A board skills matrix is a strategic tool used by boards of directors to assess and visualise the collective skills, expertise and attributes of the board. It typically takes the form of a chart or table that lists the key skills needed for effective oversight of the organisation and maps those skills against each board member’s qualifications. The goal is to provide a clear snapshot of the board’s capabilities and to identify any gaps in expertise that may need to be filled. In essence, the board skills matrix ensures that the board as a whole has a well-rounded combination of competencies aligned with the organisation’s strategic objectives.
Why use a board skills matrix? At its core, a board skills matrix helps answer whether the board has the right mix of talent to govern effectively. By laying out who brings what to the table, it becomes easier to see if the board is balanced or if it’s, figuratively speaking, “an orchestra full of violins” with everyone having the same background. High-performing boards intentionally recruit directors with diverse skills, perspectives, and experiences, and the skills matrix is a tool for understanding the strengths the current board members bring and where there are opportunities to diversify or strengthen the board. Many corporate governance codes worldwide now recommend or even require boards (especially of listed companies) to maintain and disclose a skills matrix.
For instance, the Australian Securities Exchange (ASX) Corporate Governance Principles state that companies should “have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve”. This emphasis reflects the widely held view that a well-composed board – one that brings different capabilities and viewpoints – enhances decision-making and overall company performance. A comprehensive skills matrix not only guides internal board development and succession planning but also signals to shareholders and stakeholders that the board is equipped to oversee the organisation’s affairs effectively.
Why a board skills matrix Is important for effective governance
A board skills matrix is more than a compliance item or a fill-in-the-blanks exercise – it’s a cornerstone of effective board governance. Ensuring the right mix of skills on the board is crucial for robust oversight and strategic guidance. Here are key reasons why a skills matrix is so important:
Identifying skills gaps and needs
By cataloguing the skills of each director against those needed by the organisation, the board can clearly see where gaps or over-concentrations exist. This encourages proactive reflection on whether the board’s collective skill set is aligned with the company’s strategy and future challenges. For example, if a company is expanding into digital business lines and the matrix shows no director with technology or cybersecurity expertise, that gap becomes immediately apparent. As a result, the board can address it through director education or recruiting a new member with that background.
Improving board recruitment and succession planning
The matrix serves as a roadmap for the nominations or governance committee when filling board vacancies. It enables systematic board composition planning, rather than relying on informal networks or chance. A well-structured matrix helps the board articulate what skills and experiences are priorities in the next director search. This leads to more objective and strategic recruitment. In practice, nomination committees often refer to the skills matrix when evaluating potential candidates, aiming to fill the gaps or augment the board’s makeup with each appointment. Over time, this keeps the board “future-fit” and able to meet emerging demands.
Driving board diversity of expertise
Effective governance requires a variety of perspectives. A skills matrix can incorporate not just professional skills but also diverse backgrounds, which ensures the board avoids groupthink. By having, for instance, a mix of financial experts, industry veterans, technology innovators, legal/regulatory specialists, and so on, the board is better equipped to consider issues from multiple angles. Research consistently shows that boards with diverse expertise and perspectives make more informed decisions and achieve better outcomes. The matrix makes these diversity factors (of skill, experience, and even demographics) explicit. In some jurisdictions, regulators and investors expect to see both skill diversity and other diversity metrics; a skills matrix can be used to communicate this at a glance.
Enhancing transparency and stakeholder confidence
Publishing a summary of the board’s skills matrix – or referencing it in governance reporting – is increasingly recognised as best practice among public companies. It signals to shareholders that the board has the necessary expertise to oversee the key risks and opportunities facing the business. Many listed companies now include their board skills matrix in the annual report or governance statement, offering investors a clear view of how well-equipped the board is to guide the organisation. This level of transparency helps build stakeholder trust by demonstrating a commitment to good governance and honest self-assessment.
