Principles - Independent Board Performance Reviews

Principles – Independent Board Performance Reviews ...

GRC Consulting subscribes to and upholds the best principles of global Corporate Governance practices, irrespective of the underlying framework or issuer.

Consequently, we subscribe to and support the UK efforts, underpinned by the “ICSA – Review of the effectiveness of independent board evaluation in the UK listed sector – January 2021”, targeted for implementation by close of 2021, and incorporated into service delivery 2022 going forward.

We set out on our website, for purposes of public transparency, following these recommendations, the “Principle Framework” under which GRC Consulting operates and provides client “Independent Board Performance Reviews” and related services.

On-Page Menu Linking ...

For your convenience, we have structured the “Principle Framework” under which GRC Consulting operates and provides client “Independent Board Performance Reviews” and related services information on this page into the following major sections.

The headings are followed by an “On-Page Link” Button which when clicked, will navigate you directly to the selected section.

Principles – Independent Board Performance Reviews …

On Page Link
  • Primary Purpose …
On Page Link
  • Definition – Board Performance Reviews …
On Page Link
  • Frequency …
On Page Link
  • Responsibility, Accountability and Roles …
On Page Link
  • Reviewer Code of Practice and future Public Register of Reviewers …
On Page Link

Code of Practice – General Principles …

On Page Link

Code of Practice – Board Reviewer Principles …

On Page Link
  • Eligibility and Definition …
On Page Link
  • Commitments …
On Page Link
  • Coverage …
On Page Link
  • Principles for engaging …
On Page Link
  • Independence and integrity …
On Page Link
  • Client engagements …
On Page Link
  • Client disclosure …
On Page Link
  • Competence and capacity …
On Page Link
  • Terms of engagement …
On Page Link
  • Scope and conduct of the engagement …
On Page Link
  • Client disclosure …
On Page Link

Code of Practice – Client Principles …

On Page Link
  • Selection …
On Page Link
  • Scope and process …
On Page Link
  • Disclosure …
On Page Link
  • Listed companies …
On Page Link
  • Externally facilitated evaluations …
On Page Link

- Primary Purpose ...

The primary purpose of regular Board Performance Reviews is to help the Board continuously improve its performance and that of the organisation.

The continual process of self-improvement may include making changes to the Board. Reported disclosures should provide evidence of a robust methodology and a willingness to act on the outcomes. By doing so, the Board can reassure shareholders and other stakeholders that it takes its responsibilities seriously and endeavours to carry them out to the best of its ability.

Engaging an independent reviewer can bring greater objectivity and fresh insights to the process and reassure the organisation’s shareholders and other stakeholders that the Board and organisation take its responsibility for continuous improvement seriously.

- Definition – Board Performance Reviews ...

It is intended that the Code of Practice for Board Reviewers should not define an “independent Board Performance Review” in such a way that would result in a reviewer being required to follow prescribed methodologies to be accepted as a signatory. Neither should it prescribe minimum qualifications. However, it should include a “de minimis” definition that excludes those firms that supply organisations with software or other tools that the organisation may use as part of its internal review.

GRC Consulting does not subscribe to nor supply any clients with software or other tools for their use in their internal review. It only provides services, which may include the use of software and or other tools, as part of an “external and independently provided Board Performance Review service that results in defined client deliverables and reporting”, which may or may not include onsite visits and or interviews with relevant persons, subject to the scope of the client engagement.

- Frequency ...

In broad global terms and current best practices, Boards are required, and generally contained within respective corporate governance codes, to annually undertake Board Performance Reviews, report on the process and results as appropriate to the organisation. An Independent Board Performance Review should be conducted at least within every third year.

- Responsibility, Accountability and Roles ...

The Board is entirely responsible and accountable.

Engaging an independent reviewer does not transfer that responsibility away from the Board.

Nor are the independent reviewers employed to provide assurance either to the Board itself or its stakeholders regarding the Board’s current or future effectiveness.

