In the ever-evolving landscape of governance, the boards that thrive aren't necessarily those with the most prestigious members or the longest tenure. Rather, they are the boards that continuously look inward, reflect, and improve. That's where board evaluations come in. More than just administrative exercises or compliance obligations, when done thoughtfully, they can be transformational, leading to better decisions, stronger relationships, and a high functioning board that's capable of fulfilling its mandate.
The Case for Self-Assessment
A board evaluation is a structured process for assessing how well the board is performing—collectively, in committees, and as individual directors. When designed well, it helps directors step back and take a critical look at how effectively they are fulfilling their governance role.
Many boards are composed of volunteer directors with diverse backgrounds, deep knowledge, and personal commitment, but who may not always have formal governance expertise. Evaluations ensure that directors remain aligned with the evolving needs of the organization and the stakeholders they serve. They provide a mechanism for assessing whether the board is focused on the right strategic priorities, engaging in meaningful oversight, and supporting management in ways that add value.
Most importantly, they offer a moment to pause, reflect, and recalibrate—something every high-performing board builds into its governance cycle.
Why Governance Requires Ongoing Attention
Effective governance is a force multiplier. Strong boards lead to stronger organizations. But good governance doesn't happen by accident. It requires intentional reflection and active stewardship. Effective boards understand that their role is not just to show up at meetings and pass resolutions—it's to set direction, ensure accountability, and shape the culture of the organization.
Board evaluations create the space to ask fundamental, strategic questions: Are we focusing on the right things? Are we aligned with our mission and strategy? Are we using the full potential of our board's skills and perspectives? How are we making decisions? How inclusive and respectful are our board discussions? Are we supporting management in a way that strengthens, not blurs, the line between governance and operations? Are we keeping the long view in mind as we make short-term decisions?
Without regular self-assessment, boards risk becoming stagnant, reactive, or disconnected from the stakeholders they serve. Evaluations also provide an important mechanism for surfacing tough issues before they become bigger problems. When done well, evaluations create a safe space for directors to voice concerns, raise questions about board dynamics, and propose improvements that can elevate the board's overall effectiveness.
Creating a Culture of Accountability
Perhaps the most powerful benefit of board evaluations is that they foster a culture of accountability for the organization that starts at the top. Boards often hold management accountable, but who holds the board accountable? A process of regular evaluation sends a clear message that the board holds itself to high standards, too.
Accountability is not just about compliance. It's about building trust with stakeholders. Public trust in organizations is fragile; board evaluations help protect and strengthen that trust. When board members know they'll be asked to reflect on their performance, they show up differently. They prepare more thoughtfully, engage more deeply, and contribute more meaningfully. Evaluations signal that governance matters and that the board holds itself to the same standards it expects from the rest of the organization.
Types of Evaluations and When to Use Them
There is no one-size-fits-all approach to board evaluations. Board evaluations can be conducted in many ways. The best method often depends on the size, culture, and context of the organization. What matters most is that the evaluation is meaningful, honest, and followed by action. Common approaches include:
- Annual evaluations: These can be board-wide, committee-specific, or individual. Annual evaluations ensure feedback is timely and supports annual governance planning. Some boards may alternate between board and committee evaluations each year. Alternating between in-depth and high-level reviews from year to year is also an option.
- Use of third-party facilitators: An external governance expert can provide objectivity, credibility, and a fresh perspective. This is particularly helpful when a board is facing complex or sensitive issues, such as strategic transitions or internal conflict. However, for these to be effective, the facilitator must understand the organization's context, challenges, and objectives.
- Peer-evaluations: When approached with care, peer feedback can provide valuable insights into board dynamics and performance. But this form of evaluation can also risk damaging relationships and undermining cohesion if not supported by a strong culture of trust. Most organizations start with assessments of the board and committee as a whole, and when they develop the maturity and trust needed to avoid emotional minefields, then consider whether to proceed to individual assessments.
- Director self-assessments: Director self-evaluations encourage personal accountability and reflection. They are less likely than peer evaluations to undermine board dynamics, while helping ensure alignment between individual contributions and the board's expectations. This can be especially helpful in cases where directors serve on multiple boards or are new to governance.
- Surveys: These can allow for anonymous input and cover a broad range of topics. They are best used as a starting point and supplemented with interviews or group discussions to capture nuance and identify the root cause of issues.
- Interviews: These can be used in conjunction with surveys to provide deeper insight into the reasoning behind responses or as a stand-alone form of assessment. It is important to keep these confidential so directors may speak freely to raise their concerns. The primary downside to interviews is the time and resources required.
- Discussions: These are usually used at the board or committee level as a follow-up to another form of evaluation to identify concrete, actionable recommendations that can be tracked or measured over time. Using a discussion only format is not recommended because it can be unfocused, limit candid sharing of perspectives, and enable critical concerns to remain unaddressed or overlooked.
The Key: Follow-up and Action Planning
An evaluation is only as valuable as what the board does with it. Whichever mechanism is employed to gather inputs, the board should set aside time to interpret the results, identify priority areas, and develop an action plan. The action plan should identify the key issues to be addressed, concrete steps for improvement, who will assume responsibility, and the timeframe for implementation. Whether the outcome is governance training, recruitment strategies, editing policies, or adjusting meeting practices, taking action shows the board is committed to improvement. Importantly, action reinforces that evaluations are not about identifying and casting blame, but about building a stronger, more effective board.
Managing Risk
Some boards worry that written evaluations might become discoverable in legal proceedings. However, there are a couple of important points to keep in mind. First, the risk is significantly reduced when the board acts on the results of the evaluation. Proactive follow-up demonstrates diligence and responsiveness aligned with a director's duty of care and fiduciary responsibility to the organization. Second, evaluation records should be governed by the organization's record retention, confidentiality, and data protection policies and practices. Establishing clear guidelines in these policies ensures evaluations are treated appropriately and confidentially.
Canadian listed companies are required to disclose their board evaluation practices in their public filings. Even in the absence of such compliance obligations, keeping accurate records of evaluation processes, results, and follow up actions can be a valuable way to demonstrate accountability and leadership in any governance setting.
A Forward-Thinking Governance Mindset
Board assessments are often misunderstood as a mechanical checkbox compliance exercise or sign of weakness. In reality, regular board evaluations are a hallmark of a strong, forward-thinking board committed to excellence. Board assessments can generate a multitude of opportunities to build trust, renew purpose, add value to your organization, and lead with confidence.
When was the last time your board assessed its own performance?
For more information about board of director assessments, do not hesitate to reach out to Procido's Governance Group. We would be happy to assist in your path to stronger governance.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
