As we close the chapter on 2021 and enter a new year, it is natural to reflect on many aspects of life – both professional and personal. We must consider what has changed, for better or worse, what we can learn, and what we can leave behind. A review of what has gone before is always important to be able to think about what needs to come ahead in the future.
It therefore feels very apt that the theme for this edition is the importance and role of Board Reviews. We are delighted to talk to Chair and Non-Executive Director Larissa Joy OBE to consider how Board Reviews can help to assess the overall functionality and cohesiveness of a Board, its ability to transition and remain relevant and effective. As the COVID-19 pandemic continues to throw up challenges across many aspects of working life, Larissa highlights why it is so important to continue to learn, by reviewing and reshaping as necessary.
Larissa’s Executive and Non-Executive careers traverse the public, private, not-for profit and employee-owned communities. She is currently Chair of the Foundling Museum, Social Business Trust and Co-Chair of Thrive at Five, as well as Chair of Hawkins Brown Architects. She is a Non-Executive Director of Charles Russell Speechlys LLP, Helpforce, and Saxton Bampfylde.
How important is the Board Review process for an organisation?
If there is one thing that COVID has thrown into sharp relief, it is that organisations can and must adapt, demonstrate agility, and think deeply about how they are able to evolve and thrive in response to a dynamic external environment. In this context, Boards have also had to take stock; to ask themselves – are we match-fit to ensure that our organisation can navigate its way through these challenges and to stay relevant, current and competitive?
In this rapidly changing external environment, a thoughtful, well-planned Board Review provides some welcome ‘circuit-breaker’ time: a time to hit the temporary ‘pause’ button and reflect on whether the composition of the Board still fulfils the needs of the organisation; whether there is the right level and mix of contribution from individuals; whether the energy levels – individually and collectively – are there; how effectively the Board mix and dynamic is working and how effective the Board is at supporting and challenging the Executives.
Particularly for the Chair, Senior Independent Director (SID) or Head of Nominations Committee, the change of pace brought about by COVID and the shifts and pivots that organisations have had to navigate provide a perfect opportunity to reflect. Professional help and support with a Board Review can offer an independent and objective perspective, and help to facilitate (sometimes delicate) discussions and review recommendations and actions. I think this is a healthy discipline and I really believe that reflecting on this regularly is a fundamental part of good governance.
“COVID has thrown into sharp relief that organisations can and must adapt… Boards have also had to take stock; to ask themselves – are we match-fit to ensure that our organisation can navigate its way through these challenges and to stay relevant, current and competitive?”
Are Board Reviews given enough time and credibility in your experience?
Sometimes the urgent overshadows the important. But in many cases the formal Board Review will be a natural bedfellow with ongoing dialogue between Chairs and Boards and the Executive, rather than a self-contained, one-off, standalone exercise. So I think that it’s important that a Board Review is not seen as the only time for these reflective discussions. As you’d expect, it is often about the quality of the discussions during the Review process and how well-prepared individuals are.
However, not everyone travels at the same pace and having an external partner to support and drive the pace will make sure the Board Review continues to have priority and energy alongside the ongoing Board business and agenda. In certain sectors there is strong regulatory guidance to conduct Reviews with a specific degree of regularity, and even in some cases that guidance requires externally facilitated Review at times.
But in my experience, the annual cycle does often feel as if it comes around fairly quickly. Maybe that is just me getting older! Everyone’s time is precious, so the time that colleagues spend on a Review should be well-planned. The stimulus materials should be built thoughtfully to really help support an effective discussion and bring out the central issues – as far away from a tick-box exercise as is possible. Preparation on both sides of the dialogue between the Chair and Board member colleagues is key to underpin a high-quality conversation. I believe it is helpful to ensure some level of regularity in that review and reflection. I aim to do an annual reflection exercise with the Boards which I chair, undertaking one to ones which enable us to draw out group-wide themes. I believe this helps us all understand each other’s views. In one organisation I chair, I focus every two years on a full Board Effectiveness Review, with intervening years having a greater focus on the individuals’ contributions. However, I must admit that the pandemic has tended to disrupt the timetable a little in some cases.
