Board performance evaluation: A practical guide and template

Ask most Corporate Secretaries how their last board evaluation went and you will get one of two answers. Either it went fine, meaning it was completed, filed, and largely forgotten. Or it was a painful process where getting meaningful responses from board members felt like pulling teeth, and the findings did not really go anywhere. 

Neither outcome is unusual. Board performance evaluation has a habit of being treated as administrative obligation rather than governance tool, which is a shame, because when it is run well, it is one of the more powerful levers a Corporate Secretary has for improving how the board actually works. 

This article covers the practical side of running an effective evaluation: timing, structure, who to involve, and how to make sure the findings lead somewhere useful. We’ve also put together a free board evaluation template, which gives you a ready-made framework to adapt for your own board. 

Why do board performance evaluations matter?  

The compliance framing around board evaluation has done it a disservice. In regulated sectors, annual evaluation is often a requirement, which means it gets approached with the energy typically reserved for other mandatory processes: complete it, document it, move on. 

The result is that many boards spend time on evaluation without getting much from it. Questionnaires go out, responses come back, a summary gets presented at a board meeting, and six months later nothing has materially changed. Board members who gave candid feedback start to wonder whether there was any point. 

Simon Osborne, former Chief Executive of ICSA (now the Chartered Governance Institute), put the problem plainly: "Formal evaluation is a valuable tool for improvement. Carrying out an evaluation just because the UK Corporate Governance Code requires it could be damaging." The implication is clear: an evaluation that is only ever a compliance exercise can actually entrench the wrong habits, giving boards a false sense that governance is in good shape when it is not. 

Spencer Stuart's 2023 US Board Index found that almost all S&P 500 boards (98%) report conducting an annual performance evaluation, yet Spencer Stuart asked directly whether these evaluations were "genuinely meaningful and impactful, and constructively impacting board practices, governance policies and board composition." The honest answer, for many boards, is no. 

What makes evaluation genuinely useful is treating it as a diagnostic rather than a report card. The question is not whether the board is "performing well" in some abstract sense. It is whether the board has the right people, the right information, and the right processes to make good decisions about the specific challenges the company faces right now. That framing produces much more actionable findings. As Spencer Stuart's 2024 Board Index puts it, the annual evaluation process should "shift from a compliance exercise to a deeper, more insightful evaluation of how the board is performing its oversight role." 

There is also a self-interest argument for boards that might not be immediately obvious. As regulatory scrutiny of governance quality intensifies, particularly in financial services, healthcare, and other regulated industries, the paper trail around evaluation matters.  

A rigorous, well-documented process is a different kind of asset than a ticked box. Peter Swabey, Policy and Research Director at the Chartered Governance Institute UK & Ireland, frames it this way: "We firmly believe that effective governance leads to better decisions, which is why we are launching this new guidance to facilitate board reviews which are both more transparent and more effective." 

When should board performance evaluations happen?  

Annual is the standard, and for most boards it is the right answer. It is frequent enough to catch problems before they calcify, and gives enough time between cycles for actual improvements to take hold before you are evaluating again. 

For boards in regulated industries, annual evaluation is typically not a choice. The UK Corporate Governance Code requires FTSE 350 companies to have an externally facilitated board evaluation at least every three years, with internal evaluations in the intervening years. The 2024 revision of the Code is worth noting here: the FRC deliberately changed the terminology from "evaluation" to "performance review," stating that the change was intended to indicate "the need for a continual process of self-improvement for boards, rather than a backwards-looking assurance process." That shift in language reflects a broader ambition — boards should be looking forward, not just accounting for what has passed. 

The timing within the year matters more than it might seem. Scheduling an evaluation in November alongside year-end reporting is a reliable way to ensure it gets minimal attention. Early in the calendar year, or just after the AGM, tends to work better: the previous year is fresh, and findings can actually inform how the board plans the year ahead. 

One approach worth considering for boards going through periods of significant change is a lighter mid-year review. After a CEO transition, a major acquisition, or a significant shift in strategic direction, a brief mid-cycle check-in can surface issues that would otherwise wait twelve months to be addressed. It does not need to be the full evaluation process, but it creates a useful moment of reflection. 

