Such reviews are essential not only for compliance and meeting regulatory standards but also for ensuring that the board remains dynamic, responsive and aligned with the organisation’s long-term goals. This article will guide you through the foundational aspects of conducting a board performance review. We'll explore who should undertake the evaluation, what questions should be asked to collect meaningful insights and how the results can be utilised to enhance board performance. 

Understanding the nuances of these evaluations will help your board not only meet but exceed expectations, driving your organisation towards sustained success. Whether you are a seasoned director or a newly appointed board member, this guide will equip you with the knowledge and tools necessary to critically assess and improve your board's effectiveness.

What is a board performance review?

A board performance review or board evaluation is a structured evaluation of how effectively a board of directors fulfils its governance role. It assesses areas such as strategic oversight, fiduciary responsibilities, boardroom dynamics, composition and skills, and meeting effectiveness, with the purpose of identifying strengths, addressing weaknesses, and ensuring alignment with the organisation’s goals and governance best practice.

How do you perform a board performance review?

1. Pick a process

Begin by selecting the most appropriate evaluation process for your board. There are a few approaches to consider:

• Internal self-assessment: The board can design and administer its own survey or questionnaire. This option is cost-effective and straightforward, but purely internal surveys often lack depth and anonymity, which can result in less candid feedback. Directors may hold back criticisms if they fear attribution, leading to incomplete or biased responses that undermine the evaluation’s usefulness.

• External facilitation: Bringing in an independent third-party (such as a governance consultant) adds objectivity and credibility. An external evaluator can ensure confidentiality and provide an unbiased view of the board’s effectiveness, often with the ability to benchmark the board’s performance against industry standards and peer companies. This option is valuable for larger or publicly listed organizations that seek an outside perspective.

• Digital evaluation platform: Many boards now use dedicated board evaluation software (for example, BoardClic’s online tool) to run the process. A digital platform combines the convenience of an online survey with robust analytics. It can offer a more comprehensive and objective review, including built-in benchmarking capabilities and deeper analysis of the results. These tools help maintain respondent anonymity and integrity of data while saving time on administration.

Each approach has merits, and often a hybrid approach is effective – for instance, using a digital survey internally but having the results interpreted by an external advisor. The key is to choose a process that fits your board’s size, culture, and needs, and that will encourage honest participation.

2. Appoint the leadership

Strong leadership of the evaluation process is crucial for success. According to the OECD’s guidance on corporate governance, responsibility for overseeing a board review should fall to either the board chair, the lead independent director, or a dedicated board committee (usually the nominations or governance committee). Whomever is appointed must have the authority and respect needed to engage all directors and the skill to extract valuable insights from the process.

In practice, it works best if an independent board leader (such as the non-executive chair or lead independent director) champions the evaluationv (Directors institute). This person coordinates the process – choosing or approving the questionnaire, scheduling interviews or meetings, and ensuring time is set aside to discuss results. Notably, while the CEO and senior management will typically provide input on the board’s performance, the CEO should not be the one managing the review (Directors institute). Keeping management at arm’s length in running the evaluation preserves objectivity and encourages directors to be frank. The chosen leader (or committee) should also serve as a point of contact for any concerns about the process and make sure that agreed follow-up actions are carried out.

3. Select the questions

The essence of a valuable evaluation lies in asking the right questions. The questionnaire or interview framework should concentrate on the issues that matter most to board performance, while avoiding trivial or leading questions. Focus on substantive governance topics such as the board’s understanding of its role, the effectiveness of board meetings, the quality of materials and information provided, board dynamics, and the board’s strategic oversight and risk management duties. It’s important to craft questions that prompt thoughtful, candid feedback rather than simple yes/no answers. Open-ended questions or rating-scale questions with room for comments often yield the most insight.

In practice, an effective board evaluation will cover multiple dimensions of board work. Common areas include: the board’s role and focus (is the board spending its time on the right strategic and risk issues?); board composition and skills (does the mix of directors’ expertise match the company’s needs?); culture and dynamics in the boardroom (is debate open and constructive, and does the chair facilitate well?); the quality and timeliness of information and meeting materials; the effectiveness of board committees; and individual directors’ contributions and preparedness. By ensuring the questions probe these critical areas, the evaluation can uncover how well the board is functioning on each front.

Example questions:

How clearly do you understand the role of the board within our company?

How effective do you find the board meetings? Are they fulfilling their intended purposes?

Are board papers and necessary materials delivered in a timely manner to facilitate adequate preparation?

How would you describe the dynamics and interaction among board members during meetings?

How well do you understand the function and role of the various committees within the board?

