Directors Forum

Publication No. 4
Board Evaluation
November 2019
About the Directors Forum

To support the MIoD in buiding more effective Boards and to promote

good corporate governance, the Directors Forum (the Forum) was
set up in 2012, in collaboration with PricewaterhouseCoopers (PwC)
Mauritius. The Forum acts as an Advisory Council and Technical
Committee to the MIoD.

Its objectives are to:

Identify issues which are of most concern to directors,

Produce position documents and, through consultation with
Government and regulators, contribute to policy development,
Be the voice for governance and directors’ issues in Mauritius,
Develop guidance on governance issues in Mauritius.

Collectively, the Forum is made up of members who are respected

local directors and professionals with backgrounds in law, economics,
finance and accounting, corporate and securities regulation, business
and academia, private and public sector.

Richard Arlove Matthew Lamport

Sanjiv Bhasin Georges Leung Shing
Prabha Chinien Linda Mamet
Bhagwansing Girish Dabeesing Catherine McIlraith
Jean-Paul de Chazal Giandev Moteea
Rajanah Dhaliah Nafeeza Mulung (MIoD Coordinator)
Pierre Dinan Aruna Radhakeesoon
George Dumbell Kemraj Reetun
Geeanduth Gopee Aisha Timol
Michael Ho Wan Kau Jozef Tournel
Aroona Jagurnath (Secretary)

Position Paper series

Previous Position Papers produced by the Forum are listed below and
can be accessed at www.miod.mu and pwc.com/mu.

Paper 1: Best Practice Guidelines for the Appointment of Directors

(September 2012)

Paper 2: An Ethics Guide for Boards (December 2013)

Paper 3: Engaging with Shareholders – A Guide for Boards

(September 2014)

02 Directors Forum | No. 4: Board Evaluation

02 Directors Forum | No. 4 : Board Evaluation
 Table of Contents

1. Executive Summary 04
2. Introduction 04
3. Objectives and benefits of a Board evaluation 06
4. What and whom to evaluate? 10
5. Frequency of evaluation 12
6. Evaluation methods 12
7. Who is responsible for the evaluation exercise? 13
8. The methodology 14
9. External vs Internal evaluations 15
10. Red flags to good evaluation 16
11. Reporting and disclosure 16
12. Confidentiality 17
13. Actions post evaluation 17
14. Conclusion 18
15. References 18
Annex

November 2019 03
November 2019 03
 1 Executive Summary

The main objective of this paper is to introduce the principles of Board Evaluation, highlight the aim of
such evaluation, as well as the advantages, and analyse the elements to be evaluated.

The paper also provides a variety of approaches to the various methods of evaluation to assist
local companies that are willing to carry out such an evaluation. For companies who question
the objectivity of such an exercise being done internally versus externally, the advantages and
disadvantages are listed in this guide.

Components which can be considered as hindrances to a good evaluation, the reporting of such an
exercise while maintaining confidentiality, and the steps to take after the evaluation are also cited.

The paper acts as a guide for companies falling under the scope of the National Code of Corporate
Governance for Mauritius (2016) and companies that aspire to enhance their Board effectiveness.

2 Introduction

Recent worldwide Board oversight failures, increased complexity and uncertainty in the corporate
environment, and increased pressure from stakeholders have compelled Boards to re-assess their role
in exercising accountability towards their stakeholders. Instead of acting as watchdogs against
poor governance, they have themselves often misused their power and concealed their own failures.

Enron and World.com (US) are examples where dominant Board Chairmen and chief executives
depleted company resources, while colluding with their auditors and masking company performance.

Board effectiveness in Mauritius has its own challenges to overcome, with many companies owned
by a few majority shareholders, often families. These shareholders are often strongly represented on
Boards who may not always objectively look after the interest of all stakeholders.

Boards in Mauritius are however starting to recognise the need to measure how effective they are
executing their roles against specific objectives. Progress has however been slow, and a lot remains to
be done, starting mainly with the ultimate desire for Board members to initiate unbiased evaluations
of themselves in the short and longer-term interest of the company and all its stakeholders.

As per OECD (2018), Board Evaluation: Overview of International Practices, ‘countries that explicitly
introduce Board evaluation provisions in company laws, securities regulations or corporate governance
codes are more successful at increasing the number of Boards engaging in formal Board evaluation
processes. For example, Japan has risen in the Asian Corporate Governance Association rankings by
three points from 2014 to 2016 because of, among other factors, adopting a corporate governance
code in 2015. Most importantly, these initiatives spurred much greater interest in Japanese firms
amongst international, and especially US investors’.