A high-quality Board Review will leave everybody feeling that it has been managed well and been navigated delicately. Everyone should ideally feel it is a positive process, that they’ve learned something from it and that the feedback and salient points are shared with the whole Board and the Executive. If considered to be a tick- box exercise or lip-service it can lose credibility. This is why it can be really helpful to have an expert, with an external voice, to bring some element of benchmarking, even if informal, and to be a sounding board to support the Chair.
A Chair may have in their mind that some changes are required and that may not always be the view shared by colleagues, so in cases like this, having a good Vice Chair or SID can be invaluable; to challenge constructively and positively – it can feel really quite lonely doing all of that as one individual.
If Board Reviews should not be box ticking exercises, what are the critical factors/outcomes that a Chair must address when conducting one? Do these vary depending on the sector?
The first step of a Board Review is to ensure that there is a solid understanding of the skills and experiences which already exist within the Board. Sometimes it’s easy to forget that this is not static – Board members acquire new skills, take on new roles and their experiences develop – it’s quite dynamic. I have always found the process of capturing this effectively fascinating, but it does take a lot of time, and is rarely captured usefully in the tick-box column that lists out skill headings such as ‘strategy’, ‘legal’ and ‘ communications’, for example. Through dialogue, you begin to develop a critical understanding of where the gaps lie and a clear view of what is needed additionally on the Board.
“A clear route for colleagues to raise concerns or points of feedback to the Chair about his or her performance or style if they need to – a genuine openness to hear this is important for the Board dynamic and good governance.”
Beyond this, the Review can be used to question and evaluate board dynamics: how well do members feel they can contribute?; do certain personalities dominate?; are members properly heard?; how effective is the Board at supporting and constructively challenging the Executives?; how does information flow between the Board and Executive and within the Board and its committees?; how does the Board balance long and short term interests of its key shareholders and stakeholders?. And crucially, a Review can highlight whether the Board is applying the right level of scrutiny and challenge, holding itself and the Executive to account. In essence it should identify if the Board is being effective and to what extent the members, individually and collectively, are performing at their best, what are the areas for improvement and how can these be addressed.
As a Chair, I use the Board Reviews to understand the extent to which Board colleagues feel that their skills and experience are being fully utilised. This can be missed, particularly in a board that is larger in size, unless that dialogue happens on a fairly regular basis. And also, crucially, individuals can bring skills and experience from their past roles and backgrounds that doesn’t always ‘show up’ fully around the formal Board table, so a Review is a good opportunity to tease out these areas.
I also use the Review as an opportunity to ask for feedback about how I am chairing the Board and make sure there is a clear and open invitation for colleagues to speak to someone other than me about that if they wish. There needs to be some clear route for colleagues to raise concerns or points of feedback to the Chair about his or her performance or style if they need to – a genuine openness to hear this is important for the Board dynamic and good governance.
With regards to whether a Review varies depending on the sector, I do think that the critical factors or outcomes of Board Reviews are fairly sector-agnostic. I think it is more about whoever is leading the Review taking the time up front to craft its scope for that specific organisation, at that particular point in its journey and development. It should be moulded to fit the particularly critical strategic challenges faced by an organisation. That might be about changing the Board line up in response to a leadership change; it could be about clarifying the governance structure and delegation of responsibilities; dealing with the gradual or sudden transition of a Founder-owner; ensuring increased and improved diversity; recognising and dealing, constructively, with dominant or disruptive influences of personalities.
“A good Board Review should be thoughtful, designed specifically for the organisation depending on its stage of development and be as transparent and open as possible – it should be neither an exercise in tick-box nor a black box.”