Has the board effectively identified the skills it needs to address future challenges?

How well informed do you feel about the industry in which our company operates?

How would you assess the diversity of the board in terms of background, expertise and perspective?

How confident are you in the board’s crisis management plan and capabilities?

Does the board allocate sufficient time to discussing and managing risk?

Is there adequate time dedicated to discussing strategic directions and decisions?

How would you rate the strength of the relationship between the board and management?

How strong is the relationship between the board and the CEO?

How effective do you find the chair in leading the board?

How effectively does the chair foster an atmosphere of collaboration and trust?

How well does the chair manage dissent and differing opinions in the boardroom?

4. Compare with the industry and peers

To gauge the effectiveness of your board, it is very useful to compare the evaluation findings against external benchmarks and peer group data. Simply put, benchmarking places your board’s performance in context. For example, if directors collectively rate the board’s oversight of strategy as “effective,” is that above or below the average for similar organizations? Understanding how your board measures up relative to others can highlight strengths to celebrate and areas that merit improvement.

Boards often seek comparisons on specific practices or structures. It can be enlightening to learn how your board’s size, committee composition, or approach to risk oversight compares to industry best practices or to the boards of peer companies. This external perspective might reveal, for instance, that most competitors have a cybersecurity expert on the board or allocate more time to strategy retreats, prompting your board to consider changes. In some cases, engaging a third-party evaluator or consultant can provide these insights, as they bring knowledge of how other high-performing boards operate and evolving governance standards across the market.

Today, digital board evaluation tools make benchmarking easier by aggregating data from many board assessments. Using a platform like BoardClic, boards can benchmark their results against a broad dataset (e.g. thousands of other board reviews) to see where they stand on various metrics. This kind of data-driven insight can validate the board’s self-assessment and identify gaps. Overall, comparing your board’s evaluation results with industry and peer benchmarks adds an objective layer to the review and can spur constructive discussions on how to reach a higher standard of performance.

5. Plan the evaluation

Thorough planning is essential for a successful board evaluation. Before launching into the process, take the time to design how the evaluation will be conducted and how the information will be used. Key planning steps include:

• Set clear objectives: Define what the board hopes to achieve with the evaluation. Having an explicit consensus on the evaluation’s purpose and goals from the outset is crucial. For example, the board may aim to improve its strategic focus or to identify gaps in expertise for future director recruitment. Clear objectives will motivate directors to engage seriously in the process and provide candid feedback, since they understand why the evaluation is being done.

• Determine scope: Decide the scope and boundaries of the assessment. Will it evaluate just the board as a whole and its committees, or also include individual director performance? In many jurisdictions, an annual board evaluation covers the board and its committees, and often the chair’s leadership; some boards also choose to evaluate individual directors (peer review) periodically. If the board is new to evaluations, it might start with a narrower scope (board and committees only) and expand to individual assessments in the future as everyone becomes comfortable with the process.

  
  

• Choose methods: Select the evaluation method or combination of methods that best fit the board’s needs. Options include a confidential survey of board members (efficient for collecting data and easily comparable year-over-year), qualitative interviews with each director (yielding deeper insights and examples behind the survey ratings), direct observations of board meetings by an evaluator, or some combination of these. For instance, a common approach is to start with an online survey and then follow up with one-on-one interviews to probe areas where responses diverge. Make sure to also plan who will administer these methods – it could be a member of the corporate secretary’s office, the chair of the governance committee, or an external facilitator.

• Ensure confidentiality: Establish measures to safeguard anonymity and honesty in the process. Participants should be assured that their individual responses will remain confidential (or even better, anonymous) so that they feel free to respond openly. Using an independent survey tool or third-party administrator can help in this regard. Emphasize that the goal is learning and improvement, not assigning blame. A trusted process will yield more truthful feedback.

• Set a timeline: Develop a clear timeline for the evaluation. Decide when the survey will be circulated or interviews conducted (perhaps after a major board meeting or toward year-end), set deadlines for responses, and schedule time for the board to review and discuss the results. Allow sufficient time for analysis in between. It may also be wise to brief the board in advance about the upcoming evaluation and its importance, so directors are prepared and take it seriously.

Additionally, plan how the data will be handled and reported. Identify who will compile the results (e.g. an independent analyst or the general counsel’s office) and how feedback will be synthesized – typically a report summarizing key findings, themes, and recommended actions. Consider in advance how to present the findings to the board (for example, an anonymized summary at a board meeting or a dedicated workshop). Careful planning of these details will ensure the evaluation runs smoothly and that the results can be translated into real improvements.

