Board Assessment

“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” 

Woodburn Mann has developed a (BOD) Board Appraisal model which identifies the principle factors which impact on the Board’s (BOD) stewardship of the business and delivery of its overriding responsibility to create shareholder value over the long term. 

The Woodburn Mann Board Assessment model adopts an holistic approach to each element of a Board’s activity ensuring that the appropriate emphasis is placed where required. Governance issues, while being accorded adequate recognition, are not permitted to overwhelm Board of Directors activities.

The Executive Board Assessment philosophy focuses on Board of Directors Performance and Dynamics, the Appraisal of all Board Directors and, most importantly, focusing on Board Composition so as to ensure sound action oriented strategic decision-making. Throughout the process, which is consultative and pragmatic, absolute discretion and total confidentiality are observed.

Board Assesment Methodology Employed

Three distinct methodologies are utilised for the overall appraisal of a Board of Directors. Within each of these methodologies, specific sub-methodologies are employed. The three main instruments used are:

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

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

“Tool Box” Review Exercise which determines those specific attributes which each Director brings to the Board 

Performance Appraisal Questionnaires which determine the performance of the Chairman, Chief Executive and all other Directors at Board meetings 

Personal Review Meetings with each Director to gain their input on the key areas of the Board’s performance in terms of process, structure, capability, dynamics and strategy, as well as subjectively assessing Directors and soliciting confidential views from each Director on the Company, the Board and each Member’s effectiveness 

(c) King IV Corporate Governance Review which determines compliance with the tenets of the report’s recommendations. Where required, the appropriate Board and Committee Charters are reviewed and compliance therewith determined.

Recommendations

Based on the various instruments utilised, conclusions are drawn and recommendations made on the optimum board size, composition and desired profile of the Board of Directors. Each Director’s performance is appraised and, where necessary, corrective or developmental interventions are suggested. Compliance with the various facets of the King IV report is measured and remedial actions recommended.