Board evaluations are no longer a nice-to-have governance exercise; today, they’re essential accountability tools that investors, regulators, and stakeholders expect to see. However, many organizations simply go through the motions to maintain compliance and fail to create evaluations that actually improve board effectiveness.
Well-designed board evaluations reveal important insights about how your board can strengthen governance, improve decision-making, and collaborate more effectively. This guide will help you design a board evaluation process that’s both secure and strategically valuable—from crafting meaningful questions to putting insights into action.
What is a board evaluation?
A board evaluation is a systematic review of board and committee processes and performance. These assessments typically involve questionnaires, discussions, and interviews, or a combination of all three. While they’re often conducted internally, some boards opt to use external third parties to ensure objectivity.
Assessments of individual board members are also increasingly common alongside collective performance evaluations. A recent survey found that nearly half of boards conduct them to identify skill gaps and performance issues, and they can be a powerful way to motivate directors to improve.
Another increasingly popular method is a 360° review, which helps address conflicting priorities between boards and executive leadership. This involves asking management teams questions about their perception of the board, from the board’s strategic effectiveness to their accessibility and skill sets.
It’s best practice to ensure that board evaluations are done at least annually so that you can track progress over time, although many boards also opt for more frequent assessments. When your board is committed to continuous improvement, you’re more likely to see positive changes.
Why regular board evaluations matter for good governance
Regular board evaluations are crucial for proactive governance, as they help identify and address any performance issues before they impact strategic decision-making. For example, a charismatic leader who creates a culture of compliance can prevent the board from making necessary changes, eventually leading to poor company performance.
To prevent such issues, a strong evaluation process should cover different facets of board performance. For example, IMD identifies four pillars of board effectiveness: people, information architecture, structures & processes, and group dynamics. Board self assessments that carefully evaluate each of these pillars can pinpoint key directions for improvement, rather than operating on assumptions and allowing issues to persist.
Beyond the internal benefits, most boards also face pressure from institutional, advisory, and regulatory stakeholders to conduct evaluations.
Regulatory & listing-rule requirements for board evaluations
While NYSE requires all listed companies to conduct an annual performance evaluation, Nasdaq doesn’t have the same explicit rule. However, board evaluations are considered a strong best practice, since institutional investors and advisory firms see regular assessments as a sign of strong governance.
In Canada, the TSX doesn’t have a mandatory rule either. Instead, Canadian securities authorities follow a “comply or explain” model in which companies without a formal evaluation process need to explain why they don’t have one – and how other practices achieve the same objectives. This makes evaluations a functional necessity for most publicly traded Canadian companies that want to demonstrate accountability to shareholders.
In highly regulated industries like finance and health care, boards might face more explicit requirements from oversight bodies. Smaller private or nonprofit organizations won’t face the same pressures, but regular board self-assessments are still crucial for effective oversight.
How to conduct an effective board evaluation
While board evaluation methods can vary widely, there are some important considerations that your board should keep in mind. It’s important to determine who will lead the evaluation, what will be evaluated, and how the evaluation process will be conducted and communicated.
1. Decide who should lead the board evaluation
Board evaluations can either be led internally, usually by the board chair or corporate governance committee, or with the help of a third-party expert. It’s also possible to run your board evaluation internally most years, but periodically use a third party. In 2024, 28% of S&P 500 boards used external facilitators for board evaluations – suggesting the practice is becoming more popular.
2. Determine your board evaluation goals
Before kicking off your evaluation process, determine what you want your board evaluation to achieve. Every board will have different evaluation goals, but the key is to compare your board, committee, and director performance against past goals and requirements. It’s also ideal to evaluate your board’s composition, operations, and structure to identify the cause of any shortfalls and course-correct in the future.
3. Choose a board evaluation method
Generally, boards use questionnaires or interviews, or both, to complete their evaluations. Interviews tend to elicit more detailed and candid director feedback compared to questionnaires, but they are more difficult to plan and execute.
