Practice Area 06
Board evaluation has become a compliance exercise for most organisations. We conduct it as an intervention — structured, evidence-based, and delivered with the candour required to actually change how a board works.
The annual board evaluation is completed, the questionnaire returns favourable scores, a summary is noted in the minutes, and the board operates in the following year exactly as it did in the previous one. The exercise satisfies the code and achieves nothing else.
This happens for identifiable reasons. Self-assessment questionnaires generate the answers directors are willing to record. The evaluation is often facilitated by someone with an interest in the ongoing relationship. And the genuinely difficult observations — a chair who dominates, a director who has stopped preparing, a committee that rubber-stamps — are the ones least likely to survive into the written report.
We conduct evaluations differently. Confidential individual interviews, observation of meetings in session, review of papers and minutes, and findings delivered directly to the chair including the ones that concern the chair. The purpose is a better board, not a completed obligation.
Successive evaluations have produced positive scores and no observable change.
The board's skills profile no longer matches the strategy it must oversee.
Meetings run long on reporting and short on decision and challenge.
A governance failure, regulatory finding, or near-miss has prompted a hard look.
A full board evaluation runs ten to sixteen weeks. Governance advisory engagements may extend considerably beyond that.
We agree scope with the chair: board, committees, individual directors, or all three. We also establish how findings will be handled — including findings concerning the chair — before any evidence is gathered.
Board and committee papers, minutes, terms of reference, the skills matrix, meeting calendars, and information flow from management. Much of what is wrong with a board is visible in its papers.
Individual interviews with every director, the company secretary, and selected members of the executive committee. Non-attributable, and conducted with the directness that produces useful material.
We observe board and committee meetings in session. What is described in interviews and what happens in the room are often different, and the difference is usually the finding.
Findings delivered to the chair, then to the full board, with individual director feedback where the scope includes it. An agreed action plan with named ownership and a review point follows.
Boards commission these components individually or as a full governance review.
Full external evaluation covering composition, dynamics, information, decision quality, and the board's actual contribution to strategy.
The capabilities the board requires to oversee this strategy, mapped against those currently present, with gaps and succession implications identified.
Confidential, evidence-based feedback to each director on contribution and effectiveness — delivered privately, and honestly.
Audit, risk, remuneration, and nomination committees assessed against mandate, and against whether they exercise genuine scrutiny.
Delegation of authority, reporting architecture, terms of reference, and the interface between board and management.
Succession planning for chair, directors, and committee chairs, with an appointment process built on capability rather than availability.
We require the chair's agreement, in advance, that findings concerning the chair will be delivered to the board. Without it, an evaluation cannot be independent in any meaningful sense.
Method and candour. We interview every director individually, observe meetings in session, and review papers and minutes rather than relying on self-assessment questionnaires. And we report what we find, including where it concerns the chair or a specific director.
The Malaysian Code on Corporate Governance sets the expectation for listed entities and we would suggest checking the current provisions, as these are periodically revised. Common practice among boards we work with is an external evaluation every three years with internal review in the intervening years. Boards facing significant strategic change often benefit from doing it sooner.
Where the scope includes it, yes — privately and confidentially. Many chairs commission individual feedback specifically because it is the component that produces the most change.
We agree this before starting: findings concerning the chair are delivered to the board, typically through the senior independent director. A chair unwilling to agree that condition is telling us something about the evaluation's likely value.
Yes, and it is one of the more valuable components. Directors are consistently surprised by the gap between how they describe the board's operation and what is observable in the room.
We advise on the capability required, the specification, and the appointment process. We are not a search firm and do not maintain candidate databases; where search is needed we can work alongside your chosen firm.
If previous evaluations have produced clean scores and no difference, that is itself the most useful place to begin a conversation.