04 Directors Forum | No. 4: Board Evaluation

 2 Introduction (Continued)

The paper goes on to state that ‘Board members often complain that there is not enough time to
discuss future strategy developments, innovation and value creation. It is an often-heard complaint at
conferences that Board members spend as much as 80% of their time discussing issues related to past-
performance and regulatory compliance.’

Boards are often criticised for being too operational instead of focussing on setting and achieving
strategic goals. In such a context, the ability of Board members to add genuine strategic value is
severely limited, increasing the need for assessing the Board performance in setting the appropriate
strategy and structure for the company.

Board Evaluation is still a new concept for local companies. Principle 4 of the National Code
of Corporate Governance for Mauritius 2016 (“Code”) encourages Boards ‘to undertake a formal,
regular and rigorous evaluation of its own performance and that of its committees and individual
directors and produce a development plan on an annual basis’. Despite being a recommendation
by the Code, an assessment by PwC for the Forum in December 2018 found that 20% of SEM-10
companies have not carried out a Board Evaluation for the period 2017 - 2018.

The main difficulties faced by local companies in evaluating and improving Board performance are
given below.
An intrinsic focus of shareholders on return on investment and increase in share price. Most of
them do not attend annual meetings of shareholders and fail to exert their shareholder rights.
Hence, directors are often not challenged on their actions.

Lack of guidance on how to conduct Board Evaluation as well as a shortage of experienced

consultants to carry out such evaluations.

November 2019 05
 3 Objectives and benefits of a Board Evaluation

The main objective of a Board Evaluation should be a genuine desire to build a high-performing Board,
which is equipped to anticipate, meet and overcome future challenges and to ensure alignment with
the company’s long-term strategy. The first step of a Board Evaluation exercise is to establish what
the Board wants to achieve. Clearly identified objectives enable the Board to set specific goals for the
evaluation and make decisions about the scope of the review.

Factors such as the size of the Board, the stage of organisational life cycle and significant
developments in the firm’s competitive environment will determine the issues the Board wishes
to evaluate. Similarly, the scope of the review (how many people will be involved, how much time
and money to allocate) will be determined by the severity of the problems facing the Board and the
availability of sufficient resources to carry out an evaluation.

?
Some of the key questions that Boards should be asking
themselves include:

What competitive advantage is the Board delivering?

Is there effective communication between the Board and
management?
How relevant is the company’s strategy in achieving future
sustainable growth in line with changes in the legal, economic and
political strategies?
What value does each member of the Board bring in terms of
knowledge and experience?
How are the interests of the shareholders balanced with the interests
of other stakeholders?

A properly conducted Board Evaluation can contribute significantly to performance improvements on

three levels:

Organisation Whole Board Each Individual Director

Boards, which commit to a regular evaluation process, find benefits across these levels in terms
of improved leadership, greater clarity of roles and responsibilities, improved teamwork, greater
accountability, better decision-making, improved communication and more efficient Board operations.

06 Directors Forum | No. 4: Board Evaluation

 “
If the Chairman and the other Board
members perceive Board Evaluation
as a major opportunity to get the
Board to think smarter and work more
effectively, then this development
activity can provide great benefits for
the organisation.

Dr. Chris Pierce

November 2019 07
 3
Objectives and benefits of a Board Evaluation
(Continued)

The table below summarises the benefits of Board Evaluations.

Benefits To organisation To Board To individual director

Sets performance An effective Demonstrates

tone and culture of Chairman utilising commitment to
the organisation a Board Evaluation improvement at
Role model for the demonstrates individual level
Leadership
CEO and senior leadership and Provides specific
management team long-term focus feedback for individuals
Leadership behaviours to improve their role
are encouraged in the organisation’s
leadership

Establishes the Ensures the Board Clarifies the role of an

behaviours which embodies the desired individual in setting
are expected of culture, i.e. setting the the tone at the top
all employees and tone at the top Clarifies expectations
Culture
managers Focuses on openness of directors in
Indicators and and accountability Boardroom culture
measures used Develops a culture of
can be aligned to trust and respect in
desired outcomes the Boardroom

Enables clear Clarifies director and Clarifies duties and

distinction between committee roles expectations of
the roles of the Sets a Board norm for individual directors
CEO, management roles
Role clarity and the Board
Enables appropriate
delegation

