A year in the life of a Board of Directors

Evaluation of performance

Good corporate governance requires that the performance of a Board of Directors and that of each of its members be evaluated formally once a year. Regular evaluation favours a culture of learning in the Board. This document provides the framework for a comprehensive evaluation leading to substantial advancement in the functioning of the Board.

A first evaluation of a Board is preferably done by an independent professional. It requires a high level of commitment from every member of the Board. Subsequent evaluation may largely be in the form of self-assessments, individually and collectively; the professional facilitator being involved in the consolidation, debriefing and way forward.

The evaluation is qualitative rather than quantitative. We have therefore refrained from giving number ratings. Instead, we value the narratives of marking events during the period considered. This is in line with the King IV® recommendation of apply and explain. Each question requires a comment, not just a number or a yes/no. The evaluation covers both compliance and governance. The thrust is towards a learning Board that improves continuously.

The evaluation consists of:

• One-on-one interviews with each member of the Board (including the Company Secretary) – 1½ to 2 hours per interview.
• Consolidation of findings.
• Debriefing workshop – ½ day.
• Final report and way forward.