Board Evaluation. Introduction. The Requirement for Board Evaluation. Further Guidance. Regulation at a Glance. Supporting Principles

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1 Board Evaluation Introduction Under the current UK Corporate Governance Code ( the Code ) FTSE350 companies are required to undertake an externally facilitated board evaluation once every three years. (Code Provision B.6.2.) The Requirement for Board Evaluation Regulation at a Glance Main Principle in section B6 of the Code states: The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors. Supporting Principles Evaluation of the board should consider the balance of skills, experience, independence and knowledge of the company on the board, its diversity, including gender, how the board works together as a unit, and other factors relevant to its effectiveness. The chairman should act on the results of the performance evaluation by recognising the strengths and addressing the weaknesses of the board and, where appropriate, proposing new members be appointed to the board or seeking the resignation of directors. Individual evaluation should aim to show whether each director continues to contribute effectively and to demonstrate commitment to the role (including commitment of time for board and committee meetings and any other duties). Further Guidance The Financial Reporting Council s March 2011 Publication entitled Guidance on Board Effectiveness provides additional guidance. It suggests that evaluation provides a powerful and valuable feedback mechanism for improving board effectiveness but that it should be bespoke boards should therefore be wary of being told that any particular evaluation process is best. It also suggests that the results should be shared with the whole board typically the evaluator will prepare a report and attend a board meeting to talk the board through it and ensure that the recommendations are understood.

2 The FRC Guidance outlines a series of areas which might be considered in external and internal evaluations as follows: The mix of skills, experience, knowledge and diversity on the board, in the context of the challenges facing the company; Clarity of, and leadership given to, the purpose, direction and values of the company; Succession and development plans; How the board works together as a unit, and the tone set by the chairman and the CEO; Key board relationships, particularly chairman/ceo, chairman/senior independent director, chairman/company secretary and executive/non-executive; Effectiveness of individual non-executive and executive directors; Clarity of the senior independent director s role; Effectiveness of board committees, and how they are connected with the main board; Quality of the general information provided on the company and its performance; Quality of papers and presentations to the board; Quality of discussions around individual proposals; Process the chairman uses to ensure sufficient debate for major decisions or contentious issues; Effectiveness of the secretariat; Clarity of decision making processes and authorities; Processes for identifying and reviewing risks; and How the board communicates with, and listens and responds to, shareholders and other stakeholders. What other issues might be covered? Some key metrics are easily quantifiable and lend themselves to a tick box approach, for example: The appropriateness and composition of the board and its committees; The effectiveness of the board process generally; and The regularity of board meetings. But there are more significant issues that warrant a more in-depth approach: How far the board is setting the tone from the top ; The board s contribution to the implementation of strategy; The board s management of major risk; and The board s contribution to the management of investor expectations. It is apparent that both quantitative and qualitative measures are needed to complete a rounded evaluation. It is also clear that good evaluations must focus on both process issues and relationship issues. Commenting on the former can be relatively straightforward, but if you are going to invite someone to comment on the latter, you will want to know what skills and experience they have in this respect.

3 How should the evaluation be carried out? There are two main methods to generate the information on which to base the evaluation questionnaires and interviews. The former are quick, cost effective and comparable. However, they can appear a little impersonal and generic. Interviews are more personal and can be tailored, but of course are more time consuming and therefore more expensive. Combining the two; using a robust questionnaire and some carefully constructed interview questions, undertaken by the company secretary or externally facilitated, offers an effective way forward. The Board should also consider who will contribute to the performance evaluation. Obviously the directors themselves will need to input, but it may be useful to also invite the views of the senior management on, for example, how well the Board are communicating and clearly translating the strategy into what is required of each individual employee. Additionally evaluators may be asked to canvass opinion, on similar topics perhaps, from some of the Company s largest shareholders. Some companies also ask evaluators to look at governance processes for example how well the Schedule of Matters for the Board and the Committee terms of reference work in practise. A fresh pair of eyes can offer useful perspectives and confirm that everything has been kept suitably up to date. The icing on the cake in the evaluation process may be for the Board to spend some time focussing on how the individuals that make up the team work together both in the normal course of events but also when board members are put under stress for example in a takeover situation. There are today a number of profiling tools that trained practitioners can employ to help take the Board to a higher level of understanding of the dynamics of the board relationships. Many boards put this on the agenda for their Away Day and invite a suitable practitioner to guide them through the process. Evaluation of the board committees It can be useful to start the evaluation of all of the committee s with a similar section that looks at (for example) induction & training, composition, committee papers, chairmanship, liaison with the main board etc. so that some comparisons can be made across all of the committees. Reference could then be made to the specific requirements of the Code for each committee. There are other guides to specific duties of particular committees available e.g. the FRC guidance for Audit Committees and the ICSA also publishes model terms of reference for Remuneration, Audit and Nominations Committees which Committees may find helpful in the evaluation process. Boards should take the annual appraisal process as the opportunity to confirm that the right committees are in place (e.g. is a separate risk committee now required) and then whether the terms of reference of the existing committees are sufficient (e.g. is there enough focus on cyber risks?)

