While there is no best methodology for conducting a board review and research techniques need to be adapted to the evaluation objectives and board context, there are advantages to be gained from conducting interviews as part of the process. Although the individual or group conducting the evaluation may seek evidence on how the board is performing from a variety of sources such as questionnaires, documentation reviews and meeting observations, the most important source of information is likely to be through interviews with individual directors. For example, if the board has conducted a survey, the interviews allow directors to provide further context to the topics covered in the questionnaire1 and to raise areas of concern not covered or which may not be communicated as easily in a survey; for example:
- issues with agendas, information in the board papers and time management;
- attention to strategy, oversight of organisational performance and risk management;
- board culture and relationships with management;
- effectiveness of the chair; and
- interactions with external stakeholders.2
Questionnaires, which are the most widely used tools in board performance evaluations, generally focus only on past performance, whereas interviews allow for directors to discuss the future of the organisation and importantly the part they see themselves playing in that future. Interviews are generally chosen when boards want to explore issues in some depth. They are potentially a much richer source of information than other methods because the range of the discussion is open-ended. However, they are time-consuming and rely on a skilful interviewer to obtain useful information.
The key advantage of the individual interview is that it provides the conditions most likely to encourage candid disclosure of sensitive issues, particularly where confidentiality is assured. The confidentiality of the situation often encourages directors to disclose information that they may feel uncomfortable discussing in a group situation. For example, if the chair is dominating boardroom and steam rolling decisions. Similarly, individual interviews can be a particularly useful technique for director self and peer reviews, especially where there are underperforming directors.
Individual interviews are, however, very resource intensive (a one-hour interview generally requires three hours of preparation, execution and analysis). Second, if rapport is not established, there may be little information disclosed at the interview. Without a group dynamic to encourage response, suspicious participants are unlikely to disclose sensitive information even when the confidentiality of any comments made is assured—again, a skilled interviewer should be able to establish the necessary rapport by communicating the objectives of the interview and how honesty is vital to the board’s continuous improvement.
Individual in-depth interviews may be conducted face-to-face, by telephone or videoconference, depending on the time and availability of the directors and interviewer. Although face-to-face interviews are recognised as the most appropriate channel for exchanging complex or ambiguous information, face-to-face interviews with every director may be impractical in some board situations, especially where directors are in different locations. In these circumstances, telephone interviews or videoconferencing are an effective alternative because they still elicit valuable information, while allowing for greater flexibility in the planning of the interviews.
In order to conduct successful in-depth interviews it is important to develop a line of questioning that shapes the discussion and ensures the interview remains focused on gaining information that is relevant to the objectives of the evaluation. While there are no strict guidelines to be followed when designing a line of questioning, there is definitely an art to devising and asking the right questions. The key to a successful interview is to plan well, use conversational language and ensure a skilled interviewer is conducting the process.
Interviews can fall along a continuum between being structured (where the subject is asked a series of pre-set questions with pre-set responses) and unstructured (where there is no planned sequence of questions and the aim is to cause preliminary issues to surface for further investigation). Generally, more specific topics of interest benefit from a structured interview, while more general questions benefit from a less structured approach. A significant point to remember when deciding on the level of structure is that the less structured the interview, the more important (and therefore more skilled) the interviewer.
At some organisations, the chair will conduct the board and individual director evaluations through individual discussions with each director. The outcomes of a process where the chair is asking directors about their own performance and any issues they have with the board’s operations will depend on each director’s relationship with the chair and the chair’s skill as an interview. As such, this is not a process that I would endorse as the only means of conducting a board review. Other boards will use questionnaires that are developed and analysed by the board chair or company secretary. This may increase the openness of responses somewhat, however, this lacks the ability to delve deeper into issues. Instead, at least every second or third year, I believe the best results are gained from having an independent governance specialist lead a more extensive evaluation process using a questionnaire coupled with interviews of individual directors. This will increase the candour of the responses and allow for sensitive issues to be fully addressed.3
1 J Conger 2004, ‘Transforming nonprofit boards: Lessons from the world of corporate governance’, in RE Riggio & SS Orr (eds), Improving Leadership in Nonprofit Organizations, Jossey-Bass, San Francisco, CA, pp 119-130.
2 G Kiel, G Nicholson & MA Barclay 2005, Board, Director and CEO Evaluation, McGraw-Hill, Sydney.
3 G Kiel, G Nicholson, JA Tunny & J Beck 2012, Directors at Work: A Practical Guide for Boards, Thomson Reuters, Sydney.