1. Presented by Robert Ford
Board of Director’s Assessment: The Company Secretary in Creating a 360 degree evaluation
Presented by Robert Ford

2. Main areas to be covered
Conducting a performance review for board of directors to improve overall organisational strategy and vision
Processing self evaluations and corrections to determine realistic performance expectations
Generating a complete overview of board member’s perspective of their performance to encourage improvement
Boosting communication, collaboration and decision making by setting accountability of the board’s function

3. Conducting a performance review for board of directors to improve overall organisational strategy and vision
What is a 360 evaluation and why conduct them?
Will performance reviews instigate change?
How can performance reviews improve overall organisational strategy and vision?
Preparing for performance reviews
The role of the Company Secretary in the process

4. Conducting a performance review for board of directors to improve overall organisational strategy and vision
What is a 360 evaluation and why conduct them?
A holistic overview of performance and behaviours verses the director’s own perception
Objective and highlights common themes and areas for development
An annual opportunity to benchmark directors
A transparent process that is part of the overall governance framework of the organisation
Will performance reviews instigate change?
It depends on how they are used
The reviews provide an annual opportunity for open dialogue on individual director performance.
Change requires urgency and change agents
How can performance reviews improve overall organisational strategy and vision?
They provide focus directors
Directors look at past performance and are accountable for future objectives set
Tone of culture from the top and expected organisational behaviours
Preparing for performance reviews
Open dialogue with the Chairman, Chief Executive, the Company Secretary and any appointed third party consultant
The role of the Company Secretary in the process
Liaison with key stakeholders
Put together a board briefing on the purpose of performance reviews
Draft performance review questions for discussion
Assist with interviews, collecting data and analysing data

5. The HR and organisational procedures/policies
Processing self evaluations and corrections to determine realistic performance expectations
The self evaluation process allows directors to highlight their achievements and areas where they have developed during the period of review. The self evaluations should form part of an annual review process where there is dialogue and goal setting opportunities. Any development areas should be communicated and objectives set formally.
Comparing performance expectations with the director’s job description and responsibilities. Comparison with peers and 360 – evaluation feedback. Analysis and testing of data and scores.
The HR and organisational procedures/policies

6. Company Secretary’s role
Generating a complete overview of board member’s perspective of their performance to encourage improvement
Chairman’s role
The key driver for board performance
The lead for communicating this to the board and wider organisation
The public figurehead of the business to shareholders and stakeholders
Sets the performance levels for individual directors and the board as a whole
Encourages dialogue and monitors the development of the board’s performance
Tracks the implementation of the strategy
Interviews with directors to go through surveys and 360 – evaluations
Work closely with the Company Secretary
Company Secretary’s role
Confidential advisor/sounding board
Conduit between the chairman, chief executive, senior independent director, executive directors, non-executive directors and senior management
Liaison with external evaluating consultants
Draft communications for evaluation process
Provides the board with a paper on 360 degree evaluation
Conduct interviews and circulate surveys as required

7. Generating a complete overview of board member’s perspective of their performance to encourage improvement
Strategy
Governance and best practice
Succession planning
Compliance with laws and regulations
Operational management and reporting
Risk management
Knowledge and experience
Culture, behaviour and integrity
Participation and attendance at meetings
Financial performance

8. Challenge doesn’t have to lead to conflict
Board evaluation and engagement of the directors
Challenge doesn’t have to lead to conflict
Quotes
“It is the role of the chairman to make sure that the board understands from the start that the evaluation is of the board, and its decision-making process, and not of the individuals.” Bob Lawson, chairman of Genus plc and Barratt Developments plc
“The role of the non-executive directors is to challenge, and the role of the executive directors is not to take it personally.” Nicola Snook, Company Secretary of British American Tobacco

9. Boosting communication, collaboration and decision making by setting accountability of the board’s function
‘Goals’ are about intentions where as ‘accountability’ is about results and how they were achieved.
Some of the competencies expected of directors –
Knowledge of the industry, the company, the executive team, risks specific to the organisation or industry.
Technical and analytical skills (legal, finance and accounting), transactional savvy, demonstration of individual decision making.
“Soft” skills; interpersonal skills, behaviour, emotional intelligence, reasoning, negotiation, engagement and general communication skills. Exhibit tolerance and professional courtesy when board members have opposing views or challenge rationale.
Ability to perform the duties and responsibilities in their job description.
A social responsibility to other directors.
Continued professional development and training.

10. Organisational change and continual improvement loop
Strategy, planning and vision
Setting responsibilities for directors
Communicating and obtain buy-in for 360 evaluations
Review of individual director performance
Review the performance of the board and how well they work together
Analyse the effectiveness of the board, the committees and individual directors

11. Close and contact details
Any questions or observations you would like to share?
Thank you
Robert Ford