Reading edition
Rethinking the Board Review
Have board reviews become just a box-ticking exercise?
A public inquiry example
Carillion reviewed its board annually. Its final annual report described the board as ‘highly effective’ and identified strategic oversight as a strength. After the company entered liquidation, MPs found that its non-executives struggled to give any convincing examples of their impact.
Seven areas a review should examine
1. Strategic thinking and industry understanding
How could competition, customer behaviour, technology and regulation change the economics of this industry? We ask how directors weigh those forces alongside global trends when assessing demand, the business model and investment priorities. What would make today’s strategy the wrong choice, and how would directors spot it early?
2. Knowledge of AI and emerging technologies
Technologies such as generative AI have enormous potential, high risks, and significant ethical implications. Does the board have sufficient knowledge to effectively assess investments? How does the board achieve the right balance between encouraging the adoption of new technologies and weighing their ethical implications, while ensuring visibility of usage and risks?
3. Critical thinking and evidence-led practice
When a proposal is presented as ‘best practice’, what makes it best for this organisation? We look at whether directors question the assumptions behind familiar models, consider plausible alternatives and revise their views when the evidence changes. We examine how directors judge the quality of research behind HR claims about culture, engagement and performance.
4. Building capability and resilience
We review the succession planning and ask how the board supports the identification and development of talent beyond the senior leadership team. Given the emotional and financial cost of repeated restructures we explore how the board monitors the resilience of the organisation.
5. Power dynamics, cognitive diversity & meeting effectiveness
Board effectiveness depends less on who sits around the table than on how the board thinks together. Rather than relying on skills matrices or personality tools, we measure cognitive diversity behaviourally across three to five major decisions.
6. Use of insight from customers, suppliers & employees
A stage-managed site visit shows directors what management wants them to see. How do they find out why customers leave, what frustrates suppliers and which rules frontline staff work around? What did they learn first-hand that the board pack missed, and how did it shape a decision?
7. Adaptability of board structures and committees
As the landscape changes, does the board review the governance structures, make adaptations and test new ideas to improve governance effectiveness?
How the assessment works
Meeting observation, confidential interviews, conversations with the people who did the work, and checking decisions against the papers. The board receives an independent judgement and the evidence behind the recommendations. Directors choose the actions, owners and review dates. The annual-report account explains how the review was conducted, its principal board-level findings and the collective actions agreed.
Independence
We undertake reviews only where we have no audit, advisory or executive-search relationship with the organisation being assessed. We disclose and address other conflicts as they arise. We comply with the Chartered Governance Institute UK & Ireland’s Code of Practice for board reviewers.