Guiding board development and evaluation
A skills matrix isn’t just for recruiting outsiders; it’s also a valuable tool for developing the sitting directors. By highlighting areas where the board’s collective knowledge is thinner, it points to topics where additional training or education may be warranted. Boards can organise development sessions (e.g. on ESG issues or digital strategy) to strengthen those weaker areas. The company secretary or governance professional often uses the matrix to help plan ongoing education for the board, effectively “training the trainers,” so that directors can improve in areas where gaps exist. In board evaluations, the matrix provides an objective framework to discuss whether the board’s composition remains fit for purpose as the company evolves.
In summary
A board skills matrix is important because it helps ensure the board has the right people with the right skills at the right time. It underpins the board’s ability to govern well, adapt to change, and drive the organisation’s success. Every board – even a high-performing one – benefits from a periodic skills matrix review to map existing skills against the skills needed now and in the future. This way, the board can continually refresh and realign itself to meet new strategic demands.
Which skills matrix categories should you use?
Every organisation will have its own specific needs, but there are several skill areas that appear frequently in board skills matrices across industries. These categories usually cover both the fundamental competencies needed for corporate governance and expertise relevant to the company’s sector or strategic priorities. Below are some of the most common skill categories and what they entail:
Financial expertise (accounting & finance)
This is almost always required on boards, as financial oversight is a core board responsibility. Financial skills include understanding financial statements, corporate finance, audit and accounting principles, budgeting, and capital markets. Directors with CPA backgrounds, CFO experience, or strong financial literacy ensure that the board can interpret financial reports and steward the organisation’s finances responsibly. A board without sufficient financial acumen would struggle to oversee audits, financial strategy and risk management of the company.
Strategic planning and leadership
Boards exist to provide strategic direction, so experience in strategy development and execution is highly valued. Strategic planning skills involve the ability to think long-term, set visions and goals, and evaluate strategic alternatives. Directors who have served as CEOs or in senior executive roles often bring this skill. They are adept at big-picture thinking and can contribute insights on setting corporate strategy, assessing growth opportunities, or pivoting in changing markets. Leadership experience also matters – having people who have led organisations or large teams can improve boardroom dynamics and oversight of management.
Legal and regulatory compliance
Many boards seek one or more members with a legal background or deep knowledge of the regulatory environment. These directors help the board navigate the complexities of laws and regulations affecting the organisation. Legal expertise might include understanding of corporate law, governance regulations, industry-specific laws (like healthcare or financial services regulations), and compliance best practices. Such skills ensure the board can oversee ethics and compliance programs and manage legal risk. (Note: While not every board will have an attorney, all board members share responsibility for compliance oversight, so at minimum the board might arrange training in this area if there's a gap.)
Risk management
Closely related to finance and compliance is the ability to identify and manage risks. Boards benefit from directors who are skilled in enterprise risk management, crisis management, or insurance and risk assessment. These individuals are attuned to spotting emerging risks (financial, operational, cyber, geopolitical, etc.) and ensuring the organisation has strategies to mitigate them. Risk management skill on the board supports robust audit and risk committee functioning and helps the board steer the company safely through uncertainty.
Industry knowledge and experience
Industry-specific experience is invaluable, as it grounds the board’s decisions in practical understanding of the business environment. For example, a pharmaceutical company’s board might include directors with backgrounds in biotech or healthcare, while a tech startup’s board might feature seasoned software or internet executives. Industry knowledge encompasses familiarity with the market landscape, customer base, competitors, and key success factors in that field. Such insight helps the board ask management the right questions and anticipate industry trends. However, boards also balance this with outside perspectives; a mix of industry insiders and outsiders can be healthy.
Human resources and talent management
Many boards include HR expertise, recognising that oversight of CEO succession, executive compensation and culture is a board responsibility. Directors with experience in human capital management or organisational development can guide discussions on executive hiring, performance evaluation, succession planning and workforce strategy. In an era where talent is often a critical asset, boards value insight into cultivating leadership, fostering diversity and inclusion in the workforce, and aligning compensation with performance.