The role of the Independent Reviewer is to identify any issues that the Board should consider. The role of the Board is to take appropriate action to address them. The role of shareholders and other stakeholders is to hold the Board to account for the effectiveness of those actions.

The support needed by one Board may be very different from that required by another.

It is legitimate for shareholders and others to seek greater accountability from both organisations and reviewers regarding how board performance reviews are conducted and evidence that they are being undertaken robustly. Reviewing the Board’s effectiveness may not be an exact science, nor should it be a black box.

Any set of actions to improve the conduct and accountability of external Board Performance Reviews must be addressed to organisations and reviewers and must enhance the ability of shareholders and other stakeholders to hold both to account.

- Reviewer Code of Practice and future Public Register of Reviewers ...

The stated future intention by these currently interested Regulatory and other Authorities is to establish a voluntary “Code of Practice” for Reviewers. While the Code would be voluntary, signatories would be expected to demonstrate that they adhere to the standards set out in the Code on an “apply and explain” basis.

GRC Consulting welcomes and supports this initiative and undertakes that it will become a signatory when such Code of Practice is available for Reviewers to subscribe to this Public Register of Reviewers. Further, we will encourage our clients to voluntarily adopt these good-practice principles covering reviewer selection and how the review is conducted and reported upon. This GRC Consulting position is irrespective of the fact that these requirements are contained in the UK Corporate Governance Code (which requires organisations to make disclosures regarding a board evaluation). The aim is that organisations should draw on the guidance in their annual report or any other Regulatory or public reporting published in 2022 and beyond.

Code of Practice - General Principles ...

Organisations that use an external independent Board Performance Reviewer in the period covered by the annual report or any other Regulatory or public reporting should disclose whether that reviewer was a signatory to the Code of Practice.

Organisations should agree with the reviewer any references to the process followed by the reviewer and any observations attributed to them and confirm in the annual report or any other Regulatory or public reporting that they have done so.

Given the nature of the Board Performance Review, it is not intended that reviewers be prevented from providing other services to their clients. Still, both reviewers and organisations should explain how any conflicts of interest or threats to the reviewer’s independence are managed in these circumstances. Organisations should indicate whether the fees paid for the Board Performance Review exceed those paid for other services in the annual or other reports.

Board reviewers should disclose their policies relating to the length of their relationship with clients. Organisations should disclose whether the relationship exceeds six years and, if so, explain how any conflicts of interest or threats to the reviewer’s independence are managed. An explanation should also be provided by the organisation where the reviewer has any other connections with the person leading the appointment process for the organisation.

That the independent Board Performance Review evaluation should not be seen as an assurance function, as doing so would: 1. result in the review becoming a backwards-looking compliance exercise that generated little value; 2. that it would reduce the Board’s willingness to be open with the reviewer; and 3. that it would raise unrealistic expectations as to the ability of the review (or reviewer) to prevent future failings.

It is not the job of external reviewers to provide an absolute rating or ranking of the Board’s current effectiveness – either to the Board itself or to its regulators, shareholders or other stakeholders – or to provide guarantees or assurance as to the Board’s future effectiveness.

The benefit of a Board Performance Review only materialises if there is sufficient transparency about the process and outcomes.

Organisations are expected to disclose in addition to whether the external reviewer is a signatory to the Code of Practice, the following: the process by which the reviewer was selected, how the board evaluation has been conducted, the nature and extent of an external evaluator’s contact with the Board and individual directors, the outcomes and actions taken, and how it has or will influence Board composition and performance.

The impact of any Board Performance Review depends as much, if not more, on the attitude of the Board as it does on the reviewer’s ability.

The Board appoints the reviewer, sets the review terms, and decides how to respond to the findings. The role of the external board reviewer is to identify and highlight any issues that the Board should consider; the role of the Board is to take appropriate action to address them; the role of shareholders and other stakeholders is to hold the Board to account for the effectiveness of those actions.