It is also really important that a Board Review considers the correct balance of the Executive and Non-Executive roles. That was particularly felt through COVID, where there was a real urgency, and in some cases, emergency situations where Boards found themselves leaning in, by necessity. Leaning in, in a crisis, is one thing. But the leaning out element is, in my view, equally important.
A good Board Review should be thoughtful, designed specifically for the organisation depending on its stage of development and be as transparent and open as possible – so it should be neither an exercise in tick-box nor a black box. Ideally it should be as much forward-looking as looking retrospectively. The real power of a thoughtful well-designed Board Review is in improvement and development.
In what way can Board Reviews benefit the Executive team of an organisation?
I find the dynamic between the Board and the Executive fascinating as a topic. The pandemic shone an even greater spotlight on this. This was illustrated in a comment that I heard from a CEO recently: “It’s not always as helpful as you might imagine to have lots of helpful people trying to be helpful when you are in a crisis.” I think that is a very interesting point and makes the Board Review a really good chance to reflect on where that balance resides in a crisis. A governance-style review can help an organisation gain clarity and agree on a delegation matrix and align on where the decision-making sits between the Executive and Non-Executive members.
A Board Review provides the opportunity for the Executive to contribute to the dialogue and ask the questions: Are we using the skills of our Board members to the appropriate extent? Does the Board provide the right level of scrutiny and challenge? If not, what are the barriers?
A good Board Review will, in my view, incorporate the views of the senior Executives – or at least the CEO – so they feel invested in the process and are able to feed in their thoughts and suggestions on how they feel the Board is performing. It can also be useful to highlight to the Executive the range of skills and capabilities to hand on the Board. This is also particularly important in times when people haven’t been always able to meet each other, have those less formal conversations and work out who they can collaborate with and how. The Board Review in this context can open up greater opportunity for discussion, support and networks.
Does the ownership structure of an organisation play a part in how or when its Board Review should be undertaken?
The UK Corporate Governance Code states that listed companies should include in their annual report information about how the board evaluation has been conducted and the outcomes of the evaluation and the actions taken, including how the evaluation has or will influence board composition. Where the Board Review is externally facilitated, there are additional disclosure requirements.
The Chartered Governance Institute conducted a review for the UK Department of Business, Energy and Industrial Strategy in 2021 of the way in which independent Board evaluations happen in the listed sector in the UK. I think whether listed or otherwise, shareholders and stakeholders need as many effective ways they can find to gain assurance and improve transparency on Board performance, as a part of good governance. Following the Review, the Institute published good practice guidance and principles focusing on the 4 key areas of competence and capacity; independence and integrity; client engagements and client disclosure.
In the private company arena, specific inflection points can often be the catalyst for a Board Review, such as significant changes in ownership structure – for example moving from an LLP to an employee ownership trust or a founder-owner transition.
And in the charities and not-for-profit space, a Board Review might accompany a change in strategy, the arrival of a new Chair or Chief Executive. The Recommended Practice set out in the Charity Governance Code states that the Board should review its own performance and that of individual trustees annually, with an external evaluation recommended every three years. The evaluation should typically consider the Board’s balance of skills, experience and knowledge, its diversity, how the board works together and other factors.
Are Board Reviews more effective when carried out at times of organisational transition?
I certainly think a transition of some kind – whether that is key people, or groups of people reaching the end of their Board term; a change in CEO or Chair; a change in external environment; the competitive landscape; or a new governance structure – can all be catalysts for a Board Review.
However, I believe the value of Board Review comes from its regularity, developing an understanding of how things improve and change over time. The opportunity to ‘take the temperature’ – whether through Board Review or ongoing dialogue – is an important part of the board rhythm.
If a Board Review is only ever carried out in some sort of emergency or change situation it misses the opportunity to leverage the assets that the organisation has at its heart. I view that as one of the critical advantages of doing a Board Review – making sure that an organisation leverages its unleveraged assets – an opportunity to take stock, reflect and make purposeful adjustments in a transparent way.
