gathering timely and candid feedback by enabling directors to provide honest and thoughtful perspectives in an efficient manner.

    The board evaluation questions should be clearly worded and targeted. The scope of the questions should focus on core areas of effectiveness and be comprehensive without being redundant. Utilizing rated and open-ended questions may help to enhance reporting by balancing quantitative and qualitative insights. In addition, one-on-one interviews conducted by a third-party facilitator should add depth and breadth to the process.

    A process that allows too much time to elapse from receiving evaluation responses to reviewing results may diminish relevance. Digital board evaluations may be effective at gathering timely and candid feedback by enabling directors to provide honest and thoughtful perspectives in an efficient manner.

    The board evaluation questions should be clearly worded and targeted. The scope of the questions should focus on core areas of effectiveness and be comprehensive without being redundant. Utilizing rated and open-ended questions may help to enhance reporting by balancing quantitative and qualitative insights. In addition, one-on-one interviews conducted by a third-party facilitator should add depth and breadth to the process.

    Choosing the Right Board Evaluation Platform

    Having a third-party facilitator with experience in board evaluations and governance best practices can help ensure customized—and streamlined—design and facilitation. Effective third-party facilitators are also skilled in fostering candid and productive discussions.

     

    They build trust and promote transparency throughout the board evaluation process, which encourages directors to share their honest experiences and ideas and appropriately express their concerns to advance positive outcomes.

    Having a third-party facilitator with experience in board evaluations and governance best practices can help ensure customized—and streamlined—design and facilitation. Effective third-party facilitators are also skilled in fostering candid and productive discussions.

     

    They build trust and promote transparency throughout the board evaluation process, which encourages directors to share their honest experiences and ideas and appropriately express their concerns to advance positive outcomes.

     

    When considering a board evaluation tool for your organization, choose a third party that incorporates the following elements into their process: 

     

    When considering a board evaluation tool for your organization, choose a third party that incorporates the following elements into their process: 

    Customization

    Third-party facilitators should take a customized approach so your evaluation process—and even specific questions—are tailored with your governance goals and objectives in mind. By fine-tuning written evaluations and follow-up interview questions to individual directors, you will receive refined input based on directors’ unique experiences and areas of expertise, driving more value from your board.

    Third-party facilitators should take a customized approach so your evaluation process—and even specific questions—are tailored with your governance goals and objectives in mind. By fine-tuning written evaluations and follow-up interview questions to individual directors, you will receive refined input based on directors’ unique experiences and areas of expertise, driving more value from your board.

    Anonymity

    The board evaluation process should be structured to encourage candor and thoughtfulness. Having a third-party facilitator handle the end-to-end board evaluation process provides directors with the ability to be frank, because anonymity is built into every phase, from feedback collection through reporting and results discussion.

    The board evaluation process should be structured to encourage candor and thoughtfulness. Having a third-party facilitator handle the end-to-end board evaluation process provides directors with the ability to be frank, because anonymity is built into every phase, from feedback collection through reporting and results discussion.

    Ease of Use and Participation

    Consider the third-party partner’s technology. Evaluations may be accessible in a platform, such as Nasdaq EnGauge™, and delivered via email or through a board portal, like Nasdaq Boardvantage. Using technology, administrators can send automated reminders to directors, helping to optimize engagement and ensure full participation.

    Consider the third-party partner’s technology. Evaluations may be accessible in a platform, such as Nasdaq EnGauge™, and delivered via email or through a board portal, like Nasdaq Boardvantage. Using technology, administrators can send automated reminders to directors, helping to optimize engagement and ensure full participation.

    Strategic Questions

    Board evaluations are useful if they provide actionable insights. Strategically designed questions help cultivate director-level thinking on relevant governance topics. This feedback can inform follow-up interviews that the third party conducts with directors, which add more depth to the process. The breadth of data and commentary provides a deeper level of analysis that turns feedback into productive discussions and agreed-upon actions. These conversations are a starting point for aspirational ideas that may become work plans to help drive growth and stakeholder value.

    Board evaluations are useful if they provide actionable insights. Strategically designed questions help cultivate director-level thinking on relevant governance topics. This feedback can inform follow-up interviews that the third party conducts with directors, which add more depth to the process. The breadth of data and commentary provides a deeper level of analysis that turns feedback into productive discussions and agreed-upon actions. These conversations are a starting point for aspirational ideas that may become work plans to help drive growth and stakeholder value.

    Visual Analysis Tools

    Board evaluation data and feedback should not only be anonymized but should also be clear and digestible. Informative infographics, qualitative and quantitative analyses, and year-over-year comparative data drive understanding and promote an actionable process. As part of a customized approach, a third-party partner may help provide a variety of rich visual analysis tools such as:

    • Heat maps that show a visual representation of directors’ responses 
    • SWOT diagrams that identify strengths, weaknesses, opportunities, and threats based on feedback 
    • Action points with a high-level summary of directors’ perspectives and priorities 
    • Skills matrices that present a holistic view of the board’s diversity, expertise, and experience

    Board evaluation data and feedback should not only be anonymized but should also be clear and digestible. Informative infographics, qualitative and quantitative analyses, and year-over-year comparative data drive understanding and promote an actionable process. As part of a customized approach, a third-party partner may help provide a variety of rich visual analysis tools such as:

    • Heat maps that show a visual representation of directors’ responses 
    • SWOT diagrams that identify strengths, weaknesses, opportunities, and threats based on feedback 
    • Action points with a high-level summary of directors’ perspectives and priorities 
    • Skills matrices that present a holistic view of the board’s diversity, expertise, and experience

    About the Nasdaq Governance Solutions Board Evaluation Process

    The Nasdaq Governance Solutions Board Advisory Team works with public, private, and non-profit organizations to design and implement board evaluations that help to improve board and management alignment, while also promoting a culture of communication, collaboration, and continuous improvement.

    Regardless of size or industry, the Board Advisory Team has helped organizations turn board evaluations into strategic assets. The team acts as a true partner throughout the process, helping boards craft and execute written board evaluations, facilitate follow-up interviews, visualize key findings, and turn evaluation results into productive effectiveness insights and action points. Additionally, the team is experienced at presenting results and hosting Q&A sessions on comparative trends and governance practices, so boards can focus on promoting commitment to good governance practices. 

    The Nasdaq Governance Solutions Board Advisory Team works with public, private, and non-profit organizations to design and implement board evaluations that help to improve board and management alignment, while also promoting a culture of communication, collaboration, and continuous improvement.

    Regardless of size or industry, the Board Advisory Team has helped organizations turn board evaluations into strategic assets. The team acts as a true partner throughout the process, helping boards craft and execute written board evaluations, facilitate follow-up interviews, visualize key findings, and turn evaluation results into productive effectiveness insights and action points. Additionally, the team is experienced at presenting results and hosting Q&A sessions on comparative trends and governance practices, so boards can focus on promoting commitment to good governance practices. 

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