Individual director evaluations are typically conducted on the same annual cycle, usually after the broader board assessment has concluded. The full picture of how the board is functioning collectively provides useful context for the one-to-one conversations that follow. 

8 areas every board performance evaluation should assess 

The scope of any evaluation should reflect the specific context of the board, but there are areas that belong in any serious assessment. 

1. Composition and skills 

This is the foundation everything else rests on. Does the board have the expertise it needs for the strategy it is trying to execute? This changes over time. A board that was well-composed five years ago may have gaps today, particularly around technology, cyber risk, or sustainability, depending on the sector. The evaluation should ask this question with the company's current and near-term challenges in mind, not just review whether the skills matrix on paper looks complete.  

The evidence suggests this is a live problem: PwC and The Conference Board's 2024 survey of more than 500 C-suite executives found that only 32% felt their boards were equipped with the right mix of skills and expertise. Ray Garcia, leader of PwC's Governance Insights Community, drew the conclusion directly: "As the business environment continues to transform, boards must move more rapidly to address gaps in expertise and coordinate with executives on short and long-term business priorities." 

2. Meeting quality 

How meetings actually run is one of the clearest indicators of board health. Are agendas structured around the right things? Is the balance between strategic and operational matters right? Do discussions lead to decisions, or do items come back to the board meeting after meeting without resolution? Board members often have views on this that they are reluctant to raise directly, which makes the evaluation a valuable channel. 

3. Information and reporting 

Poor quality board papers are one of the most consistent complaints in governance circles, and one of the least addressed. The evaluation should probe whether board members are genuinely getting what they need to prepare, or whether they arrive at meetings having done their best with materials that were too long, too late, or not focused on the right questions.  

Sir John Manzoni, Chair of SSE and Diageo, captured the frustration well: "It's incredibly frustrating as a board member when you receive 1,200 pages to read over the weekend and, as a result, you can't see the wood for the trees. By the time you've got through all of that, you realise you're missing the big picture." If the evaluation surfaces this kind of feedback, it is worth taking seriously — it is one of the more fixable problems a Corporate Secretary can actually influence. 

4. Decision-making 

Are major decisions properly documented? Is there meaningful challenge of management proposals, or does approval tend to be passive? Are the risks attached to significant decisions properly understood before the board signs off? 

5. Committee effectiveness 

Where committees exist, the evaluation should assess whether they are functioning well and reporting back to the full board in a way that keeps everyone adequately informed without duplicating discussion. 

6. Individual contribution 

The question of whether all directors are actively engaged and contributing at the right level is a sensitive one, but it belongs in a thorough evaluation. It is usually surfaced through the overall board assessment rather than individual scores, with the Chairperson following up in one-to-one conversations where needed. 

7. Chairperson effectiveness 

This requires particular care, but it is important. The Chairperson's role in setting the tone of meetings, managing board dynamics, and maintaining a productive relationship with the CEO has an outsized effect on everything else. The Senior Independent Director typically leads this element of the assessment. 

8. Governance and compliance 

Are records and minutes properly maintained? Are legal and regulatory obligations understood and met? Is confidential information handled securely? These questions matter in their own right, and they also have a habit of revealing operational issues that would otherwise go unnoticed. 

Who needs to be involved in board performance evaluations? 

Every board member should participate. That sounds obvious, but it is worth stating because evaluations sometimes suffer from low response rates, particularly among non-executive directors who travel or who sit on multiple boards. Part of the Corporate Secretary's job is making participation as low-friction as possible while still getting responses that are genuinely useful. 

The Chairperson leads the internal evaluation process in most cases. Where the Chairperson's own performance is being assessed, it is good practice for the Senior Independent Director to take that element separately. 

For listed companies or larger regulated entities, external facilitation brings real advantages. An external evaluator can have more candid conversations with board members than an internal process typically allows, and their independence lends weight to the findings.  