Technology and cybersecurity
As businesses digitalise, technology skills on the board have become increasingly important. This could mean having directors with backgrounds in IT, digital transformation, software development, data analytics, or cybersecurity. Such expertise ensures the board can oversee tech strategy, cyber risk, and innovation initiatives. For instance, a director with cybersecurity knowledge can help the board press management on cyber defenses and incident response plans. Technology expertise on the board is especially crucial in industries undergoing digital disruption, and many boards have added tech executives or even created technology committees in recent years.
Environmental, social, and governance (ESG) expertise
ESG has emerged as a distinct and vital category of skills for modern boards. ESG expertise might include knowledge of environmental sustainability, climate change risks, social responsibility, stakeholder engagement or governance frameworks. Investors and regulators are increasingly scrutinising whether boards have competency in overseeing ESG issues (for example, climate-related risks, diversity and inclusion, or community impact). A board skills matrix often now includes ESG as a line item, and boards may seek directors with sustainability credentials or experience leading ESG programs. Companies that prioritise sustainability find that having such expertise on the board helps integrate ESG into corporate strategy and respond to stakeholder expectations.
Governance and board experience
It may sound circular, but board governance itself is a skill. Directors who are experienced in board procedures, corporate governance principles, and fiduciary duties can greatly enhance board effectiveness. These are often directors who have sat on multiple boards or have formal governance education. They understand how to run meetings, how to shape boardroom culture, and how to ensure compliance with governance regulations. Many boards include governance as a category in the matrix – ensuring at least some members are well-versed in the art of governance and can mentor newer directors in these practices.
International/geographic experience
If an organisation operates globally or plans to expand internationally, it’s useful to have directors with international business experience or knowledge of specific regions. Geographic experience is sometimes listed in skills matrices to capture this. Such directors bring insight into cross-cultural management, foreign regulations, or global market trends, which can inform the company’s international strategy.
Behavioral and soft skills
Some matrices also consider less tangible soft skills or attributes – for instance, leadership style, integrity, sound judgment, collaborative ability and communication skills. While these can be harder to quantify, they are crucial for a well-functioning board. A director might have top-notch technical expertise but poor teamwork, which can hurt board effectiveness. Thus, boards may include desired behavioral competencies (like the ability to challenge constructively, or to act with transparency and accountability) in their matrix. At a minimum, boards look for attributes such as strategic thinking, ethical integrity, and the ability to work in a group setting towards consensus, even if these are not scored in a matrix the same way as hard skills.
Additional expertise areas
Depending on the organisation, there could be other specialised categories. For example, for a company in a highly scientific field, research & development or scientific expertise might be a category. For a marketing-driven company, marketing or consumer insight might be included. Nonprofit boards might include fundraising experience as a skill. Government or public policy experience could be a category for companies in regulated sectors. The skills matrix should be tailored to what the organisation needs from its board.
It’s worth noting that a board skills matrix can also incorporate diversity characteristics (like gender, ethnicity, age range) as part of the broader picture of board composition.
Best practices for maintaining and updating a board skills matrix
Developing a board skills matrix is not a one-time project – it’s an ongoing part of governance. Best practices for maintaining and updating the matrix ensure that it continues to serve its purpose as the board and the business evolve. Here are several recommended practices:
Review and refresh regularly
The consensus among governance experts is that boards should review and update their skills matrix at least annually. An annual review (for instance, during the board’s yearly governance assessment or strategy retreat) allows the board to capture any changes in directors’ skill sets (e.g., if a director obtained a new certification or experience) and to account for any new skill needs arising from updates to the company’s strategy. Many boards schedule a skills matrix update each year as part of the nominating committee’s calendar. In addition to the annual cycle, the matrix should be updated whenever board composition changes – i.e., when a director departs or a new director joins, or if a director’s role changes. Removing a departing director’s data and adding new directors promptly will keep the matrix accurate and actionable. The matrix is only useful if it reflects the current reality of the board.