6. Who evaluates and how?

Decide who will perform the evaluation and in what manner, as this influences the credibility and depth of the review. There are three common sources of input for a board evaluation, each adding a different perspective:

• Self-evaluation (internal): The board members evaluate the board’s performance collectively, and possibly their own individual performance, through self-assessment. This approach allows directors to reflect on how well they as a group fulfill their duties. It can uncover the board’s own view of its strengths and weaknesses. However, purely internal self-evaluation may sometimes be biased or too gentle unless accompanied by frank discussion.

• Peer evaluation: In a peer review, directors provide feedback on each other’s performance on the board. This can yield valuable insights into individual contributions, interpersonal dynamics, and whether each director is meeting expectations. Peer evaluations are often done via confidential surveys or interviews to encourage honesty. It is vital to establish trust and confidentiality for a peer review – directors must feel safe that candid comments will not damage relationships. When done in a constructive spirit, peer feedback can highlight, for example, if a director’s expertise is underutilized or if someone’s meeting behavior is hindering full debate.

• External evaluation: Having the evaluation conducted or facilitated by an outside consultant (or firm specializing in board reviews) brings an independent viewpoint. External evaluators can interview board members and senior executives, review board materials, and provide an objective assessment of how the board measures up. Crucially, they can also compare the board’s practices to industry best practices and norms, identifying areas where the board lags or leads. Many large companies choose to have an externally facilitated board review at least every few years for an unbiased check-up. An external review tends to carry weight with stakeholders and can often reveal issues internal participants might overlook.

These methods are not mutually exclusive. In fact, a comprehensive evaluation might combine elements: for example, self-assessment surveys supplemented by a few external interviews with a consultant. The right mix depends on what the board is comfortable with and the level of depth required. Regardless of method, remember to foster an environment of transparency and learning. A culture of trust will ensure that whether directors are evaluating themselves, each other, or being reviewed by outsiders, the feedback will be honest and productive.

7. Prioritise which topics you would like to cover

There may be dozens of questions and topics you could cover in a board review. It’s important to prioritize the areas that are most relevant to your organization’s success and to stakeholders’ concerns. Focus the evaluation on the issues that will have the greatest impact on improving the board’s effectiveness and fulfilling its strategic role.

Consider aligning the evaluation topics with current priorities such as:

• Strategy and risk oversight: Ensure the board is spending enough time on long-term strategy, major risks, and opportunities facing the company. If shareholders are worried about, say, digital disruption or cybersecurity, include questions about the board’s insight and guidance in those areas.

• Board composition and succession: Boards should evaluate whether their mix of skills and diversity is suitable for the company’s needs and future challenges. If the company strategy is evolving, does the board have directors with relevant expertise? Topics here include board diversity (in terms of background, gender, experience), succession planning for the board and CEO, and the presence of any skill gaps in the current board.

• Environmental, Social, and Governance (ESG) factors: With rising stakeholder focus on ESG, boards increasingly assess how well they incorporate sustainability and ethical considerations into their oversight. For instance, is there sufficient attention to climate-related risks, corporate culture, employee well-being, and other ESG issues at the board level?

• Board dynamics and culture: Healthy board dynamics are critical for effective governance. The evaluation should probe whether the boardroom culture allows open debate and constructive dissent, and whether the chair cultivates collaboration and trust. If there have been tensions or lack of engagement, those areas should be addressed.

• Committee effectiveness: If your board has committees (audit, remuneration, etc.), consider reviewing how well each committee fulfills its charter. Stakeholders may be interested in whether, for example, the audit committee is rigorous in oversight or the governance committee is effectively managing board nominations and evaluations.

• Shareholder and stakeholder communication: Some boards also evaluate how they interact with shareholders and other stakeholders. This can include how transparently the board communicates and whether it listens and responds to stakeholder concerns appropriately.

By prioritizing a handful of key themes, you ensure the evaluation doesn’t become a superficial “check-the-box” exercise, but rather delves into the most pertinent issues. In fact, some boards choose to rotate special focus topics each year as part of the annual evaluation. For example, one year the board might take a deep look at its strategy process, the next year focus on board–management relationships, and another year on committee structure. This approach allows a thorough examination of critical areas over a multi-year cycle without overloading a single evaluation with too many questions. Always keep in mind the concerns of investors, regulators, and employees when selecting topics – addressing these in the evaluation will demonstrate that the board is proactive and aligned with its governance obligations.

8. Analyse evaluation results

Once the surveys are completed or interviews done, the next step is to analyze the data carefully to derive meaningful insights. This stage is about turning raw feedback into a clear picture of how the board is doing and what can be improved. It often helps to have the results compiled into a report or presentation by whoever is leading the process (be it the committee, corporate secretary, or external facilitator).