A combination of methods can be more effective to obtain a broad range of feedback, but it involves the most planning. One popular strategy is to use one method on a regular basis and combine it with additional methods every second or third year.
If you’re planning on using interviews, consider who will conduct them. Make sure that your chosen interviewer is well-informed about your organization and board practices, and that they’re highly trusted (even if not well-known) by the interviewees.
4. Consider the security of your board evaluations
No matter what method you choose to use for your board evaluations, you need to be sure that the platform you use for your board evaluation process is secure enough to protect your information. Popular platforms such as Survey Monkey and Typeform might be convenient, but they may lack the robust security that’s needed to safeguard your confidential board sensitive data.
For example, in 2018, Typeform disclosed a security breach that exposed over 100,000 client records, which included data such as social security numbers. By the same token, be wary of circulating your board information or board evaluation results via email. Personal email platforms, like the above tools, also lack sophisticated security measures and are prone to phishing attacks.
Secure board portals like Aprio allow you to manage your entire board evaluation process in the same platform you use for all other board activity. Send and complete board surveys, track results, and archive past surveys directly in the software with industry-leading security features. Save records from interviews and discussions using Aprio’s document management tools, and control document access with Document Digital Rights Management (DRM).
5. Analyze your board evaluation results
Once you’ve completed your board evaluation, its time to analyze the results. If you’ve collected feedback in the past, watch for year-over-year trends. After you’ve completed your analysis, have your board discuss and agree on action items to address your findings. Then, make sure the board is held accountable for making the changes you’ve requested.
In this stage, don’t spend too long on your analysis. Board performance is enhanced when feedback and results are delivered and communicated promptly.
Setting the right cadence: annual, event‑driven, or hybrid?
While annual board evaluations are common, more frequent surveys can add crucial details about board performance throughout the year.
- Annual evaluations are usually more of a comprehensive deep dive into the board’s overall performance. They might include questions about structure, strategic oversight, risk management, and information flow.
- Event-driven evaluations are prompted by a specific, significant event. Questions usually focus on how the board handled a crisis, major transaction, leadership transition, or other major decision.
- Hybrid approaches involve both annual evaluations and more frequent pulse surveys. These shorter assessments could be either event-driven or regular check-ins on quarterly performance.
The frequency of each survey will partially determine what questions are ideal and what format to ask them in. Questionnaires are best for short pulse surveys, while interviews about complex processes are best saved for annual evaluations.
Questions to ask in your board evaluations
Now that you know how to conduct a board evaluation, what kind of questions should you be asking your directors in your survey or interviews?
While there are endless possibilities here, feedback on board composition, performance, dynamics, operations, and structure is key.
Relevant topics might include, but are not limited to:
- Meeting materials and agendas, and how they support best governance practices
- The skills, competencies, and areas of improvement for each board member
- Organizational culture and how it impacts board performance
- How board members stay informed of business conditions and strategic direction
- Investor and stakeholder engagement on board composition, performance, and oversight
- Strategy, risk, and financial performance
- Board composition and structure
- Organizational integrity, reputation, and culture
- Management performance and succession planning
Questions should focus on how effectively boards met goals they previously set, rather than asking placeholder questions that don’t generate insights. For example, if your board lacks a succession plan, it’s more effective to ask what prevented them from implementing one rather than asking if they have one.
Example questions to ask in your board evaluation
In your board evaluation survey, you can format questions so directors can choose the answer(s) that best express their perspective. For example:
- Board meetings are conducted in a manner which ensures:
- Open communication
- Meaningful discussion
- Timely resolution of issues
- Independence from management
- None of the above
- Board meetings are appropriate in terms of:
- Number
- Length of presentations
- Time available for discussion
- Content
- None of the above
- Pre-meeting material is appropriate and is:
- Useful
- Timely
- In an efficient format
- In the right amount of detail
- None of the above
You may also choose to include open-ended questions in your survey or interview. Some examples might include:
- Do the board agendas adequately representthe organization’s strategic plans and priorities?
- How satisfied are you with the planning of the board’s agendas to address regular topics and new business items?
