Questions Every Board Should Ask in an Effectiveness Review

Boards spend much of their time holding others to account: executives, auditors, managers. An effectiveness review is the moment a board turns that scrutiny on itself. Done well, it improves how the board works, the quality of its decisions and its relationship with the executive team. Done badly, it becomes a questionnaire where everyone rates everything "good" and nothing changes.

The difference often comes down to the questions asked, and whether members feel able to answer them honestly. This article sets out the questions that matter most, grouped by theme, and how to run a review that leads to change.

Why boards review themselves

Board reviews are expected in many governance codes, often annually, with independent external reviews every few years. But the real reason to review is practical. Boards face growing demands, from strategy and risk to culture and stakeholder expectations, while meeting only a handful of times a year. Small improvements in how that time is used can make a significant difference.

The review applies to many kinds of board: company boards, charity trustees, public sector boards and advisory boards. The questions below adapt easily.

Composition and skills

• Does the board have the skills and experience it needs for the organisation's strategy over the next three to five years, not just today?
• Are there gaps, for example in technology, cyber security, sustainability or the sector's core operations?
• Does the board bring a genuine diversity of perspectives, backgrounds and thinking styles?
• Is there a clear plan for succession, both for board members and the chair?
• Do new members receive a proper induction, and do existing members keep their knowledge up to date?

Information and preparation

• Do board papers help members understand the issues and make decisions, or do they mainly report activity?
• Are papers concise, clear about what is being asked of the board, and circulated in good time?
• Does the board hear directly from people below the executive team, from customers, staff or service users?
• Does the board get early warning of problems, or hear about them only when they are serious?

Use of time and meetings

• How much meeting time is spent on strategy and the future, compared with reviewing the past?
• Are agendas focused on the issues that matter most?
• Do routine items take up time that should be spent on discussion?
• Are committee structures working, or do they duplicate the main board's work?

Strategy

• Is the board genuinely involved in shaping strategy, or does it mainly approve a plan presented by the executive?
• Does the board understand the main assumptions behind the strategy and how they are tested?
• How does the board monitor progress against strategic priorities between planning cycles?
• Does the board consider how the external environment is changing and what that means?

Challenge and debate

• Do members feel able to challenge each other and the executive team constructively?
• Are dissenting views heard and recorded, or do discussions converge too quickly?
• Does one voice, or a small group, dominate?
• How does the chair encourage contributions from everyone, including newer or quieter members?

Risk and oversight

• Does the board understand the organisation's principal risks and its appetite for them?
• Does the board receive assurance, from internal audit or others, that key risks are being managed?
• Are emerging risks, such as technology, climate or geopolitical shifts, discussed regularly?
• When things have gone wrong, did the board learn about it early enough and respond well?

Relationship with the executive

• Is the boundary between governance and management clear and respected?
• Does the board support the executive team as well as challenge it?
• Is executive performance assessed fairly against clear objectives?
• Is the relationship between the chair and the chief executive working well?

Culture and stakeholders

• How does the board understand the culture of the organisation, beyond what it is told in reports?
• Do board members model the behaviour and values expected of everyone else?
• How does the board consider the interests of employees, customers, communities and other stakeholders in its decisions?

Running the review well

The questions only help if the process encourages honesty.

• Use a mix of methods. A short questionnaire to cover the basics, followed by confidential one-to-one conversations, usually works better than a questionnaire alone.
• Protect confidentiality. Members need confidence that candid answers will not be attributed to them.
• Consider external facilitation. An independent reviewer can draw out views members may hesitate to share with the chair, and brings comparisons with other boards.
• Include the executive perspective. Senior executives who attend board meetings often have valuable observations about how the board works.
• Focus on a few actions. Agree three to five improvements, assign owners, and review progress at a later meeting.
• Follow up. Revisit last year's actions at the start of each review.

How mature is your board?

The Board & Executive Effectiveness assessment covers board composition and diversity, governance structure and oversight, strategic leadership, executive accountability, risk oversight and constructive challenge, and stakeholder stewardship. Board members and senior executives can each complete it independently, then compare views as part of the review.

Frequently asked questions

How often should a board review its effectiveness?

Annually is common practice, with an independent external review every few years. Many governance codes set out specific expectations for listed companies and larger organisations.

Who should lead a board effectiveness review?

The chair usually leads internal reviews, often supported by the company secretary. The senior independent director, or equivalent, typically leads the review of the chair's own performance.

What should happen to the results?

Results should be discussed by the full board, with an agreed action plan and owners. Many organisations summarise the process and main outcomes in their annual report.