m
a
z
a
r
s
m
a
z
a
r
s
m
a
z
a
r
s
m
a
z
a
r
s
m
a
z
a
r
s
m
a
z
a
r
s
ma
za
r
s
m
a
z
a
r
s
m
a
z
a
rs mazars mazars mazars m
a
z
a
r
s
m
a
z
a
r
s
m
a
z
ar
s
m
a
z
a
r
s
m
a
z
a
r
s m
a
z
a
r
s
m
a
z
a
r
s
m
a
z
a
r
s
m
a
z
a
r
s
N
A
O
M
a
z
a
r
s
I
C
A
E
W
N
A
O
M
a
z
a
r
s
I
C
A
E
W
N
A
O
M
a
z
a
r
s
I
C
A
E
W
N
A
O
M
a
z
a
r
s
ICAEW NAO Mazars ICAEW
N
A
O
M
a
z
a
r
s
I
C
A
EW
N
A
O
M
a
z
a
r
s
I
C
A
E
W
N
A
O
M
a
z
a
r
s
I
C
A
E
W
N
A
O
M
a
z
a
r
s
Unlocking your
board’s full potential
Board EvaluationQuestionnaire
An effective evaluation can help even highly
successful boards to enhance their performance
and improve their organisation.
Board members in central government may find it helpful to complete this questionnaire
annually as part of their board evaluation process.
As a qualitative element is important in any assessment of performance, the questionnaire
includes space for appraisers to add comments as well as a set of reflective questions at the end.
The assessment adds most value as a facilitated exercise that explores the reasons underlying
board members’ scores and comments. Facilitation is more effective if someone independent of
the board and senior management, but who understands the organisation, performs this role.
Our tip for analysing the results is for boards to focus on areas where there is a broad agreement
that improvement would be beneficial and where there are a range of views in the boardroom on
performance.
The questionnaire sets out some searching questions that should be relevant to most boards.
Statutory boards should benefit most as it builds on the foundations of a clearly defined role and
the ability to set the direction of the organisation. But non-statutory boards may also find some
of the sections useful in their performance evaluations as they identify current best practice.
We produced this questionnaire with HM Treasury’s Corporate governance in central government
departments: code of good practice in mind. In some places the questions go further than this and
draw on private sector best practice, for example with regard to independent directors. The
questions also sometimes suggest items of business that central government boards could
regularly consider, such as novel and contentious expenditure.
Boards may find it useful to take this opportunity to test their performance against others.
Further information on this questionnaire is also available at this email address or from
We welcome your feedback on this questionnaire. Please send any comments to the email
addresses above.
Unlocking
your board’s
full potential
Objectives, strategy and remit
1. The board has a clear set of objectives that are independent of those for the
organisation.
2. The board realistically assesses its performance against its objectives at regular intervals
a
nd at year-end.
3. The board has developed a strategy for the organisation that is central to the way it is
directed.
4. The strategy is well aligned to the organisation’s remit and its capabilities, i.e. its
people, assets, intellectual property, and financial and other resources.
5. The board devotes quality time to reviewing the implementation of the strategy.
6. The strategy is updated for any changes to the organisation’s remit or the external
environment.
7. Significant programmes and projects are clearly aligned to the strategy and fall within
the organisation’s remit.
Further comments on objectives, strategy and remit:
1 2 3 4
Performance measurement
8. Management regularly reports to the board on key outcomes and targets that flow
directly from the strategy.
9. Performance information is integrated with financial reporting.
10. The board gets early-warning signals of problems ahead that will adversely affect key
outcomes, targets or financial performance.
11. Management provides a thorough analysis of performance against budget, targets and
key outcomes, and discusses any necessary remedial action.
12. The board has a good understanding of the performance of the organisation relative
to other bodies, where appropriate.
13. The board takes collective responsibility for the performance of the organisation.
Further comments on performance measurement:
1 2 3 4
Board Evaluation Questionnaire
1 = Strongly Disagree 2 = Partly Disagree 3 = Partly Agree 4 = Strongly Agree
Relationships with key stakeholders
14. Relations with the sponsor department are productive and supported by regular and
open communication.
15. The sponsor department and Parliament consider the organisation is performing
well, has a strong board and a good reputation.
16. The board receives full reports whenever the chair or Accounting Officer/Chief Executive
meets with Ministers, other key stakeholders and major funders. The reports include
stakeholder perspectives on the organisation’s performance, strengths and areas for
development, where appropriate.
Further comments on relationships with key stakeholders:
1 2 3 4
Propriety, fraud and other leakage
17. The board is aware of, and annually approves, the scheme of delegation.
18. The board receives regular reports on fraud and takes steps to address any failures or
perceived weaknesses.
19. The board is satisfied that it receives full and timely notification of all significant losses,
special payments or other leakage. The board takes appropriate action to address any
weaknesses or failures.
20. The board is always provided with advance notification of all proposed novel or
contentious expenditure.
Further comments on propriety, fraud and other leakage:
1 2 3 4
1 =
Strongly Disagree
2 =
Partly Disagree
3 =
Partly Agree
4 =
Strongly Agree
Delivery chain and project management
21. The board receives regular updates on progress for all programmes and projects subject
to the Gateway review process, and any others judged high risk by the organisation.
22. The board is provided with timely and robust post-evaluation reviews for all major projects
a
nd programmes, including an examination of whether all intended benefits were realised.
23. Where delivery is devolved to partner organisations, the board receives regular assurances
over delivery, the operational effectiveness of partners’ governance arrangements and the
regularity of expenditure made on its behalf.
Further comments on delivery chain and project management:
1 2 3 4
Risk management
24. The board is clear on its risk appetite.
25. The board has a sound process for identifying and regularly reviewing its principal risks,
and makes the necessary amendments in the light of changes in the internal and external
environment. This process involves all parts of the business.
