Effective Board Evaluations: A Director’s Practical Tips | Skadden, Arps, Slate, Meagher & Flom LLP

Beth Vanderslice serves on the boards of AMD Inc., AESC Group Ltd. and Boston College. She was previously a director of Xilinx, Inc., where she chaired the nominating and governance committee, served on the compensation committee, participated in two CEO transitions and created a board evaluation process. Since 2019, she has also been a partner at Trewstar Corporate Board Services, which specializes in corporate board placements and board advisory services.

Both as a director and as a consultant at Trewstar, you’ve been involved in a number of board evaluations. What lessons have you learned along the way? How do you go about the process?

Traditional board evaluations have tended to rely on standardized, multiple-choice surveys. In my experience, these often result in uniformly high scores — everyone rates themselves a 4 or 5 — which discourages honest reflection and fails to surface substantive issues or opportunities for improvement. Check-the-box approaches do not drive meaningful change.

Instead, the process should center on confidential, in-depth interviews with each board member, including the CEO. Those interviews should be conducted by an independent evaluator, ideally someone with board experience, who can recognize important themes, ask probing follow-up questions, and ensure objectivity and anonymity.

When I lead evaluations, I use a detailed questionnaire that probes all aspects of board governance, focusing on five core areas.

First is board structure — whether the board’s composition, size and committee structure are optimal for the company’s current needs. This includes asking about the mix of skills and backgrounds of the directors, the role of the chair of the board or lead independent director, and the effectiveness of committee organization.

Next is board meetings, evaluating the quality and effectiveness of meetings, including agenda setting, the usefulness of materials and management presentations, time management, and the balance between full board and committee work. I pay special attention to the time independent directors spend together and with the CEO.

Board responsibilities are also a focus — the board’s involvement in setting and monitoring strategy, management development, succession planning, crisis preparedness, and the identification of risks and opportunities. Is the board actively engaged in creating shareholder value and staying abreast of industry trends?

The relationship between the board and management is also important. How open and effective is their communication, and does the board support and challenge management constructively?

Finally, information and resources — does the board receive timely, relevant information and have access to necessary resources, including non-company-specific data, and opportunities for site visits and product demonstrations.

Each area is explored through eight to 12 questions.

I’ve found — and this is probably not obvious — when reporting to a board on the results, verbatim comments are much more effective than summarized or reworded responses…. It’s much more effective in fostering productive discussions and concrete action.

That’s the substance. What tips can you offer about the process of asking these questions and compiling the results?

The design and execution of the process are critical. Using an independent interviewer with board experience not only ensures objectivity, but also allows the interviewer to draw on best practices observed across multiple boards.

For committee evaluations, input from external advisers such as compensation consultants or audit firm partners can provide valuable perspective and benchmarking against best practices.

Confidentiality and anonymity are crucial. Board members are more candid when assured that their feedback will remain confidential and anonymous, and evaluations are most valuable when they surface honest, sometimes delicate, feedback that might not otherwise be voiced.

I’ve found — and this is probably not obvious — when reporting to a board on the results, verbatim comments are much more effective than summarized or reworded responses. The authenticity of participants’ own words, even though anonymous, makes the feedback more impactful and irrefutable. It’s much more effective in fostering productive discussions and concrete action.

Typically, the process spans six to eight weeks.

Apart from verbatim quotes, what else would you recommend in presenting findings?

It’s best to first share the results with the board chair, lead independent director or nominating and governance chair, and the CEO before presenting them to the full board. This sequencing helps manage sensitive issues and avoids surprises in the boardroom. In some cases, outside counsel may be involved in delivering particularly sensitive feedback.

What about evaluating individuals?

This varies among companies. It is important to establish at the start whether the evaluation will include an invitation for each director to provide individual feedback. Even when the interviewer does not solicit individual assessments, respondents may offer it. However it’s gathered, feedback about individuals should be conveyed privately — never in front of the full board. Typically, the chair or lead independent director communicates this one on one, sometimes using a script we prepare when the feedback is sensitive. This approach ensures discretion and encourages constructive dialogue about how the director can improve.

It’s also important in many cases to evaluate the chair of the board or lead independent director role. That helps clarify roles and expectations, reducing confusion and potential conflict between board leadership positions.

Any potential pitfalls that companies and evaluators should be particularly attuned to?

I would caution against collecting or storing sensitive feedback in ways that could make it discoverable in legal proceedings. Specifically, I avoid email and board platforms for sensitive feedback, preferring verbal communication for follow-up. You need to be especially careful to avoid verbatim comments that could be misinterpreted or become problematic if taken out of context. All notes from evaluation conversations should be destroyed after the process, although it’s common to send a single hard copy of the final report to the general counsel in a way that ensures it’s covered by the attorney-client privilege.

It’s one thing to prepare a report. It’s another thing to effect change. What can you tell us about implementing improvements suggested by the evaluation process?

The real work begins after the assessment. A thorough evaluation generates a substantial list of ideas for improvement. Action items can range from minor process tweaks to significant governance changes.

We encourage boards to prioritize recommendations, assign responsibility for their implementation, and track progress. Some companies form temporary board effectiveness working groups to evaluate and implement recommendations, meeting regularly over the following months to maintain momentum.

Effective evaluations require active participation and ownership by the board itself. The board — not just management or outside consultants — should own the process of implementing recommendations. A subset of the board can take the lead on tracking and grading progress, with regular updates to the full board. Obviously, the process is most effective when supported by the board chair, and/or the lead independent director, and relevant committee chairs.

You’ve described a time-consuming process. How often should boards conduct self-evaluations?

I am a strong advocate for conducting board evaluations annually, rather than every two or three years. Each year brings new themes and learning opportunities, even for well-functioning boards. Regular evaluations keep the board engaged and focused on ongoing improvement. And the evaluation process should evolve to address new areas of oversight, such as technology strategy and risk, including AI, as these become increasingly important for boards.

Can you give examples of concrete changes that resulted from evaluations that have increased a board’s effectiveness?

Sure. I can think of several. We have been involved in numerous situations where some of these specific recommendations have been made:

Changing the templates for board materials and presentations.
Holding pre-meeting sessions for independent directors to allow for candid discussion of priorities and focus areas, ensuring that the full board meeting is more productive.
Providing clear feedback to the CEO after board meetings, especially regarding discussions held in independent director sessions, to ensure management understands the board’s perspectives and expectations.
Revising the committee structure and specific charters to clarify and delegate duties more appropriately, particularly with regard to strategy and technology oversight.
Related to this topic is developing a process for committee chair rotations.
Developing a code of conduct and boardroom principles around boardroom behavior.
Protocols for the way board members interact with the CEO’s direct reports.

In some cases, evaluations have helped prompt boards to articulate expectations for director tenure, even in the absence of formal age or tenure limits.

When done thoughtfully, a board evaluation is a powerful tool for governance, not just a compliance exercise. It can drive real change, lead to meaningful improvements in board performance and company oversight, and foster a culture of continuous improvement and engagement among directors.

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