Do you know what process to use and topics to include in your board evaluation?
Review our checklist for your board evaluation below.
Your overall goal should be to create a foundation for an open discussion of how to continuously improve the work of your board. You also want to evaluate whether the board has the right composition and create a basis for discussion about planning for new competences, more aligned with company strategy.
Some of the areas to consider include:
Plan ahead, tackling issues like these at an early stage
☐ Agree on the importance of an annual evaluation, as a basis for continuous improvement
☐ Establish who is responsible for the practical execution (Company Secretary? General Counsel?).
☐ Agree who will participate in the evaluation, and how to evaluate individual members.
☐ Agree that all responses will be anonymized, for more open honest discussion of issues.
☐ Agree timing, format and partner for assisting you with the annual self-evaluation (can be as simple as executing a proven, professional online survey, with answers collected and reported by an external expert, to help ensure swift results and 100% anonymity).
☐ Choose a partner for your more in-depth third-party evaluation minimum every 3rd year (these normally include a tailor-made mix of methods with online survey, interviews of board members, personal work-style profiling and more, depending on your needs).
Consider including these topics and more, depending on the situation your board is facing
☐ The board’s composition, with focus on competences, diversity, and number of members
☐ The board’s overall contribution and results
☐ Level of cooperation within the board and between the board and executive team
☐ Quality of the chairperson’s leadership of the board
☐ The committee structure (right committees?) and the quality of the work in the committees
☐ The organization of the board’s work and the quality of the material that is submitted to the board
☐ Board members’ level of preparation for and active participation in the meetings
☐ Individual members’ contribution and results (could be carried out as an anonymous online peer assessment. These evaluations should be followed up with an annual interview between the chairman and each individual member).
After the evaluation
☐ Discuss the results with the full board of directors. Agree a concrete action plan and timing. Consider getting help from an external facilitator (such as the board evaluator) so that all board members more freely can participate in the discussions.
☐ The vice-chair / senior independent director or another board member should, on behalf of the board, provide feedback to the chair regarding quality of fulfilment of his/her role.
☐ The chairmanship or the board should discuss the evaluation with the executive team
☐ Reflect on the need for changes to the structure or composition of the board or executive team, based on the competences needed for creating long-term sustainable value to stakeholders. Based on this analysis, the board should define requirements for future board members and executive team competences, knowledge and diversity dimensions.
☐ Don’t forget to describe the evaluation procedure and the general conclusions (both strengths and development areas) in the management report, on the company’s website and at the general assembly. The chairman should account for the evaluation, including the process and general conclusions, at the general assembly prior to the election of the board of directors.
☐ Consider that the principles of the evaluation procedure should be written and at a minimum describe how the board evaluation is anchored within the full board, the evaluation’s frequency and scope, how the board will report the evaluation, as well as to what extent the board is or is not involving external assistance. Moreover, the board’s defined board evaluation procedure should be reviewed and potentially updated every year.
Download an easy-to-use PDF copy of the checklist using the form below.
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