Sunday, 24 October 2010

The Non-Executive Director’s role in Board Assessment

by Betty Thayer, Director, Across the Board

When I first joined a UK board in 1995 as a Strategic Director, I naively thought that the board just ‘ran itself’. Board papers miraculously appeared from nowhere. Agendas materialised as if by magic. I had no appreciation of the significant effort that the Company Secretary made every day to ensure the smooth running of the monthly board meetings.

Over the past 15 years I have served on and worked with a wide variety of boards. Of course each have had their unique characteristics. But looking back I can see that there are some common features:

• Most Non-Executive Directors (NEDs) are passive bystanders in the organisation, running and evaluation of boards; responding to requests and participating at invitation

• Board papers generally suffer from the issue of ‘more is better’; those preparing the papers assume that those reading the papers want to know every minute detail

• There is a skill in preparing agendas and board packs that is difficult to learn unless one has the experience of having to use the information to make decisions

• Boards are generally stuck in a rut with respect to agendas and discussion mechanisms so it is no wonder many of them do not have the time, or indeed interest, in doing board assessment.

I also observe that there appear to be several different camps when it comes to board assessment:

• Statutory obligation as a listed company. As with most things that are mandatory the level of excitement in conducting an assessment is akin to a long wait in the dentist’s office.

• Crisis-led assessment. When a major event triggers the need to re-assess the whole board – its members, activities and purpose – assessment becomes an interesting and meaningful activity.

• Chair-induced assessment. An undesirable or unusual behaviour prompts the Chair to use assessment to achieve an outcome. Often leaves an aversion to assessment in the minds of the recipients.

• Evangelical board reformer-led assessment. Someone on the board (often the lone woman) passionately believes in the need to ensure boards are robustly managed. Drags the rest of the community with them but generally in the end there is head-nodding that it was worthwhile.

• Vacant lot. Blank canvas. Never done it and has no idea what all the fuss is about. Usually open to be persuaded as long as the cost is reasonable.

So where are you in this varied landscape? And more importantly, where do you want to be?

The enthusiastic participation of the NED in board assessment is critical to success. But sadly many assessment processes tend towards the inevitable box-ticking that we all dread.

How do you avoid an unrewarding process?

• Ensure that the whole board understand the purpose for the assessment and are clear as to the expected outcomes.

• Poll the participants in advance about their positive and negative experiences with assessment. What can you learn to apply to this effort?

• Do the assessment in a relatively short period of time. A process that drags out because people’s diaries won’t accommodate it is doomed to mediocrity.

• Engage an enthusiastic facilitator who can make the process insightful, appropriately rigorous and enjoyable.
How do you know if the process has been a success? The proof is when the participants become mini-evangelists on their other boards.


Betty Thayer is an entrepreneur, writer, lecturer and executive coach. Visit for more information. Across the Board works with directors to ensure their board process are fit for purpose. Visit for more information.