Builds Board/ Builds trust amongst Encourages individual

CEO/ management Board members director involvement
relationships Encourages active Develops commitment
participation and sense of ownership
Teamwork
Develops commitment Clarifies expectations
and sense of
ownership

08 Directors Forum | No. 4: Board Evaluation

 3
Objectives and benefits of a Board Evaluation
(Continued)

Benefits To organisation To Board To individual director

Improved Focuses Board Ensures directors

stakeholder attention on duties understand their
relationships, e.g. to stakeholders legal duties and
investors, financial Ensures Board responsibilities
Accountability markets is appropriately Sets performance
Improved corporate monitoring the expectations for
governance organisation individual Board
standards members
Clarifies delegations

Clarifies strategic Clarifies strategic Identifies areas

focus and corporate focus where director skills
goals Aids in the need development
Improves identification of Identifies areas
Decision
organisational skills gaps on the where the
making
decision-making Board director’s skills can
Improves the be utilised
Board’s decision-
making ability

Improves Improves Board- Builds personal

stakeholder management relationships and trust
relationships relationships between individual
Improves Builds Board norms directors
Communications Board-management such as psychological
relationships safety and effort
Improves Board- norms
CEO relationships

Ensures an More efficient Saves director’s time

appropriate meetings Increases effectiveness
top-level policy Better time of individual
framework exists management contributors
Board
to guide the
operations
organisation

November 2019 09
 4
What and whom to evaluate?

As per the Code, the Board is encouraged to undertake a formal, regular and rigorous evaluation of its
own performance and that of its committees and individual directors and produce a development plan
on an annual basis. An evaluation is likely to include several elements:

the structure of the Board and its committees (this includes Board and committee organisation
and dynamics, such as the mix of skills, knowledge, diversity, experience and independence);
how the Board works as a unit; and the tone set by the Chairman and CEO;
Board efficiency and effectiveness (this includes individual performance; clarity of purpose,
direction and values of the organisation; quality of leadership and key Board relationships);
risk management and governance;
strategic review and resource allocation;
people issues and succession planning;
ethics management;
business performance (this includes the level and quality of reporting measures); and
board committees.

While evaluating the Board, the effectiveness We propose that it is the interaction between
of Board processes should be assessed. Boards the Board’s role and Board processes that
should be evaluated on the extent to which will determine the ultimate effectiveness
there is open debate and positive agreement. or ineffectiveness of Boards. If independent
The evaluator would want to capture the degree directors do not put in the required effort
to which there is a real open active discussion, (effort norms), this will mitigate the control
which Zona & Zattoni (2007) describes as effectiveness (monitoring role) of the Board.
cognitive conflict. Boards should also be assessed
Board processes Board task-performance
on the extent to which the members actively
participate in discussions, are diligent in studying Cognitive conflict Service task
the Board pack, make themselves available for
the execution of specific tasks or sub-committees.
The literature from Zona & Zattoni (2007) Effort norms Monitoring task
describes this as effort norms.
Use of knowledge
The third factor is the use of knowledge and Networking task
and skills
skills (Zona & Zattoni, 2007). The evaluator
would want to capture whether the Board has
Source: Zona & Zattonni(2007), Beyond the black box of
appropriately extracted and integrated individual demography: Board processes and task effectiveness within
director’s knowledge and skills in specific tasks Italian firms
(e.g. the Chairman of the audit committee is an
independent director who is also a professional Furthermore, an evaluation could include a
accountant). review of the performance of a wide range of
individuals and groups. The scope of the
The last factors which can be considered are the evaluations should cover:
logistics behind drawing up and sending out the the Board itself, as a collective body;
Board pack. Lateness in sending the Board pack its committees;
and large quantity of content of the pack can Board members individually; and
negatively affect Board effectiveness the Chairman.
(Zattoni et al., 2012).

10 Directors Forum | No. 4: Board Evaluation

 4
What and whom to evaluate?
(Continued)

Chairman’s evaluation:

As per the OECD report, ‘France and the United Kingdom provisions
state that evaluation of the Chairman’s performance needs special
attention due to his or her special position.’ The performance of
the Chairman is linked to both the functioning of the Board as well
as the performance of each director.

The evaluation of the Chairman can be a sensitive topic. Leaders

are constantly required to make difficult decisions and not all
decisions are accepted by Board members. Therefore, it can be
very challenging to balance the Board member assessment of
the Chairman to that of management. Nevertheless, Chairman’s
evaluation is an essential part of Board Evaluation.

