How to… Appraise the Chair

This month’s blog is part of The Governor’s ‘How To Series.’ The series covers a range of topics which offer brief practical guidance on some of the issues that I normally explore from a more theoretical perspective. In doing so, I hope to ensure that my blogs don’t just keep you up to date with what is happening within the governance as a whole, but will also assist you in becoming a competent, confident and effective governance practitioner.

I was recently asked to support an organisation with a chair appraisal process and realised the importance of documenting the process as it forms a key part of good governance structures in any sector. This information will benefit you in your role as a NED but also as a chair as you will come to understand how effectively you are being appraised which can only positively contribute to your development and that of the organisation that you lead.

What I have sometimes found is that some seasoned NEDs question the need for appraisal but with various codes of governance outlining its importance, I hope these steps outlined below will help to implement efficient and practical appraisal processes to help maintain boardroom effectiveness.

The senior independent director (or vice chair) is normally responsible for appraising the chair. The process of evaluating the chair’s performance and providing feedback can be undertaken in three stages which are outlined below.

 

STAGE ONE

Stage one consists of an in-camera session (the chair is not present) with the board where the person carrying out the appraisal will facilitate a discussion across the following areas:

  1. Are there any areas of concern that any board member has related to the chair’s independence, conduct or behavior?
  2. Are board members happy with the relationship between the chair and CEO i.e. is there sufficient support and challenge?
  3. Do you feel that there is a direct line of communication to the chair from the company secretary?
  4. Are the board members easily able to raise issues and concerns freely?
  5. Overall, do you feel the chair is a good ambassador on behalf of the organisation?

 

STAGE TWO

To compliment the information identified in the in camera session and also to gain a more comprehensive range of feedback, a detailed survey is sent to all board members. The survey consists of approximately 30 questions which will help to identify the strengths and weaknesses in the chairs performance, conduct, knowledge and expertise in carrying out their role, the results of which will be summarised and presented to the individual responsible for appraising the chair to help inform the feedback.

 

STAGE THREE

The final part of the process includes building on the information from the in camera session and the comprehensive survey to take note of the comments which have been gleaned from discussions with the chair and each individual NED as part of the annual appraisal process. All of these comments should be summarised and taken into account when providing the chair with the overall feedback.

 

SUMMARY

Once the process has been completed, the individual carrying out the appraisal will meet with the chair to provide a summary of the feedback from the three stages outlined above. A summary report of the feedback for the board should then be prepared which as a minimum should outline:

  1. an overall summary of the feedback;
  2. any recommended areas for development;
  3. any actions arising from the discussions.

 

This comprehensive process for the appraisal of the chair may be carried out in this manner on an annual basis. Some organisations may decide to use a less detailed process that although robust, is not as comprehensive to allow time for the objectives to be embedded over a longer period. In those circumstances, they may decide to use the questions outlined in stage one together with these additional questions:

  1. Are relationships and communications between board members constructive?
  2. Is the process for setting the agenda working?
  3. Does the chairman demonstrate effective leadership of the board?

 

And there you have it, how to appraise the chair! For more information on how to undertake appraisals, you can purchase my latest book – ‘The Effective Board Member – What Every Board Member Should Know’ from Amazon (https://www.amazon.co.uk/Effective-Board-Member-member-should/dp/0954489640/ref=sr_1_1?s=books&ie=UTF8&qid=1509451634&sr=1-1&keywords=the+effective+board+member), also now available as an audiobook!

 

Until next time…