The Code of Practice encourages greater transparency about how individual external board reviewers conduct reviews so that organisations and their stakeholders can better assess which reviewers are best suited for their own particular needs.

That signatories to the Code should report against it on an ‘apply and explain’ basis, striking an appropriate balance of introducing a degree of rigour into how signatories address the principles while retaining the necessary flexibility.

Those organisations should agree with the external board reviewer: any references to the process followed by the reviewer, any observations attributed to them, and confirm in the annual report or any other Regulatory or public reporting that they have done so.

Code of Practice - Board Reviewer Principles ...

- Eligibility and Definition ...

GRC Consulting, as a provider of independent Board Performance Reviews, will, when the Public Register is available, become a signatory to the Code of Practice for Board Reviewers, and irrespective of this being made available, agrees to abide by the commitments of the Code of Practice, as set out below.

For the purpose of compliance with this Code of Practice, for which GRC Consulting’s provision of services is fully compliant, an ‘independent Board Performance Review’ is defined as one where the assessment of the Board’s performance and the provision of appropriate feedback to the Board has been undertaken or facilitated by a third party, independent of the organisation. The definition does not include providing proprietary material to organisations to undertake their internal evaluations.

- Commitments ...

GRC Consulting acknowledges that the Code of Practice for Board Performance Reviews operates on an “apply and explain” basis and undertakes to operate its Board Performance Review service on this basis, including applying all of the Principles of the Code, which we hereby publicly disclose and how we achieve this. Further that GRC Consulting undertakes to review this service, all its undertakings, declarations and compliance on an annual basis and make such changes as may be required to ensure ongoing full compliance with the Code of Practice.

Further, GRC Consulting commits to discussing the Code with its clients through engagement and appointment to ensure that the terms on which GRC Consulting are hired are compatible with the Code of Practice.

- Coverage ...

GRC Consulting will ensure that any Board Performance Review engagements with FTSE 350 companies are conducted in accordance with the Code of Practice and that all other Board Performance Review engagements with non-FTSE 350 or in respect of other global jurisdiction clients are encouraged to follow the Code of Practice.

- Principles for engaging ...

GRC Consulting acknowledges and undertakes that our responsibility is to demonstrate our expertise, experience, and capacity necessary for each engagement to potential clients. GRC Consulting will only accept work that, in our opinion, we are qualified to perform and in which we can serve our clients effectively.

GRC Consulting undertakes and publishes on our website and related public information sources sufficient information that addresses each of our ranking services, including our experience, expertise and resources and how we typically undertake the various Board Performance Reviews, to enable potential clients and their shareholders and other stakeholders to assess how well suited they are for any specific engagement.

- Independence and integrity ...

GRC Consulting provides a list of services offered through its website, and we specifically highlight that we do not provide “audit opinion-based services”.

We further warrant that our engagement and ongoing client relationship procedures are robust to address potential or actual conflicts of interest that may arise in providing other services to any client for whom we undertake Board Performance Reviews. We proactively communicate these matters with our clients, potential or otherwise. We will refuse engagements where either we are of the opinion that we cannot deliver on a client’s request or that potential or actual conflicts of interest can not be satisfactorily addressed to safeguard our independence and mitigate any potential or actual conflicts of interest.

GRC Consulting holds foremost that the value to our clients and their possible investors/stakeholders of an externally facilitated Board Performance Review is that it brings an independent perspective to the process. Consequently, GRC Consulting holds paramount our independence to all client engagements and will not compromise our standing or our reputation, which is critical to our client’s value from Board Performance Reviews and any other engagements.

GRC Consulting subscribes to the Code of Practice requirement for organisations to disclose when our relationship exceeds six years, given a three-year need for external Board Performance Reviews, and for organisations to explain how any conflicts of interest or threats to our independence are managed.

Additionally, GRC Consulting manages these aspects on an ongoing basis and engagement by engagement. We acknowledge factors such as Board Director rotation and changes, materiality and nature of engagements, among many other elements, but in all cases, act to ensure the highest standards of independence and integrity are maintained.