- How satisfied are you with the director’s level of preparedness for board meetings?
- How supportive is the board in receiving differing perspectives of board members?
- To what extent do you agree with the following statement: the board needs to reassess or make improvements to the orientation process.
- Do you agree/disagree that the board has a clear distinction between the role of the board and the board chair?
- Does the process for evaluating the board chair need improvement? Why?
Example questions to ask in your director self-evaluations
A good way to run self- and peer director evaluations is to rate different statements on a scale from 1 to 10, with 1 meaning “poor” and 10 meaning “excellent.” For example:
Director accountability
- Demonstrates diligence and prudence in exercising duties as a board member
- Is prepared for meetings
- Complies with the organization’s code of conduct
- Seeks opportunities to increase knowledge
Director function
- Understands the key measures and metrics for assessing organizational success
- Understands and respects the role of the CEO
- Understands and respects the role of other board members
- Contributes meaningfully and knowledgeably to board discussions and provides valuable input
Fiduciary stewardship
- Demonstrates an understanding of the key financial metrics of the organization
- Considers fiduciary stewardship responsibilities in discussions and decision-making
You might also combine these kinds of questions in your survey with some open-ended questions, such as:
- Do you have any comments or suggestions on how the organization can be run more effectively?
- How have your job duties changed during the past year?
- What are your expectations for this job during the next year? Are there any areas in which you see a need for improvement? Are there any ways you would like your job to be restructured to better suit your needs or goals?
- Comment on the board’s effectiveness in providing guidance and giving feedback. Do you have suggestions for improvement?
- Is there any aspect of your job situation that could be changed to improve your job satisfaction or performance?
- Physical surroundings/equipment
- Board technology
- Compensation and benefits
- Training and development opportunities
- How likely are you to offer an opinion different from other board members?
Common challenges (and fixes) when running evaluations
While board evaluations offer critical insights, many organizations struggle to make them effective due to lack of candor, irrelevant questions, and no follow-through.
Challenge 1: lack of candor
Board members will often tend to evaluate peers in an overly positive light, especially if there are internal power dynamics at play. To fix this, confidentiality is key. Board portals like Aprio offer secure, anonymous feedback options that can encourage more candid responses.
Challenge 2: irrelevant questions
Generic questions won’t apply to your organization; the answers will give you a lot of data, but few meaningful insights. Instead, tailor board evaluation questionnaires to your unique challenges and goals.
Challenge 3: no follow-through
Even the most insightful findings are useless if the board fails to act on them. Once the board has aggregated the results of the survey, start with a facilitated discussion that includes the entire board in future board development plans.
From insights to action: turning results into board‑level improvements
Once the board of directors agrees on key areas for improvement, they should work to create specific, measurable goals. For example, this could include a specific amount of time dedicated to long-term strategic discussions, or a new standing agenda item to review KPIs.
From there, specific tasks should be assigned to committees or members responsible for carrying out those goals, along with a clear timeline to track progress.
How secure board portals like Aprio ensure successful board evaluations
Ready to encourage high standards of performance on your board? Aprio’s board portal makes director self-assessments and board evaluations easy, secure, and efficient. With Aprio’s survey tool, you can easily:
- Select which of your board members will participate in your survey
- Enable anonymous responses (or not)
- Send out the survey, as well as reminders to complete it, to your board members securely
- Review summary and source data results in Aprio or export them to Excel for analysis
- Re-run past surveys with the copy and repeat feature, helping you to compare year-over-year data
- View trends over time by storing your surveys in Aprio
- Create action items based on survey results with priority levels and deadlines
What’s more, you can also use Aprio’s survey feature to evaluate your CEO’s performance or solicit quick board votes on meeting dates or other time-sensitive decisions. Your board will be able to complete each survey in the same user-friendly platform they access meeting agendas, board documents, voting tools, and more.
Ready to learn more about how Aprio board portal software can help you run more secure and effective board evaluations? Start a conversation today to assess how Aprio fits with your board’s needs today.
Or, check out the top 10 things to assess when evaluating board management software.