Generally, the independent directors review the performance of

the Chairman considering the views of the executive and non-
executive directors. All the directors therefore contribute in
evaluating the performance of the Chairman of the Board.

External agencies may also be involved in evaluating the Chairman.

The broad parameters for reviewing the performance of the
Chairman of the Board include:

managing relationship with the members of the Board

and management;
demonstration of leadership qualities;
relationship and communication within the Board;
providing ease of raising of issues and concerns by the
Board members;
promoting constructive debate and effective decision
making at the Board;
relationship and effectiveness of communication with
the shareholders and other stakeholders;
promoting shareholder confidence in the Board; and
personal attributes, i.e. integrity, honesty, and
knowledge, etc.

November 2019 11
 5 Frequency of evaluation

Out of the eight SEM-10 companies which carried out a Board Evaluation as at December 2018, only
four disclosed the frequency of the evaluation (annually or every two years). Additionally, four out of
the eight companies which evaluated their Boards opted for external evaluations.

The frequency varies a lot between companies and in different markets and jurisdictions. As per the
OECD report, the Code in countries like Italy, Netherlands and the UK recommends a yearly Board
Evaluation, as is the case in the Mauritian Code. On the other hand, the French and Luxembourg
jurisdictions recommend a formal evaluation every three years and every two years respectively.

6 Evaluation methods

There are various methods of Board Evaluations which varies with the outcome the organisation wants
to achieve. The methods are discretionary, and companies may decide and choose the appropriate
method(s) to fit their needs which may include the following:

Self evaluation
A process to systematically appraise the individual director’s performance: this allows directors
to reflect on their individual and corporate responsibilities. This method enables directors to
reflect on their weaknesses and identify potential areas of improvement. However, directors
may be biased in this process.

90-degree evaluation
The most basic form of Board Evaluation: in this method the appraiser (includes the
90˚ independent directors for Chairman’s evaluation, an external agency or any other relevant
stakeholder) evaluates the appraisee. This appraisal method does not provide any form of self-
evaluation. It facilitates only one way and top-down communication.

180-degree evaluation
One of the simplest ways to evaluate boards: the evaluation process starts with a self-
180˚ evaluation using a questionnaire. The appraiser then discusses the responses in a one-to-one
meeting. The evaluation is complete when the contents are agreed by both parties. Such an
exercise enables both parties to have a face-to-face and open conversation.

360-degree evaluation
Performance data on an individual director is derived from several relevant stakeholders
360˚ within the organisation. 360-degree evaluation provides a well-rounded and balanced view
of their performance. However, it can be time consuming and it is important to ensure full
confidentiality with regards to the feedback received from personnel within the organisation.

12 Directors Forum | No. 4: Board Evaluation

 6 Evaluation methods (Continued)

540-degree evaluation
540˚ Adds an external element as feedback is also collected from other relevant stakeholders
outside the organisation. Such an evaluation enables the organisation to understand the
way its Board and individual directors are viewed by external parties. However, it might be
challenging for people outside the organisation to evaluate its board and individual directors
due to lack of appropriate information.

720-degree evaluation
720˚ A 360-degree appraisal performed twice. A second 360-degree evaluation is carried out at a
timely interval and compared against the results of the first 360-degree appraisal. This leads
to the advent of pre- and post-intervention results. The pre-intervention result is set as a
benchmark. Actions are then taken to improve individual Director’s performance.
The post-intervention appraisal then shows the scope of improvement.

7
Who is responsible for the evaluation
exercise?
It is common practice that, except for the performance review of the Chairman, the Chairman organises
the performance review process and is closely involved in it. The UK FRC Guidance suggests that the
Chairman has overall responsibility for the process and should select an appropriate approach or
method for the performance appraisal, and act on its outcome.

One approach is for the Chairman to carry out the reviews personally, possibly with the assistance from
the Company Secretary. Alternatively, the Chairman may be responsible for deciding on the process for
the performance review and should act on the findings of the review but may hand the responsibility
for conducting the review to a senior independent director or the Chairman of the Corporate
Governance Committee. The independent directors review the performance of the Chairman of the
company, considering the views of the executive and non-executive directors.

November 2019 13
 8 The methodology

There are a few approaches, which can be mixed and matched, when undertaking a Board Evaluation
depending upon the Board’s needs, prior experience and appetite for the process. They include:

Planning
The first step usually includes a meeting between the evaluation team and the Chairman,
the Nomination Committee, the Corporate Governance Committee and CEO. This meeting
outlines the general process and identifies specific issues to be looked at.