26. The board receives regular, insightful reports on the organisation’s risk management and
internal control systems that provide assurance over their operational effectiveness.
27. The board takes full account of risk in its decisions, for example, in relation to
proposed major projects and programmes.
28. The board receives reliable projections of future cash flows for the medium as well as the
short term, and is confident that the available funding will enable the organisation to
develop and operate as planned.
29. The board is satisfied there have been no problems with regulatory and similar
requirements, and that sound health and safety, employment and other practices are
implemented to protect the organisation against unnecessary litigation and reputation risk.
30. The board is aware of changing demand patterns and is confident that these can be
met from the resources available and within the organisation’s statutory remit.
31. The board monitors the political environment for potential changes to its remit and
assesses the impact these will have on the strategy.
32. The board is aware of the organisation’s information needs. Any exceptions to best
practice over data acquisition, usage, storage and destruction are reported.
33. No substantial, unexpected problems have emerged which the board should have been
aware of earlier.
Further comments on risk management:
1 2 3 4
1 =
Strongly Disagree
2 =
Partly Disagree
3 =
Partly Agree
4 =
Strongly Agree
The audit committee, internal audit and corporate reporting
34. The audit committee has sufficient expertise, support, time, and access to key staff and
information to enable it to discharge its monitoring and oversight role effectively.
35. There is a proper discussion (not just nodding through) by the board of reports from
the audit committee, ensuring all members are aware of the issues discussed and
t
heir resolution.
36. The internal audit function is independent of management, appropriately skilled,
competent and complies with Government Internal Audit Standards.
37. The board is satisfied that there is no evidence of aggressive or less than fully transparent
accounting in the financial statements.
Further comments on the audit committee, internal audit and corporate reporting:
1 2 3 4
The boardroom
38. The board is cohesive and combines being supportive of management with providing
appropriate challenge.
39. A senior independent director role exists to strengthen the position of the non-executives.
40. The Chair leads meetings well with a clear focus on the big issues facing the
organisation and allows full and open discussion before major decisions are taken.
41. Induction and development programmes ensure board members remain up-to-date
throughout their time on the board.
42. Working as a team, the board has the right blend of skills, expertise and personalities,
and the appropriate degree of diversity, to enable it to face today’s and tomorrow’s
challenges successfully. Appointments place significant emphasis on succession
planning both with regard to independent and non-executive directors’ positions.
43. The board constantly strives to improve its effectiveness by ensuring its own performance
appraisal replicates good practice elsewhere.
44. The board draws up action plans following its performance evaluations. The actions
include behavioural and qualitative aspects, where appropriate.
45. The board regularly reviews progress against its performance appraisal action plan.
Further comments on the boardroom:
1 2 3 4
1 =
Strongly Disagree
2 =
Partly Disagree
3 =
Partly Agree
4 =
Strongly Agree
Reflections
46. Has the questionnaire addressed all issues in respect of the board’s performance?
4
7. Overall, do the questionnaire responses accurately portray the board’s
performance?
Further comments on the reflections:
1 2 3 4
1 =
Strongly Disagree
2 =
Partly Disagree
3 =
Partly Agree
4 =
Strongly Agree
Please get in touch. . .
For more support on evaluating and developing your board's effectiveness, please contact:
Craig Scarr, Managing Partner, Governance, Risk and Internal Controls team, Mazars LLP
Andrew Baigent, Director General, Financial Audit, NAO
Glossary
Independent director: This is a concept set out within the
Combined Code, following the recommendation made in the
Higgs Report. Provision A.3.1 defines independence as follows:
The board should identify in the annual report each non-
executive director it considers to be independent. The board
should determine whether the director is independent in
character and judgement and whether there are relationships
or circumstances which are likely to affect, or could appear to
affect, the director’s judgement. The board should state its
reasons if it determines that a director is independent
notwithstanding the existence of relationships or circumstances
which may appear relevant to its determination, including if
the director:
• has been an employee of the company or group within
the last five years;
• has, or has had within the last three years, a material business
relationship with the company either directly, or as a partner,
shareholder, director or senior employee of a body that has
such a relationship with the company;
• has received or receives additional remuneration from the
company apart from a director’s fee, participates in the
company’s share option or a performance-related pay
scheme, or is a member of the company’s pension scheme;
• has close family ties with any of the company’s advisers,
directors or senior employees;
• holds cross-directorships or has significant links with other
directors through involvement in other companies or bodies;
• represents a significant shareholder; or
• has served on the board for more than nine years from the
date of their first election.
All of the above criteria, barring that related to representing
significant shareholdings, are relevant in the public sector
context (with some adaptation).
Accounting Officer: The senior official in the organisation
and he or she may be called to account in Parliament for the
stewardship of the resources within the organisation’s control.
Acting within the authority of the Minister(s) to whom he or
she is responsible, the Accounting Officer should ensure that
the organisation, and any subsidiary to it or organisation
sponsored by it, operates effectively and to a high standard
of probity.
Government Internal Audit Standards: The set of internal
auditing standards for central government, based on the
International Standards for the Professional Practice of Internal
Auditing issued by the Internal Audit Standards Board of the
Institute of Internal Auditors, the global professional body.
Where necessary, specific requirements or interpretations for
central government are made.
© Mazars LLP 2009/09 - 24106
This questionnaire seeks to highlight general issues relating to board evaluations and we have taken care in its
preparation. Mazars LLP, The Institute of Chartered Accountants in England and Wales and the Comptroller and
Auditor General, as head of the National Audit Office, cannot accept responsibility for loss incurred by any person,
company or entity as a result of acting, or failing to act, on any material in this publication. Specialist advice should
always be sought in relation to your particular circumstances.
