What does a board review entail?
The stages involved in a board review are not rocket science. The difference is in how it is done. The five key stages of a typical external review are:
1. Getting started
It’s important to be clear on the review objectives, so we start by agreeing the review scope and approach with the Chairman and Company Secretary. It’s important to us that we communicate effectively with you on progress during the review and how we feed back at the end of it, so we’ll agree how we do this up front to ensure that there are no surprises.
We’ll also agree how we’ll get board members’ views – interview or questionnaire – what documents we’ll need to review, and agree a timetable and organise the administrative logistics. The key aspects, including our fee, will be set out in our engagement letter.
2. Information review
We’ll review recent board and committee papers, to understand what’s been preoccupying the board and where it spends its time. The information review will also help us to assess the quality of the information that goes to the board and the committees.
Reviewing board and committee papers before we get the views of board members and others means that the meetings with them can focus on specifics and matters of concern.
3. Getting views
We will then have one-to-one meetings with key people, including all board members and the Company Secretary. These are confidential meetings and we won’t attribute comments when we report back to the board.
In advance of the meetings, we’ll send out tailored agendas to get people thinking so we can make the most of our meetings with them. Our interviews are engaging and conversational and focus on what most concerns those we meet. We don’t rigidly follow a set of predefined questions but allow the conversation to guide us. Our focus is on questioning and listening. (Views can be obtained by questionnaire instead of through interviews – but we generally find we get better insights from interviews.)
4. Meeting observation
We’ve found that observing board and committee meetings provides a particularly good understanding of board dynamics and culture, allowing us to deliver better insights. It’s not essential to observe meetings and we’re happy to discuss with you the merits of doing so.
5. Analysis and reporting
Once we’ve undertaken our field work – information review, interviews and meeting observation – we’ll analyse what we have found. We’ll also reflect on good practice we have observed elsewhere. We’ll then follow up any matters that require it. After our analysis, we’ll discuss key findings with the Chairman and draft our report reflecting comments as appropriate. Once the report is finalised, we’ll be pleased to present our findings to the board.