Survey/Questionnaire
Any survey should be carefully tailored for a specific company and its Board, and
be constructed by drawing from its constitution, committee charters, the roles and
responsibilities of directors, and corporate governance guidelines. The survey should
produce reliable results and feedback is usually presented in the context of a goal-setting
process with the Board, intended to improve performance and educate the Board.

Interviews
Interviews of the Board are used prior to a Board assessment — particularly where Boards
have not previously done an evaluation — to gain an understanding of the issues on
directors’ minds. Typically, an outside facilitator interviews the director individually using a
structured questionnaire that takes into account charters, guidelines, and codes of conduct
and ethics. Based on the results of the interviews, the governance committee provides
anonymous feedback to the Board, often in the form of a narrative report that is organised
thematically according to key areas for Board improvement.

Group evaluation
During a group evaluation, a trained consultant engages the Board and the CEO in an
interactive dialogue. Working against a backdrop of general best governance practices and
the specific constitution and guidelines for the company, the discussion focuses on how
a Board can improve its performance. This approach works best when directors can talk
candidly and openly and have a limited amount of time to devote to the process.

Board work programme

A Board work programme is then to be developed by the evaluators. The Board work
programme includes recommendations that will need to be undertaken and the responsible
persons. The evaluation should also include further examination of the composition,
leadership and performance of key committees, such as nomination, audit and appraisal and
remuneration, to provide a more complete analysis of essential Board functions. However,
it is recommended that this should be considered as a separate evaluation. Likewise if the
company is part of a group of companies, which is defined as “a parent company and all
its subsidiaries” as per the Mauritian Companies Act 2001, each Board requires a separate
evaluation.

14 Directors Forum | No. 4: Board Evaluation

 9 External vs Internal evaluations

According to the Higgs Review (2003), the conduct of the evaluation of the Board by an external third
party can bring objectivity to the process, and the value of such an evaluation should be recognised by
Chairmen.

Benefits Advantages Disadvantages

Internal Full understanding of the Inherent subjectivity

evaluation organisation Uneasiness in being singled
Cost factor out or being responsible for
Perception of confidentiality the evaluations and outputs
Easier to get buy-in Whose responsibility is
Good place to start this and who watches the
Speed watcher?
A lack of understanding of
the big picture and the lack
of experience of running
Board Evaluations in other
organisations

External Directors more at ease The perception that there is

evaluation Transparency an outsider gaining access
Objectivity to organisations' internal
Added perspective on a issues, but very important
complex collection and to note that the external
identification of strengths, evaluator is bound by a
skills and weaknesses or confidentiality agreement
obstacles, and examining and a code of ethics
these against the company’s Depends upon quality of
long-term business goals and consultant
changing landscapes Costly
Vast experience in processes, Longer process
tools and the big picture of a
multitude of organisations
Skill and experience
Benchmarking
Saves your team time, work,
and resources

Source: Derek Higgs (2003), Review of the role and effectiveness of non-executive directors

November 2019 15
 10 Red flags to good evaluation

There are several elements that can hinder a good Board Evaluation. Below are certain components
that can be considered as hurdles and risks to a good Board Evaluation:

the process is self-administered

over complex process
the Chairman is the problem and is leading the process
lack of confidentiality
intrusions by investors or other stakeholders
cannot achieve an outcome
lack of objectivity
wrong approach – too much too soon
feedback skills
time pressures and poor planning

11 Reporting and disclosure

In line with the Code, the Board

Evaluation exercise and results are
best reported to the shareholders
and other stakeholders via the Countries requiring disclosure in annual
company’s website and the annual reports.
report. Similarly, Codes of countries
including France, Italy, Luxembourg,
Netherlands, UK and Mauritius
require disclosure in the annual
report.
France Luxembourg
Italy
As stated by Simon Osborne in
his paper on Board Performance
Evaluation (May 2008), "The fact that
an appraisal has been conducted
should be reported in the annual
report and accounts, together with Mauritius
details of the method used, as United Kingdom Netherlands
appropriate. There is no requirement
to report or comment on any
findings of the review, although the
directors may wish to do so in some
circumstances".