Start by looking for overall patterns and themes in the responses, rather than fixating on one-off comments. For example, if multiple directors indicate that board meetings feel rushed or that materials arrive late, that’s a pattern to note. If only one person raises an issue that others do not echo, it may still be worth attention but consider its context. Identify the board’s strengths – areas where the feedback is largely positive – and its areas for improvement – where ratings or comments indicate dissatisfaction or gaps. The goal is to form an honest assessment: perhaps the board is strong in financial oversight and compliance, but needs improvement in long-term strategy discussions and succession planning.

Quantitative survey data can be averaged or scored to show where the board rates itself highly or poorly. Visual tools like graphs or heatmaps (if using an online platform) can highlight alignment or divergence among directors. Qualitative comments from open-ended questions or interviews should be summarized into key points or quotes (anonymized) that illustrate the quantitative findings. For instance, a comment like “We often run out of time for strategy because too much time is spent on routine reports” would underscore a low score in meeting effectiveness.

It’s often beneficial to have an independent perspective in the analysis. An external facilitator or a board committee can take a hard look at the findings without defensiveness. They might compare results to prior years’ evaluations to spot trends (are things improving or worsening?). If benchmarks were collected, see how the board stacks up externally on each dimension.

Ultimately, this analysis step is critical for translating raw data into actionable insights. A thorough analysis will pinpoint the root causes behind any weaknesses. For example, if “board understanding of industry trends” was rated low, the analysis might reveal that the board needs more education sessions or industry experts. By deeply understanding the results, the board is prepared to move on to discussing solutions rather than just admiring the problems.

9. The follow-up

A board evaluation is only as valuable as the actions that follow from it. After analyzing the results, the board (led by the chair or committee overseeing the process) should convene to discuss the findings and agree on an action plan. This follow-up phase is about closing the loop: addressing any identified shortcomings and reinforcing strengths.

Begin by having an honest, constructive discussion of the evaluation feedback. What are the key issues that emerged? It can help to focus on a short list of priority improvement areas rather than an overwhelming list of minor points. For each priority area, develop an action plan that specifies what will be done, who will be responsible, and a timeline for completion. The action plan might include steps like: scheduling training or informational sessions for the board (e.g. on a complex new industry trend), adjusting board meeting agendas to allocate more time for strategic topics, revising the format or timing of board materials, changing the composition or structure of committees, or even recruiting new directors with needed skills. The plan should be concrete. For example, instead of a vague goal like “improve board–management communication,” a concrete action would be “the board will hold an executive session without management at the end of each meeting to consolidate feedback, and the Chair will meet quarterly with the CEO to relay the board’s input.”

It’s critical that someone owns each action item – whether it’s the Chair, a committee, or management – and that deadlines or review dates are set. A common pitfall is to have a great discussion of improvements but then not follow through due to lack of accountability. In fact, insufficient or vague follow-up is often cited as a reason board evaluations fail to drive change. If the board’s agreed actions remain too generic (e.g. “we should discuss strategy more often” with no specifics), then nothing will really change. To avoid this, ensure the action plan is detailed and assigned.

Document the outcomes of the evaluation in a report or memo – this often includes a summary of findings and the agreed actions. Many governance guidelines also call for the company’s annual report to disclose that a board evaluation took place and give a high-level overview of any changes or improvements resulting from it (without revealing confidential details). This transparency can build stakeholder trust by showing that the board takes self-improvement seriously.

10. Put Changes into Action and Evaluate Results

With an action plan in hand, the final step is to implement the agreed changes and then monitor their impact over time. Board improvement is an ongoing cycle, not a one-time project. The changes from the evaluation should be integrated into the board’s routines and calendars, and the board should periodically check on progress.

Start by executing the straightforward fixes: for instance, if the board decided to provide materials earlier, management and the corporate secretary can adjust the distribution schedule immediately. If new processes were adopted (such as annual strategy offsite meetings or revamped onboarding for directors), put those in motion. Some actions, like recruiting a new director or altering committee structures, may take longer but should be initiated promptly (e.g. engage a search firm or draft revised committee charters).

As changes are implemented, make their progress a regular agenda item in upcoming board or committee meetings. For example, if one action was to improve risk oversight, the risk committee or full board should, in a few months, review what steps have been taken (perhaps a new risk dashboard is now in use) and whether it’s addressing the concern. By tracking the action items at each meeting, the board maintains momentum and accountability. Some boards use a simple checklist or dashboard to monitor evaluation follow-ups – listing each action, responsible owner, and status.