Align with strategic planning
A board’s needed skills are tied to the company’s strategic direction, which can shift over time. Best practice is to revisit the skills matrix in light of any significant change in strategy or major external trend. For example, if the company decides to enter a new market or launch a new line of business, the board might need new expertise (say, regional market knowledge or product-specific know-how). The nomination committee should ask, “Given our strategy, do we have the board capabilities to oversee it successfully?”. If not, the matrix should be adjusted to include any newly relevant skill categories, and plans should be made to acquire those skills through recruitment or development. In some jurisdictions, it’s actually codified that the nomination committee’s duties include reviewing the board’s skills composition at least annually and recommending changes to align with the company’s strategy. Keeping the matrix in sync with strategy ensures the board remains a strategic asset rather than a static body.
Assign responsibility for the matrix
Someone needs to own the process of keeping the skills matrix up to date and making sure it’s used. Typically, this falls to the nomination (Nominating and governance) committee of the board, often working closely with the company secretary or Chief Governance Officer. The company secretary usually administers the surveys/assessments, compiles the matrix document, and brings it to the committee for discussion. Industry leaders note that the company secretary is “key in developing and maintaining a board skills matrix” to help the board understand gaps and plan development. The full board, of course, should be involved in providing input and ultimately in using the matrix, but having a point person or committee ensures it doesn’t fall through the cracks. It’s also wise to document the process (in the committee charter or governance policies) – for example, stating that the nominating committee will review the structure and mix of board skills annually and maintain the matrix. This clarity of responsibility fosters accountability.
Use the matrix to drive board actions (Not just paper compliance)
A skills matrix has maximum value when it actively informs decisions, so boards should incorporate its findings into their governance processes. This means when board recruitment is underway, the skills criteria from the matrix guide the search and nominee selection. When planning board education sessions, the topics are chosen with reference to the weaknesses the matrix highlighted. If the matrix is merely updated and filed away, its benefit is lost. One best practice is to share the updated matrix with the whole board each time and dedicate time on the agenda to discuss its implications.
Keep definitions and evaluations consistent
To maintain the matrix’s integrity over time, use consistent definitions and rating methods for skills. Best practice is to have a clear description of what it means to “have” each skill (possibly even a proficiency scale) when directors assess themselves. If the board updates the criteria (say, splitting a broad category into two more specific ones), it is recommended to document that change. Consistency allows year-to-year comparisons and ensures that as new members join, they are evaluated by the same yardstick. Some boards use external facilitators or governance consultants periodically to validate the self-assessments – this can help calibrate any discrepancies (for example, different interpretations of what counts as “expertise” in cybersecurity). Regular calibration avoids the matrix becoming overly subjective or inflated.
Integrate with other board tools and policies
The skills matrix should be part of the board’s broader governance toolkit. For instance, it can be referenced in the Board Charter or Governance Guidelines which outline the desired mix of director competencies. Some boards also tie it into their board evaluation process: when assessing board performance, they consider whether the board composition (per the matrix) adequately supports the board’s effectiveness. Additionally, if the organisation has a board diversity policy, the skills matrix can be a mechanism to track progress on diversity goals (skills diversity as well as demographic diversity). Aligning the matrix with these documents and processes ensures it’s not isolated. A good example is linking the matrix to succession plans – many companies list director retirement dates or term limits in the matrix to foresee upcoming vacancies and plan the skills that will be lost and need replacement.
Stay adaptive
Finally, a key best practice is to recognise that the definition of important board skills is not static. New risks and topics emerge, and exemplary boards are agile in updating what they consider “must-have” skills. A decade ago, cybersecurity or digital transformation might not have appeared on many boards’ lists; today they do. Looking forward, boards might add categories for things like AI governance or supply chain resilience, depending on the evolving landscape. Therefore, boards should periodically ask, “Are we missing any skill category on our matrix given the world today?” and be willing to modify the matrix. This adaptability ensures the board skills matrix remains a forward-looking tool, helping the board remain equipped for the challenges of tomorrow as well as today.
