Composition, work, and evaluation

Prior to designing and implementing an evaluation process, boards should determine the substantive and specific goals and objectives they want to achieve through evaluation. The evaluation process should not be used simply as a way to assess whether the board, its committees and its members have satisfactorily performed their required duties and responsibilities.

Instead, it should be designed to rigorously test whether the board’s composition, dynamics, operations, and structure are effective for the company and its business environment, both in the short- and long-term, by:

• Focusing director introspection on actual board, committee, and director performance compared to agreed-upon goals, objectives, and requirements
• Eliciting valuable and candid feedback from each board member – without attribution if appropriate – about board dynamics, operations, structure, performance, and composition
• Reaching board agreement on action items and corresponding timelines to address issues observed in the evaluation process
• Holding the board accountable for regularly reviewing the implementation of evaluation-related action items, measuring results against agreed-upon goals and expectations, and adjusting actions in real time to meet evaluation goals and objectives

In determining the most effective approach to evaluation, boards should determine who should lead the evaluation process, who and what should be evaluated, and how and when the evaluation process should be conducted and communicated.