16 Directors Forum | No. 4: Board Evaluation

 12 Confidentiality

It is of great importance that trust is established in the credibility and confidentiality of the process
of Board Evaluations, regardless of whether it is managed by the Board itself or by a third party.
Trust is the best incentive to encourage candid input and feedback from Board members and other
stakeholders and makes it more likely that the evaluation results will be taken seriously by the Board.

In some cases — particularly in listed companies — Board Evaluations may be resisted and seen as a
threat if they are done incorrectly and confidentiality is not assured, thus creating a potential liability
for directors. A way of overcoming possible internal resistances is having an internal documents
retention policy and using trusted parties to carefully handle and report on the data from Board
Evaluations.

13 Actions post evaluation

The Corporate Secretary / Governance Some Boards have even evolved to the extent
Professional should therefore ensure that that they have a dedicated agenda item at
progress against the agreed remedial steps is each Board meeting dealing with performance:
discussed at least quarterly in order to retain directors have open and frank discussions on
momentum. In many instances, remedial steps what has worked and what requires improvement
include training or development for the Board as from a particular set of meetings. Depending on
a whole or for individual directors: The Corporate the maturity of the Board Evaluation processes,
Secretary / Governance Professional should consider proposing such continuous performance
effectively facilitate or coordinate the agreed discussion to the Chairman – this way
interventions including taking steps to refresh performance discussions and a desire to improve
the Board, if required, to address a serious issue performance becomes part of the Board’s DNA,
related to a director’s performance or behavior. and goes a long way in ensuring the continued
One important role of peer reviews is to act to efforts to function in accordance with good
refresh the Board if a director is no longer the corporate governance standards.
right “fit.”

Many Board Evaluations also request information

on what should, for example, be retained or
removed from agendas and what strategic
matters should be added in the forthcoming
year: the Corporate Secretary / Governance
Professional should ensure that these changes
are made to the agenda.

November 2019 17
 14 Conclusion

Having successful individuals brought together to form a Board will not guarantee that a Board
is successful. On-going assessment and improvement are crucial. Boards are constantly facing
challenges from investors, regulators, stakeholders and governance experts to assess and explain their
performance and composition.

As a result, an increasing number of jurisdictions now encourage Boards to carry out and report
on Board Evaluation. Commitment towards effectively tailored evaluation helps build trust within
shareholders and other stakeholders, and forces Boards to improve performance. In this respect Board
Evaluation is crucial.

15 References

Australian Institute of Company Directors (2018). Reviewing your Board: A guide to Board and
Director Evaluation

Companies Act. 2001 (Republic of Mauritius)

http://companies.govmu.org/English/Legislation/Pages/Companies-Act-2001.aspx

Higgs, D. (2003). Review of the role and effectiveness of non-executive directors

Kiel, G., Nicholson, G., Tunny, J., Beck, J. (2018). Reviewing your board: Advantages of board
evaluation. https://www.hopgoodganim.com.au/page/knowledge-centre/publications/reviewing-
your-board-advantages-of-board-evaluation

Mandeya, R. (2018). Zimbabwe Independent. Importance of board evaluation. https://www.

theindependent.co.zw/2018/08/03/importance-of-board-evaluation/

OECD (2018). Board Evaluation: Overview of International Practices

Simon Osborne (2008). Board Performance Evaluation

Sujith, A.S. (2017). Imperial Journal of Interdisciplinary. From 90 degree to 720 degree performance
appraisal. http://www.onlinejournal.in/IJIRV3I5/321.pdf

The Code of Corporate Governance for Mauritius (2016)

Zattoni, A., Gnan, L., Huse, M. (2012). Does family involvement influence firm performance? Exploring
the mediating effects of Board processes and tasks. Journal of Management, 41: 1214-1243

Zona, F., & Zattonni, A. (2007). Beyond the black box of demography: Board processes and task
effectiveness within Italian firms. Corporate Governance: an International Review, 15:852-864

18 Directors Forum | No. 4: Board Evaluation

Annex 1

“Difficult” Board Evaluation Questions, Dr. Chris Pierce (2019)

? ?
If you had an extra If you had not attended any of
hour for the next Board the Board meetings over the
meeting, what would you last year what Board decisions
discuss? would have been different?

? ?
How have you added Are you looking forward to
value or made a the next Board meeting?
difference at Board
meetings? If yes, why? If not, why not?

?
Have you been surprised
during any recent Board
meetings?

This document was printed using Cyclus Print.

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FSC® Recycled certification.

November 2019 19
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20 Directors Forum | No. 4: Board Evaluation