In summary
Maintaining a board skills matrix is an active, ongoing practice. A well-kept matrix, reviewed regularly and used intelligently, becomes a powerful instrument for board effectiveness – it keeps the board composition aligned with the company’s needs, aids in succession planning, and reinforces a culture of continuous improvement on the board.
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Frequently asked questions about the board skills matrix
Below we address some common questions that board members and governance professionals often have about board skills matrices:
How do you create a board skills matrix?
Creating a board skills matrix involves a few clear steps.
First, outline the key skills or competencies that your board needs to effectively govern the organisation – these should stem from your company’s strategic priorities and the major areas of oversight (for example, finance, strategy, legal, industry knowledge, risk, etc.). It can be helpful to start with a template or framework (some institutes of directors provide sample skill categories) and then customise it to your context, adding any unique skills important to your business (say, digital marketing or scientific expertise).
Next, list all current board members and assess each director against those skill categories. Typically, each board member will indicate which skills they have strong experience in. This can be done through a self-assessment survey or interviews, sometimes supplemented by a discussion or evaluation from the nominations committee. You’ll be effectively populating a grid: for each director, mark which of the identified skills they possess. Some matrices keep it simple with a yes/no presence of skill, while others use proficiency levels (e.g., 1 = basic, 3 = expert) to show intensity of experience.
Once you’ve gathered the data, compile it into the matrix format (usually a table). Each row might be a skill area and each column a director (or vice versa). Fill the table with the results of the assessments – for example, check marks indicating Director A has Skill X and Skill Y, Director B has Skill Y and Z, and so on.
A simpler way is to use the BoardClic Skills Matrix, which has all of these features built into it. You can also add your own competencies at any point in time.
What should be included in a board skills matrix?
A board skills matrix typically includes several key components:
Skill/competency categories: A list of the specific skills, expertise areas, or attributes that are considered important. These could be technical skills (like financial literacy, legal knowledge, industry expertise) as well as softer skills or demographics (leadership experience, international exposure, etc.). Essentially, these are the rows or columns (depending on layout) that the matrix is tracking.
Board member names: The names of each director (or sometimes anonymised identifiers for public versions) along the opposite axis of the grid. Each director will be assessed against each skill category.
Indicators of skill possession or proficiency: The matrix should clearly show whether each board member has each skill, and optionally to what degree. For a simple matrix, a check mark or “X” in the intersecting cell can denote that the director has that competency. More advanced matrices might use a rating scale or level (e.g., 1 to 5, or “Basic/Intermediate/Advanced”) to indicate proficiency. The choice often depends on how detailed the board wants to be and how it will use the information.
Descriptions/definitions (optional): It’s good practice to include a brief description or definition for each skill category (either within the matrix document or as an accompanying glossary). For example, if one category is “strategic planning,” the matrix might footnote what that means (e.g., “experience in developing and executing organisational strategy”) so that all directors assess themselves against a common understanding. Clear definitions prevent confusion and ensure consistency.
Summaries or counts: In many cases, especially for reporting or disclosure, the matrix or a summary of it will note how many directors possess each skill. For instance, it might say “Financial Expertise – 3 directors” or show that count in the table. This provides a high-level view of the board’s composition. Some matrices also highlight if a skill is missing entirely on the board.
Other attributes (if included): Some boards broaden the matrix to include attributes like gender, tenure, age range, geographic background, etc., to have a one-stop view of the board’s diversity and profile. In the context of skills matrix, these are secondary, but they can be included especially if the board is tracking diversity goals alongside skills.
In essence, a board skills matrix should include what the skills are, who on the board has them, and an indication of coverage level. The format can vary: some use a simple spreadsheet, others present it as a colorful infographic. But as long as it clearly communicates the board’s collective skill set and gaps, and is easily interpretable by its users (the board and relevant stakeholders), it’s doing its job. Remember that brevity and clarity help – so include enough information to be meaningful (names, skills, marks, maybe counts or levels), but avoid so much complexity that the matrix becomes difficult to read.
