How to Conduct an Effective Board Review: A Guide for UK Chairs

In the realm of UK corporate governance, an effective board review is more than just a regulatory obligation; it's a powerful catalyst for improved performance, strategic clarity, and sustained success. The responsibility for this process typically rests on the shoulders of the Chair, who must guide the board through a rigorous, transparent, and constructive evaluation.

For companies listed on the London Stock Exchange, the UK Corporate Governance Code (the Code) sets a clear expectation: a formal and rigorous annual review of the board, its committees, the chair, and individual directors must be conducted. While a full external review is recommended for FTSE 350 companies at least every three years, a well-executed internal review is the foundation of continuous improvement for any organisation, regardless of its size or listing status.

This guide provides a comprehensive, step-by-step approach for a UK Chair to conduct an effective board review, transforming it from a tick-box exercise into a valuable strategic tool.

Phase 1: Planning and Setting the Stage

The success of a board review is determined long before the first questionnaire is sent out. The Chair’s leadership in this initial phase is critical for establishing a culture of openness and ensuring the process delivers meaningful insights.

Step 1: Define Your Objectives and Scope

Before you begin, ask the board what it wants to achieve. Are you looking to improve meeting efficiency, address specific strategic challenges, or prepare for succession planning? The review's scope should be tailored to these objectives.

Key Questions to Ask:

  • What are we trying to achieve? (e.g., improve decision-making, enhance board-management relations, assess the board's skillset for a new strategy)

  • Who will be reviewed? (The full board, individual directors, specific committees, the Chair)

  • Will it be an internal or external review? (While the Code requires an external review for FTSE 350 companies every three years, internal reviews are vital for all boards in the intervening years).

Step 2: Choose Your Methodology

A balanced methodology provides a richer, more holistic view. The UK Corporate Governance Code does not prescribe a specific method, but a combination of approaches is considered best practice.

  • Confidential Questionnaire/Survey: This is the most common starting point. An online survey allows for honest, anonymous feedback on a range of topics, from board culture and dynamics to the quality of information provided.

  • One-on-One Interviews: The Chair, or an external facilitator, should conduct confidential interviews with each director. This allows for nuanced, qualitative insights and the opportunity to discuss sensitive issues that might not be raised in a survey.

  • Board and Committee Observation: For an external review, an observer may attend meetings to assess real-time board dynamics, the quality of debate, and the Chair's facilitation skills.

  • Document Review: A review of board minutes, committee papers, and key governance documents provides an objective look at the board's processes and the quality of its information flow.

Phase 2: Conducting the Review

With the plan in place, the Chair must now oversee the data-gathering phase, ensuring the process is confidential, professional, and encourages candour.

Step 3: Implement the Data Collection

For questionnaires and surveys, use a secure, confidential platform. The questions should be specific and link directly to the review's objectives.

Example questions for a UK Board:

  • To what extent does the board receive clear and timely information to support robust decision-making?

  • How effectively is the board overseeing key risks, including those related to technology, climate, and regulation?

  • How would you rate the quality of debate and challenge in board meetings?

  • How effectively are individual directors contributing to the board's overall effectiveness?

  • How has the board addressed recommendations from the previous review?

Step 4: Analyse the Findings

The Chair, with the support of the Company Secretary or an external partner, is responsible for compiling and analysing the data. Look for trends and patterns rather than focusing on isolated comments. The final report should summarise key findings, identify strengths and weaknesses, and present a clear picture of the board's performance.

When an external reviewer is used, they will typically produce a comprehensive report that includes peer-benchmarking and a deeper analysis of the board's effectiveness against sector-specific and national best practices.

Phase 3: Action and Implementation

The true value of a board review lies in the follow-up. This is where the Chair's leadership is most visible, as they must facilitate the discussion and ensure the findings translate into concrete action.

Step 5: Present and Discuss the Report

The Chair should present the findings of the review to the full board, leading an open and honest discussion. It is a moment for reflection and collective responsibility, not for assigning blame. This is an opportunity to discuss the board’s culture, dynamics, and decision-making processes.

Important considerations for the Chair:

  • Maintain a positive and constructive tone.

  • Encourage all directors to contribute to the discussion.

  • Focus on collective improvement rather than individual performance issues in a public forum. (Individual director performance should be discussed separately in one-on-one meetings with the Chair.)

Step 6: Create and Track an Action Plan

The discussion should culminate in a formal, time-bound action plan. Each action point should be assigned an owner and a clear deadline. The Chair should ensure that this plan is a standing item on future board agendas to track progress and hold the board accountable.

Example Action Plan Items:

  • Action: Revise board pack templates to include a clear Executive Summary for all reports.

  • Owner: Company Secretary.

  • Deadline: Q3 Board Meeting.

  • Action: Schedule a deep-dive workshop on emerging AI risks.

  • Owner: Chair, in consultation with the CEO.

  • Deadline: Next Board Strategy Day.

Step 7: Address Individual Director Performance

As Chair, it is your duty to provide constructive feedback to each individual director. This conversation should take place privately and be framed as a discussion on professional development and contribution. It should be a two-way dialogue where the Chair can also receive feedback.

The Role of Technology in an Effective Board Review

Modern governance platforms, like BoardCloud, are invaluable tools for streamlining the board review process. They eliminate the administrative burden, enhance confidentiality, and provide a clear audit trail.

  • Secure Surveys: Conduct and manage confidential surveys directly within the platform.

  • Centralised Information: Securely store all review documents, reports, and action plans in a single, accessible location.

  • Action Tracking: The platform's action tracker can be used to monitor the progress of the board review action plan, ensuring accountability and follow-through.

Conclusion

A rigorous and well-conducted board review is a sign of a healthy, forward-looking organisation. It allows boards to not only meet their governance obligations but also to proactively identify areas for improvement and align their skills with the company's strategic goals.

For the UK Chair, this process is a defining part of their role. By leading with clear purpose, embracing transparency, and committing to follow-through, they can ensure the board review becomes a powerful tool for continuous development, enabling the board to deliver exceptional value and a stronger future for the business.