- Client engagements ...

GRC Consulting, in line with the “Provision of Services” documentation, maintained on our website and our requirements for all client engagements, ensure that the terms of engagement for each Board Performance Review have been clearly and unequivocally agreed in writing with the organisation before any review commences.

GRC Consulting, in line with the “Provision of Services” documentation, maintained on our website and our requirements for all client engagements, ensure that we commit to keeping all information received during the engagement confidential, with the exceptions of the discovery of unlawful practices or where information is demanded through lawful processes by Regulators or a court of law.

- Client disclosure ...

GRC Consulting, through its engagement documentation, requires that client disclosures of details of the process or outcomes of any Board Performance Review undertaken by us, either publicly or to a Regulator, should be preceded by our opportunity to review and to agree in writing as to the description of the process followed and any statement that purports to represent our opinions before it is published or provided.

- Competence and capacity ...

GRC Consulting, while the range of topics and skills required will vary depending on the assignment, ensures that all our GRC Consulting Board Performance Reviewers, whether direct personnel, consultants or Partners that may be involved in undertaking a full Board Performance Review, will have, in addition to:

  • practical personal Board experience, derived from being a director, company secretary or other professional;
  • knowledge of, and expertise in, governance and behavioural issues;
  • senior-level management and commercial experience;
  • financial expertise;
  • communication, personal and interpersonal skills including tact and discretion; and
  • possession of relevant professional qualifications and up-to-date professional knowledge,

 

the ability to:

  • assess the degree to which the Board and its Directors display rigorous thought processes leading to breadth, depth and independence of thinking, in addition to attributes such as skill, experience, knowledge, diversity and capability;
  • assess the behavioural dynamics of the Board;
  • conduct deep-dive observations and reviews across the Board and its committees;
  • assess the contribution of individual Directors;
  • assess wider succession issues, such as that of the senior executive team;
  • analyse the effectiveness of the Board’s decision-making processes, for example, by reviewing specific decisions which were critical to the success of the business;
  • review board and committee documentation, such as the list of matters reserved for the Board, terms of reference for board committees, and a sample of board and committee papers;
  • solicit and understand external perspectives on the Board’s performance, including those of the organisation’s major shareholders and stakeholders;
  • advise the Board on how to address the issues identified by the review; and
  • provide and present a full report and recommended actions to the Board.

 

GRC Consulting highlights the critically important factor of the definition of a “full” review and therefore of the inclusion, as illustrated by the Code of Practice points bullet-pointed above, within any Client Engagement Contract to adequately meet these criteria.

GRC Consulting has adopted the guidance of the Code of Practice. The Code highlights a “full” review as one that looks comprehensively at all aspects of the Board’s performance, typically undertaken every three years and inclusive of the illustrated Code of Practice points bullet-pointed above, as opposed to any narrower reviews, that may be focused on specific issues or subsets of a “full” review, which may be carried out during the intervening period.

GRC Consulting highlights that, ultimately, the scope of such reviews will be determined in part by the client’s needs. Therefore, it is not possible to provide a more precise definition and, consequently, have to be determined for each engagement. Nonetheless, GRC Consulting follows the Code of Practice and the need to achieve the highest standards of professional practice with integrity, client satisfaction, and value delivery through its client service delivery.

The GRC Consulting focuses on solving complex problems for Boards and Executive Leadership utilising our creative skills, methodologies, and technologies. We are experts in delivering these solutions to our clients. The “front-end” of our engagements invariably incorporate the use and deployment of services through these means. Our website, particularly the detailed sub-menu “service sections” under the “Service” tab, reflects the processes deployed and followed up, once contracted, with summary and detailed documentation delivered to our client participants. This approach ensures a complete understanding of the engagement and its process requirements, active and the highest levels of participant engagement, and consequently, superior, efficient and effective delivered results to our clients at great value for investment.

- Terms of engagement ...