The UK Corporate Governance Code's requirement for external evaluation every three years reflects a broad consensus that internal-only processes have limits. Simon Osborne put the case for independence directly: "It is particularly important that a formal and rigorous external evaluation is carried out at least every three years as this guarantees impartiality and independence." 

Bringing in the CEO or other members of the executive team is worth considering when the evaluation includes an assessment of how effectively the board and management work together. It needs to be handled carefully, there is a reasonable concern that executive perspectives could skew the conclusions, but when managed well it is one of the more informative inputs available. 

The Corporate Secretary sits at the centre of the whole process. Coordinating logistics, chasing responses, collating findings, preparing the board summary, managing the timeline: most of this falls to the Corporate Secretary, which is one reason why having proper tooling for the process matters.  

As Peter Swabey has observed, the two ways governance professionals can most effectively support better boardroom decision-making are "through ensuring the quality of the board pack and supporting the chair in making the board performance review as effective as possible." Running an evaluation over email chains is possible, but it adds unnecessary complexity to an already demanding process. 

Turning board evaluation findings into something useful 

The most common failure mode in board evaluation is not running a bad process. It is running a reasonable process and then not acting on what it finds. Simon Osborne identified this as a persistent pattern: "Not all companies are currently embracing good practice in seeking to deal with issues identified in evaluations." 

The findings need a dedicated slot in a board meeting, not a brief mention under Any Other Business. This is the conversation where the board decides what it is actually going to do differently, and it deserves proper time and attention. A written summary that gets "noted" without discussion is rarely the start of meaningful change.  

Any commitments that come out of that conversation need to be formally recorded and followed up. This is where the evaluation connects directly to how the board manages its decisions and tasks day to day. Actions that are logged, assigned, and tracked are significantly more likely to happen than actions that exist only in meeting minutes that no one revisits. Sherpany's Tasks and Decisions feature is built specifically for this: commitments made in the evaluation session become part of the board's ongoing action record, visible and accountable at every subsequent meeting. 

The Chairperson's one-to-one follow-up conversations with individual directors are an important complement to the group process. Where the evaluation has surfaced concerns about a specific director's engagement or contribution, those conversations need to happen promptly and with appropriate sensitivity. Left too long, they become harder to have. 

The findings should also feed directly into how the board plans the year ahead. If information quality was flagged as an issue, that should trigger a conversation with management about reporting formats before the next cycle begins. If meeting structure was a consistent concern, the governance calendar for the coming year should reflect that. An evaluation that does not change anything about how the board operates has not really done its job. 

How meeting management tools support the process 

Good board meeting software does not just make meetings easier to run. Over time it builds the kind of structured, searchable record that makes evaluation far more meaningful. 

When the Corporate Secretary can retrieve the minutes and decision log from twelve months of board meetings in a few clicks, the evaluation process is grounded in evidence rather than impressions. Sherpany's Intelligent Search makes it straightforward to locate past decisions, track how specific issues have progressed, and identify patterns that might not be obvious from memory alone. 

The Board Evaluation Form within Sherpany gives the Corporate Secretary a structured way to manage the whole evaluation process within the platform: distributing questionnaires, collecting responses, and consolidating findings without coordinating across email or managing responses manually. For a Corporate Secretary managing multiple committees and a busy governance calendar, removing that administrative layer makes a genuine difference. 

And as noted above, the Tasks and Decisions feature means that commitments arising from the evaluation do not disappear into meeting minutes. They stay visible, attributed, and trackable across the full governance cycle. 

Master your board evaluations today  

Board evaluation done well is a tool for building a better board. Done poorly, or not really done at all, it is a source of mild annual frustration that consumes time without producing much. 

The Corporate Secretary is usually the person who determines which of those it turns out to be. Getting the timing right, designing a process that produces honest responses, ensuring the findings actually reach the board in a usable form, and following up on what comes out of it: these are all within the Corporate Secretary's gift.   

The template below is a practical starting point. Use it as a foundation and adapt it to reflect how your board works and what it most needs to improve.  Download the Board Performance Evaluation Template below. 

If you're ready to level up how your board manages meetings, book a free consultation and find out how Sherpany can help.