• The UK Corporate Governance Code is quite rightly non-prescriptive of what constitutes an externally facilitated board review.  The chairman and board are best placed to define this for their company.
  • Designing the review is therefore flexible, though the following process is familiar to many:
    • First we agree scope and objectives, typically with the chairman and company secretary, including what you want to achieve and the methodology best suited to the board's personality, as well as confidentiality parameters, timetable and logistics.
    • Next we hold individual meetings with each director.  These may be preceded by a questionnaire designed to stimulate and broaden discussion, or directors can be sent a tailored list of discussion points.  The meetings are informal and confidential.
    • Thirdly, we like to attend a board meeting to observe dynamics.
    • We then prepare a draft report distilling the (anonomised) findings of the individual meetings and observations from the board meeting.
    • The draft is discussed and agreed, incorporating any feedback.
    • Finally, the report is circulated and we present the findings to the board.  Action points are agreed.