“The value of Board Review comes from its regularity, developing an understanding of how things improve and change over time. If a Board Review is only ever carried out in some sort of emergency or change situation it misses the opportunity to leverage the assets that the organisation has at its heart.”
How can meaningful value be derived from a Board Review? What does this look like or translate to?
A Board Review definitely brings an increased consciousness of where the gaps are on the Board and the opportunity to bring in additional skills as the organisation changes and evolves. This is often an exciting process for existing Board members where new Board colleagues bring skills, perspectives, backgrounds and experience that are genuinely additive and can help change the conversation, diversity and focus to some degree. I think that is really motivating for many Board members as part of a Review.
The outcomes of Board Reviews should always be practical and meaningful but are often a mix of low hanging fruit that can be fixed quite quickly and longer-term strategic shifts. In the short term it might be for example that a Chair decides to make changes to the way Board meetings are run, to recommend the formation of a new or adjusted Board committee; or introduce an annual programme of 1:1 catch ups between board members and the Chair. Or to identify what sort of support, training or skills development would be helpful enable each Board member to perform at their highest potential.
In the longer term a good Board Review is fairly porous around the edges and encourages the Chair, the Board and the senior team to reflect on the organisational strategy and progress. In one organisation which I chair, the in-depth, very high quality conversations with the Board members and Executive during the Board Review have resulted in the Board deciding to bring forward a strategic organisational review, which, in normal circumstances, would not have been due until 2023. That has been a very positive outcome.
How can the Chair ensure the views and voice of customers or stakeholders are visible and included within a Board Review?
It’s very, very important as part of the Board Review to listen to a diverse range of voices, and of course there are many organisations where key stakeholders – for example investors, customers, owners, staff members are represented on the Board as a matter of constitutional governance. On other Boards where clients or customers are not specifically represented, I haven’t recently been out to elicit external client or customer feedback on Board performance when I’m doing a Review, considering this to be more part of the key client feedback programme.
I think it’s always a very healthy thing to bring the client and the customer perspective into the Board agenda, as a part of the ongoing business. It is an interesting idea to consider more appropriate ways to bring the voice of customers or stakeholders into the Board Review.
Has the wider adoption of technology-facilitated meetings changed the approach to Board Reviews?
I think a Board Review done well is a pretty intimate process. Before we were e-meeting-dominant, those conversations tended to be on the telephone or in person. But I’ve been constantly amazed and comforted by the ability of technology to step in where the face-to-face element has been impossible due to COVID. We have seen a significant increase in the quality and choice of the technology platforms in the last 24 months and are using technology in our lives in ways that we would never have imagined even five years ago. For example, hiring new Board members using professional support without face-to-face physical meetings. I think an open and thoughtful conversation can be had just as well on Zoom or Teams and I think it would still be possible to conduct an effective Board Review – at least with board members who are relatively well-known to you – without the opportunity for face-to-face meetings.
“I’ve been constantly amazed and comforted by the ability of technology to step in where the face-to-face element has been impossible due to COVID.”
Perhaps one area where there could be challenges is when an external advisor wishes to observe a Board or Committee meeting as part of the Board Review. If that meeting is hosted online it is sometimes difficult to pick up the non-verbal cues, dynamics between people, the body language, eye contact and the way that people listen and the way they react to each other when physically in the same space. However, as we move forward, more meetings are likely to be online and/or hybrid and we’ll be borrowing heavily from the techniques we’ve all used for international meetings for some years now.
Saxton Bampfylde Board Advisory
Based on years of experience in appointing and assessing senior executives and non-executives Board member of organisations of all sizes and shapes Saxton Bampfylde has developed a strong understanding of what makes for effective Boards. Our experience of selecting the right person to sit around a board table can be equally applied to the Board as a group in thinking about how their collective capabilities, mindset and behaviours play equally important roles in ensuring they are the right group for the organisation they serve.
Our team can help advise with:
- Board Reviews
- Values and dynamics alignment
- Coaching for aspiring and new Non-Executives