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Conducting Governance Reviews

The CUC Guide suggests that all governing bodies conduct reviews of their effectiveness not less than every five years, and this is now common practice.

During 2010 the CUC and LFHE began a project with the governing bodies of 16 institutions to pilot a new approach to reviewing governing body effectiveness. This has led to a new Framework for Identifying Governing Body Effectiveness in Higher Education and further guidance on conducting effectiveness reviews.

Typical methods of conducting reviews include: through the use of surveys to governors; by individual officers conducting a review; by an internal working group of the governing body; by the internal audit function; or through the use of external advisors (usually either consultants, retired senior university administrators, or the chair of another board).

In practice, the nature of the reviews undertaken appears to have varied considerably, ranging from relatively cursory activities based on board discussions at 'awaydays' through to substantial consultancy assignments undertaken by recognised external experts in the field. However, overall it is clear that a significant number of institutions are working hard at improving further the quality of corporate governance using evaluation as a springboard for action.

Some of the lessons learned from existing reviews are that:

The value of effectiveness reviews appears to vary. In general, it seems that those institutions where the clerk and the board have thought deeply about it and have a commitment to enhancing governance have benefited most. Conversely some institutions that have conducted relatively superficial reviews report little resulting benefit.
In their first round of reviews most institutions concentrated on the processes of board meetings (information flows, etc), and only more recently have some started to review the performance of boards and ask fundamental questions about their role and value.
Where benefits have been reported the main ones have been: clarifying the role and responsibilities of governing bodies; changing the size and nature of board membership; improving the conduct of business; enhancing the nature and presentation of information; enhancing the strategic role of boards; and encouraging support, training and induction of board members. Given the initial focus on process issues these benefits are not surprising.
Many institutions have used surveys of board members, but the value of these has been mixed depending upon survey design, the types of questions asked, and the willingness of participants to be constructively critical. Surveys based on members' satisfaction may be useful, but satisfaction can also be a poor measure of effectiveness.
In second or subsequent reviews there appears to be more use of external advisers who may be able to probe in more depth than could be done in an internal review.
Depending upon the nature and outcome of effectiveness reviews there is a danger of 'review fatigue'. The CUC recommends a review not less than every five years, but in a time of rapid change for governance some institutions may choose to undertake them more regularly. Informal evidence suggests that review fatigue is minimised when they are undertaken in a considered and purposeful manner.

Powerpoint presentation:

Assessing the Effectiveness of your Governing Body: Learning from Experience, Jim Benson, Secretary to Council, Brunel University

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