It’s also advisable to evaluate the results of these changes. Over the next year, observe whether the identified problems are being resolved. If meeting effectiveness was an issue and you changed the agenda structure, are discussions now more productive? Solicit informal feedback or include a question on the next evaluation to gauge if the board feels improvement. In many cases, boards conduct a brief mid-year review or checkpoint to assess progress on the action plan, rather than waiting a full year. This can be an agenda discussion led by the chair: “At mid-year, how are we doing on the changes we committed to after our last evaluation?”

By continuously monitoring and measuring the outcomes, the board ensures that the evaluation actually leads to tangible improvement. This step closes the feedback loop and also sets the stage for the next evaluation. Each annual cycle of evaluate → act → re-evaluate should ideally raise the board’s performance and address new challenges as they arise. Over time, this habit of implementing changes and checking results fosters a culture of continuous improvement in the boardroom.

Our take

By using the above steps as a guide, boards can proactively address issues and capitalise on opportunities to improve their performance. The action plan serves as a roadmap for making necessary changes, while ongoing monitoring allows for adjustments to be made as needed.

This approach not only enhances board effectiveness but also fosters a culture of continuous improvement within the organisation. Ultimately, a well-executed board performance review can lead to better decision-making, increased accountability and overall success for the organisation.

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FAQ

What is a board performance review?

A board performance review is a structured process designed to assess how effectively a board of directors is fulfilling its duties. It goes beyond a simple checklist exercise and examines key aspects such as:

• Governance and oversight – How well the board discharges its fiduciary responsibilities, including compliance, risk management, and accountability.

• Strategic contribution – The extent to which the board shapes, challenges, and supports the organisation’s long-term direction.

• Boardroom dynamics – The quality of relationships between directors, the chair, and management, including whether discussions are open, constructive, and balanced.

• Skills and composition – Whether the board has the right mix of expertise, diversity, and perspectives to meet present and future challenges.

The aim is to identify both strengths and areas for development, enabling the board to adjust its practices and ensure continued alignment with organisational goals, stakeholder expectations, and recognised governance standards. In many jurisdictions, such as under the UK Corporate Governance Code, annual board evaluations are now a best practice expectation.

Who reviews the performance of the board of directors?

Board evaluations can be carried out in different ways depending on the size, maturity, and culture of the organisation. Typically, a combination of the following approaches ensures a balanced and objective assessment:

• Self-assessment: Directors evaluate the board as a whole, and sometimes their own contributions, through structured questionnaires. This encourages reflection but may lack objectivity if conducted in isolation.

• Peer evaluation: Directors provide feedback on one another’s performance. When done confidentially and constructively, this can shed light on interpersonal dynamics, participation, and preparedness.

• External facilitation: Independent consultants or digital platforms, such as BoardClic, bring neutrality and benchmarking capabilities. External perspectives help ensure candour, add credibility with stakeholders, and allow comparison with peer organisations.

• Board committees: Oversight of the evaluation is often delegated to the governance or nominating committee, which ensures the process is systematic, fair, and aligned with organisational needs.

By blending these approaches, boards are more likely to receive comprehensive and honest feedback. Crucially, independence—whether through external facilitation or technology—helps directors feel secure that their input is confidential and valued.

Why are board performance reviews important?

Regular evaluations are not merely compliance exercises; they are tools for continuous improvement. A well-run review allows the board to:

• Clarify roles and responsibilities to avoid overlaps or gaps in governance.

• Enhance meeting effectiveness and focus time on strategic issues rather than routine reporting.

• Identify skill gaps and inform succession planning for both board members and senior leadership.

• Strengthen trust between the board, management, and stakeholders.

• Demonstrate accountability and transparency to investors, regulators, and the wider community.

Ultimately, evaluations foster a culture of learning and adaptation within the boardroom. In a fast-changing environment, this agility is essential for effective governance.

How does BoardClic support board evaluations?

BoardClic provides a digital evaluation platform that helps boards move beyond traditional, paper-based surveys. Through its technology, boards can:

• Conduct comprehensive assessments across governance, effectiveness, alignment, and composition.

• Benchmark results against over 2,000 board reviews across industries and geographies, offering an objective view of performance.

• Track progress over time, ensuring that improvements are monitored and embedded into board practices.

• Safeguard confidentiality and anonymity, which encourages directors to provide candid and honest feedback.

This approach blends efficiency with rigour. Boards benefit from actionable insights, trend analysis, and external comparisons that elevate discussions from anecdotal observations to data-driven improvement.

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