4 Who evaluates who? The chairman should lead the board evaluation process, usually with the assistance of the company secretary. The chairman should set the scope of the review, taking into account the current needs of the business and its future plans, and take responsibility for acting on the results. The chairman of each of the board committees should take responsibility for the review of their committee. Some companies extend the externally facilitated evaluation to the board committees to get a fresh perspective on the effectiveness of their committees. Each individual director should have an annual appraisal this should typically be conducted by the person they report to, which will usually be the chairman for the NEDs and the CEO for the executives. The CEO and company secretary will typically report to the chairman and he or she will therefore be responsible for their appraisals. Code Provision B.4.2 also requires the chairman to regularly review and agree with each director their training and development needs. The senior independent director is required to a lead a review of the performance of the chairman by the nonexecutive directors, taking into account the views of the executive directors (Code Provision B.6.3). What are the key reporting requirements? Companies are required to disclose how they evaluated the performance of their board in their annual report. (Code Provision B.6.1.) Best practice includes describing in some detail the evaluation process, the issues it considered and the key areas identified for improvement in the coming year. There would also be commentary on how the areas identified for improvement last year have been actioned. The lack of such feedback is increasingly an area of concern for institutional shareholders and those who advise them. A statement is also required in the Annual Report as to whether an external facilitator has any other connection with the Company. Note that the Code does not preclude those that have a connection with the Company from acting as evaluators we believe the key point is whether the facilitation is truly external the organisation offering the evaluation services must be capable of being described in this way but may still have a connection with the Company. For example, a third party who was offering company secretarial services to the Company at the time of the evaluation could not be described in this way. A third party who was offering other services, e.g. registration, could be, although this connection would need to be disclosed. The Prism Perspective A tendering process to select an appropriate evaluator makes commercial sense. Note that institutional investors increasingly expect that once a provider has done two external evaluations, a tender for the following evaluation would be conducted.

5 The cost range for external evaluation services is wide. Whilst basic questionnaire based surveys might be obtained for 20k, the most successful occupational psychologists can charge up to 100k. It makes sense therefore to be clear on what your budget is. The externally facilitated board evaluation every three years is just one element of an ongoing process don t lose sight of the need to appraise all the board members, the committees and the board every year. Sometimes continuing to use a third party in the intervening years can help add credibility (and value) to the process. It is essential that the chairman and company secretary feel comfortable with the evaluators and are confident that the outcome of the evaluation will be confidential, will add value, and improve effectiveness, not just tick the box. Typically this is best achieved when the Chairman personally takes a lead in the process and sets a clear scope for the evaluator, recognising any underlying issues that the process can tackle. Boards should look for evaluators who are not afraid of offering constructive criticism and related suggestions for improvement. Per the FRC guidance the evaluation process should be objective and rigorous. Whilst it is tempting to shut the file and focus on new tasks after an evaluation is completed, the board need to maintain ongoing focus on delivering the agreed actions arising therefrom, especially where some of these have been shared with shareholders. Boards should also take time to consider how effective the process, and where applicable the evaluator, has been and to look for ways to improve it next time. Prism Boardroom Having previously provided evaluation services for clients only on request, Prism Cosec now offers a comprehensive board evaluation service as part of its Prism Boardroom products. This is delivered by company secretaries who have spent their careers in listed companies and who know the evaluation process from the inside. Prism Cosec May 2015

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