Board Evaluation – Real Opportunity for Self-learning and Improvement
Statutory Requirement + Good Governance practice
1) A Facilitator modulates the tone of the Board members, sets the context, provides texture to the feedback and ensures the activity proceeds as planned.
2) Board members can rely on the Facilitator to convey honest feedback, such as if one of their members is not contributing enough, sleeps in meetings, comes unprepared, etc.
3) A Facilitator encourages transparency in dealing with the delicate yet critical issues related to report handling, which may otherwise pose challenges in communicating with Directors.
4) A Facilitator appointed to conduct the review is neither on the Board nor part of management and hence can handle above mentioned unavoidable situations far more comfortably and competently.
5) A Facilitator ensures that everyone has a chance to express his/her thoughts and that everyone is valued and respected.
1) An insider may leak sensitive information
2) An insider may gossip about the type of evaluation and share the Board members’ reviews.
3) A piece of information let loose by the insider may result in disastrous consequences for the morale and amity on the Board.
4) Insiders who are privy to the review report could use it as leverage against members of the Board.
1. Appoint a facilitator who can be trusted and relied on. Introduce him/her to the Board.
2. Emphasize to the Directors that the review will be confidential – in NO circumstances will anyone other than the facilitator EVER come to know who said what about what/whom.
3. The software used to do the evaluation will be totally secure, even the company’s IT head will not be able to access it. Only the Facilitator will have access to it. He will ensure that Directors have access to their content only.
4. The facilitator will conduct the review using the software and then speak to each director one-on-one to seek any clarifications, and anything the questionnaires did not cover but the director feels should be included.
5. The facilitator then makes a presentation to the Board, highlighting the major findings and conclusions he derives therefrom.
6. Sends each director a report on himself/herself with no attribution as to who said what. This report will be sent ONLY to the concerned director, not to anyone else.
7. The company secretary will then receive from the Facilitator, the printed reports in a sealed cover, to be kept in safe custody, not to be opened except on the orders of SEBI or some such appropriate authority.