Board Appraisal

As the strategic hubs of organisations, it is the primary task of Boards to ensure the enduring vitality of the companies they drive. Yet their own fitness is just as critical. Today’s Boards are running strategic and operational marathons, increasingly in the spotlight and challenged by share and stakeholder groups who have never been more informed, demanding, or vocal.

“Many Boards spend far too much of their time on Corporate Governance Agendas and fail to add value to the strategic direction of their businesses”

 

Amrop Woodburn Mann has developed a state of the art Board Appraisal model which recognises the principle influences which impact on the Board’s stewardship of the business and delivery of its overriding responsibility to create shareholder value over the long term.

The Amrop Woodburn Mann Board assessment model adopts a holistic approach to each component of a Board’s activity ensuring that the appropriate emphasis is placed where required. Governance issues, while being bestowed acceptable recognition, are not permitted to overwhelm Board of Directors activities.

The philosophy employed in the assessment of the executive board focuses on Board of Directors Performance and Dynamics, the Appraisal of all Board Directors and, most importantly, focusing on Board Composition which ensures comprehensive action oriented strategic decision-making. The process is consultative and pragmatic with absolute discretion and total confidentiality throughout the process.

Board Assessment Methodology Employed

We utilise three distinct methodologies for the overall appraisal of a Board of Directors. These methodologies include specific sub-methodologies. The three main methodologies used are:

(a) Board Composition Model and Gap Analysis identifies deficiencies and gaps in the Board’s composition and determines remedial actions for the orchestration of an effectively functioning Board. This is developed from the organisation’s defined strategy and committed strategic direction.

(b) Board Performance and Individual Formal Appraisal of Board Members using the following sub-methodologies:

  1. “Tool Box” review exercise which determines the specific attributes which each Director contributes to the Board
  2. Performance Appraisal Questionnaires which determine the performance of the Chairman, Chief Executive and all other Directors at Board meetings
  3. Personal Review Meetings with individual Directors to gain their input on the key areas of the Board’s performance in terms of structure, capability, dynamics, process and strategy, as well as to subjectively assess Directors and solicit confidential opinions from each Director on the Company, the Board and each Member’s effectiveness

(c) King IV Corporate Governance Review which determines compliance with the beliefs of the report’s recommendations. The appropriate Board and Committee Charters are revised and compliance determined, where required.

Recommendations

Conclusions are drawn utilising various instruments and recommendations made on the optimum board size, composition and desired profiles of the members. Each Director’s performance is evaluated and, where required, corrective or developmental interventions are suggested. Compliance with the various facets of the King IV report is measured and remedial actions recommended.