GRC Consulting will, whilst the terms of engagement may vary between and in accordance with specific client’s needs and requirements, seek to address and engage on the following aspects/terms and conditions in respect of Board Performance Reviews:

  • The identity of the respective client and GRC Consulting lead contacts are identified within the engagement contract, including the process for consultation between them.
  • The identity of the client contact with whom GRC Consulting may discuss in confidence any concerns about how the review is being managed, such as a named independent board member.
  • Agreement on the process that will be followed to deliver the engagement. This agreement includes the scope and access available to GRC Consulting to directors, staff, other parties, and relevant documentation or other information. This agreement will also include the process by which the Board will receive and review GRC Consulting’s report, including notifying GRC Consulting of any Regulatory or public reporting, the arrangements for and obtaining GRC Consulting’s advance comments in this respect.
  • Agreement on deliverables, the timescale for completion and GRC Consulting remuneration and or reimbursement of out of pocket expenses.
  • Arrangements, where appropriate, for any follow-up work to be undertaken by GRC Consulting, including and specifically in the case of Board Performance Reviews for any follow-up discussions to the engagement within twelve months to review progress on the agreed outcomes.
  • A Confidentiality Agreement to cover all aspects of the engagement, including all interviews, for the period of and after the engagement.
  • Arrangements to address GRC Consulting’s “insider status” and how this will be managed to ensure efficiency and effectiveness of the engagement’s execution and delivery, and what obligations may be required of GRC Consulting.
  • Guidelines as appropriate, in addition to Confidentiality, as to how GRC Consulting may treat particularly sensitive information or information about differences of view, attitude and approach that should be respected and not included in the main report, such as whistle-blowers, to whom this should be raised with and treated to ensure that matters are aired without compromising the information or individual(s) concerned.

- Scope and conduct of the engagement ...

GRC Consulting will use its cumulative knowledge and experience to recommend a scope and methodology that we consider appropriate, based on the client’s communicated information and guided by our objective view of the client’s best interests. GRC Consulting, as a consequence, acknowledges and undertakes our responsibility, in addition to our website information and related documentation, to clearly explain to our clients: the nature of the engagement, the processes, what access we require to individuals and resources, the topics we will cover and how we will report our findings, to help our clients efficiently and effectively manage the engagement, its processes and requirements, and reduce the risk of misunderstandings at any stage.

GRC Consulting acknowledges in advance the possibility that there may be attempts to constrain our ability to make a robust and independent assessment, either when agreeing on the methodology to be followed or during the review. Examples may include limiting our access to individual board members or other parties during the review or asking us to alter our findings.

When faced with such circumstances, GRC Consulting, in addition to our internal risk management and other procedures, will raise our concerns with the appropriate client contact for proper resolution. Ultimately, however, an unsatisfactory resolution in this respect cannot be comprised upon, and GRC Consulting will withdraw from any engagement where we consider we are being asked to act in an unethical or manner damaging to our reputation.

- Client disclosure ...

GRC Consulting acknowledges in advance that specific clients, such as, by way of example, listed companies that may or may not apply the UK Corporate Governance Code, are required to disclose information about the conduct and outcome of the Board Performance Review either publicly or to a regulator and that sensitivities may arise. While responsibility for these disclosures ultimately rests with the client, as noted above under “Terms of Engagement”, and that such disclosures are balanced and accurate, GRC Consulting will seek engagement agreement to include the process by which the Board will receive and review GRC Consulting’s report, including notifying GRC Consulting of any Regulatory or public reporting requirements, and the arrangements for and obtaining GRC Consulting’s advance comments in this respect.

In any instance where GRC Consulting has commented on relevant client disclosures, and we have remaining concerns that our client still intends to make a statement that GRC Consulting considers in its professional opinion to be misleading, we will raise such concerns in the first instance with the appropriate designated client contact, following which we will write, formally recording our concerns.

Code of Practice - Client Principles ...

- Selection ...

