DETERMINATION OF SCOPE
As part of the scoping process, we will work closely with you to ensure we meet the specific needs of your organisation and address those areas that you believe require focus and attention.
The key variables we will consider as part of the scoping process include:
| The size and complexity of the organisation, including whether it forms part of a wider group structure. |
| The regulatory obligations of the organisation, including whether one or more Codes of Practice apply to, or have been adopted by, the organisation. |
| The number of Board Members. |
| The number of Board Committees (if applicable). |
| Whether members of the Senior Executive Team and/or other Key Stakeholders shall participate in the engagement i.e., take part in the activities outlined below. |
The collation and analysis of information and materials during a Board Performance Review can facilitate a wider governance review of the organisation. As part of the scoping exercise, you may choose to extend the scope of the engagement to encompass such matters as:
| Board Committee and Executive Committee performance. |
| The organisation's broader governance arrangements and structures as compared to the relevant corporate governance codes of practice, good governance principles, and best practices. |
| The skills and competencies of the current Board versus requirements. |
| The design and documentation of Board and Executive Succession Plans. |
APPROACH AND METHODOLOGY
In conducting our Board Performance Review, you can expect us to perform the following activities as part of the engagement:
| Issue a detailed questionnaire to all Board Members, the Company Secretary and other relevant Stakeholders. |
| Conduct one-on-one discussions with all Board Members. |
| Review of a sample of meeting minutes and materials covering the prior 12 month period. |
| Review of the key governing documents of the organisation, including but not limited to the Business Plan, Governance Manual, Terms of Reference and relevant Policies. |
| Observe a Board Meeting. |
| Observe a Committee Meeting, if applicable. |
KEY PARTICIPANTS
As part of the Board Performance Review, we shall seek the insights and opinions of both those individuals appointed to the Board and those who play a key role in the organisation's governance arrangements.
The typical participants in a Board Performance Review include:
| All Board Members, particularly the Board and Committee Chairpersons. |
| The Company Secretary. |
| The Chief Executive Officer, if applicable. |
| Any other key stakeholder who supports the governance arrangements of the Board and organisation. |
KEY OUTPUTS
On completion of a Board Performance Review, you can expect to receive a holistic report covering the aspects of Board Governance in scope. Our report will provide practical, actionable findings, recommendations, and observations designed to improve or enhance one or more elements of the board's performance and effectiveness.
At the end of the Board Performance Review, you can expect to receive:
| Anonymised Feedback & Views on the performance of the Board, and its Committees where relevant. |
| An objective review of the performance of the Board Chair, and Committee Chair(s) where relevant. |
| Peer & Industry Insights. |
| Independent Recommendations & Observations. |
NEXT STEPS
Each recommendation and observation identified by the Board Performance Review should be discussed by the Board to determine the most appropriate corrective actions to be taken, the action owner, and the timeline for implementation.
To complete the process, the Board should ensure that there are appropriate mechanisms in place to track the progress of corrective actions through to completion.
In addition, Arthur Cox will follow up with the Board approximately 12 months post the review to provide support and additional guidance, as needed.
This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.