How often should a board skills matrix be reviewed or updated?
A board skills matrix should be reviewed and updated regularly. The general recommendation is to revisit it at least once or twice a year. Many boards incorporate an annual update as part of their governance calendar – for example, in conjunction with the annual board self-evaluation or when preparing the proxy/annual report for shareholders. Regular annual reviews ensure that any developments in the past year (new directors joining, directors departing, or current directors gaining new experience) are captured. It’s common for skills matrices to be updated after a round of board evaluations or ahead of recruiting a new director, to take a fresh measure of where the board stands.
Beyond the annual check-in, the matrix should also be updated whenever there are significant changes. This includes changes in board composition – whenever a director leaves or a new one is appointed, the matrix needs to reflect that immediately (the new director should be assessed and added). Additionally, if the company’s strategy or the external environment shifts in a way that introduces new oversight needs, the board might add a new skill category to the matrix and evaluate itself against it in between regular cycles. For instance, if new cybersecurity regulations are introduced, the board might decide mid-year to add “Cybersecurity Expertise” to its matrix if it wasn’t there and then identify who covers it.
From a process standpoint, many nomination committees will formally examine the matrix annually and report to the board on any gaps along with plans to address them. In some regulatory regimes (like stock exchange governance codes), there’s an expectation that this is done at least annually. Of course, if a board is in a rapid growth or change phase, they might look at it more frequently – some might do a quick update prior to every major director recruitment decision, even if that’s multiple times a year.
In summary, at minimum, review your board skills matrix yearly, and additionally whenever there’s a notable change in the board or the skills required. Regular updates keep the matrix actionable and aligned with reality. An outdated matrix (even a year out of date) can be misleading, so it’s worth keeping it current as a living document in the board’s governance toolkit.
Who is responsible for maintaining the board skills matrix?
Responsibility for the board skills matrix usually lies with a combination of the board (especially the nominating/governance committee) and the company’s governance professional staff. In practice, the board as a whole “owns” the composition and should be involved in discussing skills needs, but the mechanics of developing and maintaining the matrix are often spearheaded by the nomination committee, supported by the company secretary or similar role.
The nomination committee (or sometimes called the governance committee) typically has oversight of board composition matters. Many formal charters for such committees explicitly include duties like “reviewing the structure, size and composition of the board (including skills, knowledge, experience) at least annually and assisting the board in maintaining a board skills matrix”. This means this committee will usually initiate the skills assessment process, evaluate the outcomes, and recommend any actions (such as recruiting a new director to fill a gap) to the full board.
The company secretary or chief governance officer often plays a pivotal role in the administration. Governance experts note that the company secretary is key in developing and keeping the board skills matrix up to date. Typically, the company secretary will organise the self-assessment process (sending out the skills survey to directors), compile the matrix data, and perhaps draft the initial analysis for the Nomination Committee’s review. They are also likely to ensure the matrix is updated as directors come and go, and that it’s available for reference during board evaluations or recruitment.
In some organisations, particularly smaller ones, the task might fall simply to the board chair or a designated lead director to coordinate the skills matrix. However, best practice distributes it so that management (through the company secretary’s office) handles the legwork, while the board committee provides direction and oversight.
It’s also worth mentioning that all board members should be engaged in the process to some extent – each director needs to contribute honest information about their own skills. And ultimately, the full board should discuss the matrix findings. But the maintenance (ensuring it’s regularly updated and used) is typically anchored by the nominating committee. Collaboration with management may occur in the sense that management can provide input on strategic skill needs or even participate in skills assessments (some companies include senior executives in a similar skills matrix to align board and management capabilities). Yet, the board’s skills matrix is fundamentally a board document, so maintaining it is a board responsibility carried out with administrative support from the governance team.
If you’d like to understand how the BoardClic’s Skills Matrix can improve effectiveness and efficiency, learn more here or try our free interactive demo.
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