GRC Consulting will ask and expect our clients to:

  • Not delegate the decision on the appointment of a Board Performance Reviewer to a single board member or employee.
  • Ensure that the engagement appointment decision is ratified by either: a group of appropriate executives, the entire Board, its executive or nomination committee, or another appropriate grouping.
  • Not appoint reviewers who may create a conflict of interest.
  • Not have a relationship with the same reviewer for more than six years, except where it has/or can disclose that when any relationship exceeds six years, given a three-year need for external Board Performance Reviews, that the organisation has/can explain how any conflicts of interest or threats to independence are managed, acknowledging factors such as Board Director rotation and changes, materiality and nature of engagements, among many other elements, but in all cases, acting to ensure the highest standards of independence and integrity are maintained.

- Scope and process ...

GRC Consulting will ask and expect our clients to:

Agree on the terms of engagement before the review commences, which specify the objectives and scope of the evaluation, and the process to be followed.

Not subsequently seek to amend the terms of engagement, and then not without GRC Consulting’s written agreement.

Provide GRC Consulting with direct access to the Board collectively and Directors individually as part of the Board Performance Review process. Including access to board papers, board committees, management and other internal and external stakeholders where GRC Consulting considers this essential to meet the agreed objectives of the review.

Provide GRC consulting with an opportunity to present our findings directly to the entire Board.

Identify a contact with whom GRC Consulting can confidently discuss any concerns about how the Board Performance Review process is managed, such as one of the independent board members.

- Disclosure ...

GRC Consulting will ask and expect our clients to:

State in its annual report or any other Regulatory or public reporting that it has followed these Code of Practice Principles and GRC Consulting’s status as a signatory to the Code of Practice and associated Public Register for reviewers.

Further, it’s written position with GRC Consulting, as to the description of the process followed and any opinions attributed to GRC Consulting contained in the annual report or any other Regulatory or public reporting.

- Listed companies ...

GRC Consulting will ask and (in general terms subject to specific corporate governance frameworks applicable) expect our clients to:

State how the Board Performance Review has been conducted and provide the additional disclosures required regarding those that have been externally facilitated.

  • The annual report or any other Regulatory or public reporting should describe the objective and scope of the Board Performance Review, including: whether it was a comprehensive review of all aspects of the Board’s effectiveness or focused on particular factors (for example, board composition and dynamics, or the quality of the information the Board receives); whether the effectiveness of all or some Board committees was evaluated; and whether the performance of individual directors was assessed.
  • The annual report or any other Regulatory or public reporting should identify the different processes used to carry out the Board Performance Review. For example, these might include where GRC Consulting has been engaged as an external reviewer, face-to-face interviews, observing Board or committee meetings, reviewing Board and committee papers, procedures, and questionnaires.
  • The annual report or any other Regulatory or public reporting should also identify whose views were sought as part of the Board Performance Review, such as, in addition to Board members, senior management, the company secretary and other employees, the external auditor and other advisors, or shareholders and external stakeholders.
  • The annual report or any other Regulatory or public reporting should identify who in the organisation oversaw and undertook the evaluation or, where the Board Performance Review was externally facilitated, responsible for providing the GRC Consulting with the necessary access and support.
  • In addition, the annual report or any other Regulatory or public reporting should describe the process by which GRC Consulting was selected, whom, by named reference, within the organisation was involved in taking the appointment decision.
  • The annual report or any other Regulatory or public reporting should state the length of time for which GRC Consulting has undertaken Board Performance Reviews for the organisation and whether they have other connections with the organisation or the person leading the appointment process. If the length of time exceeds six years, or if other relationships exist, the annual report or any other Regulatory or public reporting should explain how independence and objectivity are safeguarded. Where GRC Consulting provides other services, the annual report or any other Regulatory or public reporting should state whether the fees paid for those services are higher or lower than those born for the Board Performance Review.
  • The annual report or any other Regulatory or public reporting should explain why the organisation believes GRC Consulting is qualified to carry out the review and state whether GRC Consulting is a signatory to the Code of Practice for independent board reviewers.

