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Agree what the review is for
Start by writing the decision the review should help you make. Perhaps meetings spend too long receiving reports, a major investment keeps returning without resolution, or the board needs different skills for its next stage. A specific question gives the review a useful boundary and makes the findings easier to act on.
Agree whether you are reviewing the board as a whole, the chair, committees or individual contributions. Decide who will participate, who will receive the findings and how comments will be handled. In a small board, people may recognise a contributor even when names are removed, so be clear about confidentiality before asking for candid feedback.
Choose a method that fits the question. A short questionnaire can reveal differences in perception; interviews help explain them; a review of papers and minutes tests them against practice. An external facilitator can help when the chair is part of the issue or relationships make open discussion difficult. The Institute of Directors' board evaluation guide provides a useful framework for setting scope, choosing methods and following up.
Keep the distinction between governance and management clear. Review how the board directs and oversees the business, alongside how management supplies information and carries out agreed decisions.
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Review decisions as well as opinions
Select a small sample of consequential decisions: for example a capital commitment, a key appointment and a response to a material risk. Gather the original papers, relevant minutes and subsequent action updates. For each decision, trace what the board knew, which options it considered, what it decided and what happened next.
Ask directors the same core questions, then compare their answers with the records. If everyone says the discussion is constructive but the minutes show repeated deferrals, explore the reason. It might be missing evidence, unclear authority, insufficient preparation or a genuine disagreement that has never been resolved.
Ask management what makes it hard to prepare a useful paper and what happens after a meeting. A board may believe it has given a clear instruction while the person responsible has understood something different. Check the board reporting pack and action register together, rather than treating reporting and follow-through as separate problems.
Separate observations from interpretations. “Three papers arrived the evening before the meeting” is an observation. “Management does not respect the board” is an interpretation that needs testing. Record alternative explanations and the evidence still needed before reaching a conclusion.
Use this in your business
An evidence-led review checklist
- Purpose: Can directors explain the board's priorities consistently? Compare their answers with the strategy and annual agenda.
- Information: Do papers state the decision required, alternatives, assumptions and material risks? Examine a recent approval paper.
- Challenge: Were different views explored before agreement? Ask participants and check how the reasoning was recorded.
- Authority: Was it clear who could decide and who had to act? Compare the decision with the delegations and role descriptions.
- Follow-through: Does each action have an owner, a due date and an update showing the outcome?
- Capability: Which upcoming decisions need knowledge the board lacks? Use a board skills matrix to turn that gap into a development or recruitment discussion.
For each area, record: evidence examined; what is working; the gap; the proposed change; the person responsible; and the date you will check progress. “Evidence missing” is a useful finding to resolve, rather than a score to average away.
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Choose a manageable improvement agenda
Discuss the findings together before agreeing actions. Give each person a chance to correct factual errors, explain their perspective and identify what the board should keep doing. Where accounts differ, record the difference and decide what further evidence would resolve it.
Prioritise a few changes that address the causes of weak decisions. “Communicate better” is too broad to test. “Every approval paper includes the requested decision, options and key assumptions” is something the chair and management can check at the next meeting.
Assign an owner and a review date to each change. Agree what improvement would look like: papers arriving by the agreed deadline, fewer decisions deferred for missing information, or actions closed with evidence of the outcome. Revisit the actions through ordinary board reporting and use the next review to assess whether the changes have lasted.
Illustrative worked example
A capacity decision that keeps coming back
Consider a fictional privately owned business. Directors describe their meetings as productive, yet a proposed capacity investment has appeared at three consecutive meetings without a decision. This is an example of a review process, not a client result.
- Define the question: Why is the board unable to decide whether to proceed, defer or reject the investment?
- Trace the evidence: The first paper contains a supplier quote. The second adds a sales forecast. Neither compares alternatives or explains the cash commitment. Minutes say “discuss again” without naming the missing work.
- Test the explanation: Directors say they need a downside case. Management thought the board wanted another supplier quote. The chair checks that account with both groups.
- Agree the change: The finance lead prepares one decision paper covering demand assumptions, a staged option, funding and the effect of lower sales. The chair agrees the question and paper deadline before the next meeting.
- Check follow-through: At that meeting, the board records its decision and reasons. The action register names who will implement it and when the board will revisit the assumptions.
The useful output is a clearer decision process. The review does not predetermine whether the investment should go ahead.
Your next move
Give your board a clear review question
Bring the question you want resolved, two or three recent board papers and the associated minutes and action records. We can discuss a practical scope through our governance and leadership services. Based in Hawke's Bay, we advise owners and leaders across New Zealand.
Discuss your board reviewMeet our advisory team