CORPORATE GOVERNANCE – How to create the questionnaire

          In order to be properly drafted, the Chair must work with the committee chairs to set the questions that will determine and measure whether individual and collective responsibilities are being met.  The questionnaire should begin with rudimentary matters such as attendance, preparedness, courtesy and then move to the more advanced areas such as meeting committee mandates and corporate objectives.  The former questions are most important to the smooth functioning of a board and can be the issues that begin to undermine its functioning.  Think of your own reaction to a colleague who is perennially late or ill-prepared or who dominates conversation with matters irrelevant to the discussions.

But it is the latter group of questions which speak to whether the board is effective.  Those questions are not easily drafted but are key to the evaluation.

There is no doubt that the questionnaire must be customized by the organization to reflect its business, the mandates of its board committees and any matters that are specific to the organization.  The questions must reflect where the company is in its life cycle.  Presuming it is a start-up, then it is important that an organization begin with a questionnaire and that one director or third party take the responsibility for collating the information and disseminating it to the directors.  It should have set of questions pertaining to the organization and board as a whole and some specific to the individual directors.  The responses pertaining to the individual directors should initially only be reported to them and not to the group.  If however there is an “across the board”  view of one director, then the Chair ought to become involved.  If the Board is dysfunctional, then a third party and perhaps even a lawyer, may need to become involved to give much needed distance to the directors giving difficult answers.

Whither third party interviews?  In order to avoid a tick the box exercise, some organizations use director interviews.  This may involve more cost as often the interviews are conducted by third parties who are at arms’ length.  In the ICSA’s recent newsletter of Summer 2012, James Beck, Managing Director and Mark Watson, Senior Advisor, EFFECTIVE GOVERNANCE, argued that
“Interviews provide an opportunity to collect rich and complex data, but require an experienced interviewer and can be very resource intensive in terms of designing lines of questioning and subsequent analysis of directors’ responses.”  (p.5)

Their analysis points to the usefulness of such interviews but also to a major deterrent.  If an organization has grown up with interviews being an integral part of the self-evaluation process, then it is ingrained in their corporate culture.  However most organization have not and so the board may feel that the interviews are intrusive, cumbersome and costly.  Some may even argue that it is preferable for the board members to talk to one another.  While this is a valid argument, there are many notable examples where the atmosphere in the board room makes it unlikely for open dialogue to occur.  In that case, interviews would be needed.

However conducted, self-evaluations are here to stay and so organizations are best to embrace the process.