We were asked to help the Chairman undertake an evaluation of the contribution made by individual directors. Board members were asked to complete a questionnaire about their own skills and input together with a 360° feedback for each of their colleagues on the Board. Each director received a personal feedback document. It became obvious that one NED, whilst expected to perform well, was not sufficiently engaged with his role. As a result of our review and report to the Chairman the NED agreed to stand down and was replaced.
We were asked to facilitate an individual directors’ evaluation using the questionnaire process described above. One very difficult message we subsequently had to relay was to the Chairman himself and the way in which he chaired meetings. His style was very autocratic and stifled discussion. He accepted the challenge to change his ways and today has a very much more open and listening approach to chairing his board.
A Board process evaluation identified concerns – particularly from the NEDs – over the lack of adequate succession planning for the senior positions within the company. As a result of our report the company established a formal succession planning & training process for its senior management (its Leadership Programme) which, four years later, produced their new CEO.
An evaluation exercise the previous year had highlighted that Board members were unaware of the extent of colleague’s abilities across a range of skills. The Chairman wished to use the evaluation to conduct an audit of Board skills. A combination of a questionnaire based process followed up with a series of 1:1 interviews produced a comprehensive skills matrix, giving a clear indication of the Boards strengths and weaknesses and providing the Chairman and company a template for identifying training and development needs.
The incumbent Chairman was due to retire and a successor was required. The question was to go with the long serving Senior NED who would also need to retire within two years – or the newly appointed NED? We were asked to conduct a series of 1:1 interviews to ‘test the water’. Would the Board prefer the Senior NED? Would there be sufficient support for the newly appointed NED? This was a delicate matter, which was handled sensitively by all in conversation. Board members all thought everyone else either had not thought about it or had different views – in fact a remarkable consensus emerged which allowed the Board to tackle the issue openly and constructively. Our report helped to identify who should be appointed ‘Chairman elect’.
FTSE Fledgling Company
This was a listed company with a significant ‘family holding’, which operated with an independent Chairman balancing a board of executives against ‘shareholder NEDs’. Our Board process evaluation led to the Chairman restructuring the Board and introducing new, truly independent NEDs, addressing the role and function of the ‘Executive Committee’ in relation to the Board and an overhauling the Board agenda and the way items were presented and discussed.
Although not required to comply with Combined Code requirements, the newly appointed Chairman (with whom we had worked as chair of a FTSE100 company) asked us to undertake a ‘process’ evaluation. Our report highlighted the urgent need for the Board to refocus strategy in light of the changed economic environment. NEDs were unclear of management successors. The executive were asked to make changes to production of Board papers and management presentations. We subsequently undertook a Senior Management review of the Board which confirmed a clear forward strategy needed to be established and communicated and that NEDs lacked ‘visibility’ within the organisation. A proactive programme to get NEDs to visit departments has been put in place.