 

State the outcomes of the Board Performance Review and the actions taken as a result, including how the Board Performance Review has or will influence Board composition.

  • The annual report or any other Regulatory or public reporting should summarise the assessment of whether the Board has the necessary mix of skills, knowledge and expertise, and of its diversity, and that this should be done whether or not the organisation has separately concluded that some refreshment of the Board is required.
  • Where the organisation concludes that changes to the Board composition are needed, it should indicate, as a minimum, what specific needs those changes are intended to address and the time frame over which the changes are designed to be made.
  • Whilst it is recognised that some findings of the Board Performance Review, and some actions to be taken as a result, will relate to issues that raise commercial or other sensitivities for the organisation, which it might understandably be reluctant to disclose publicly, it is similarly incumbent upon the Board to ensure that that they demonstrate that they have carried out a robust evaluation of their effectiveness and that they are intent on delivering continuous improvement of their performance thereby delivering greater credibility with investors and other stakeholders.
  • Where the Board has identified in previous annual reports or any other Regulatory or public reporting, specific actions that they intended to take as a result of the evaluation carried out in that reporting year, they should report in this current reporting on whether those actions have been implemented, and if not explain why not.

- Externally facilitated evaluations ...

GRC Consulting will ask and (in general terms subject to specific corporate governance frameworks applicable) expect our clients to state:

  • the name of GRC Consulting when we are involved in carrying out the evaluation;
  • whether GRC Consulting have any other connection with the organisation or individual directors; and
  • the nature and extent of our contact with the Board and respective directors.
  • whether the sections of the report that describe the process followed or attribute opinions to GRC Consulting have been agreed with GRC Consulting, and if not, explain why.

Service Brochure ...

For your full understanding of the “Principle Framework” under which GRC Consulting operates and provides client “Independent Board Performance Reviews” and related services, please access the following “Provision of Services” Brochure download – “Principles – Independent Board Performance Reviews”.

Please click the “Service Brochure” button opposite, for the electronic download on this Service Provision.

Service Brochure

On-Page Menu Linking ...

For your convenience, we have structured the “Principle Framework” under which GRC Consulting operates and provides client “Independent Board Performance Reviews” and related services information on this page into the following major sections.

The headings are followed by an “On-Page Link” Button which when clicked, will navigate you directly to the selected section.

Principles – Independent Board Performance Reviews …

On Page Link
  • Primary Purpose …
On Page Link
  • Definition – Board Performance Reviews …
On Page Link
  • Frequency …
On Page Link
  • Responsibility, Accountability and Roles …
On Page Link
  • Reviewer Code of Practice and future Public Register of Reviewers …
On Page Link

Code of Practice – General Principles …

On Page Link

Code of Practice – Board Reviewer Principles …

On Page Link
  • Eligibility and Definition …
On Page Link
  • Commitments …
On Page Link
  • Coverage …
On Page Link
  • Principles for engaging …
On Page Link
  • Independence and integrity …
On Page Link
  • Client engagements …
On Page Link
  • Client disclosure …
On Page Link
  • Competence and capacity …
On Page Link
  • Terms of engagement …
On Page Link
  • Scope and conduct of the engagement …
On Page Link
  • Client disclosure …
On Page Link

Code of Practice – Client Principles …

On Page Link
  • Selection …
On Page Link
  • Scope and process …
On Page Link
  • Disclosure …
On Page Link
  • Listed companies …
On Page Link
  • Externally facilitated evaluations …
On Page Link

Main Menu Navigation ...

For your convenience, we have structured a replica of the main “Top of Page Menu” for ease of navigation, excluding a link to the Main GRC Consulting page.

Please click on any of the Menu items below, or alternatively, use the “grey box” bottom righthand corner of your screen, with the double “^” up arrows to navigate directly to the Top of the Page.

Menu