What makes a board effectiveness review rigorous?

Is a questionnaire enough?

The Financial Reporting Council (FRC) doubts that a questionnaire is enough for an external review: its guidance on the Code says questionnaire-based external reviews “are unlikely to get underneath the dynamics in the boardroom”. The FRC treats the nature and extent of the contact the reviewer has with the board and individual directors as defining factors in quality, and sees benefit in the reviewer meeting the executive team as well.

The same test applies to a review run internally, whether between external reviews under the Code or by a board outside it. A chair can ask how much of the evidence comes from conversation with directors, whether someone other than the chair holds those conversations, and whether directors can say something critical without it being attributed to them.

An external review is also likely to be more valuable, the guidance says, when it includes views from beyond the boardroom and peer review of the directors and the chair, with feedback to each director. A thorough analysis of the quality of information the board receives adds value too, as does challenge on composition, diversity, skills gaps, refreshment and succession.

Which areas deserve the closest look?

A review should examine how the board works as well as who sits on it. The guidance from the FRC lists areas to consider, which it says are neither prescriptive nor exhaustive, and a chair should look at three of them first:

• the mix of skills, experience and knowledge, set against the strategy and the principal risks, which shows whether the board can challenge the plan it approved
• the quality and timing of papers, which decides whether directors arrive ready to debate a major decision or only to hear it presented
• the relationship between the chair and the chief executive, and the tone they set together, which shapes how the rest of the board works

Setting the agendas for the year against the principal risks gives a review something concrete to test: whether the board spent its time where the risks of the company lie.

Who leads the review, and who reviews the chair?

Under the guidance from the FRC, the chair has overall responsibility for the process, involving the senior independent director as appropriate. A chair cannot sensibly assess their own performance, and the senior independent director may lead the part of the review that covers the chair and, in circumstances the guidance leaves open, the entire process. A board whose hardest questions are about the chair could be one such case.

Committee chairs review their own committees. The guidance also encourages chairs to seek feedback on the board and individual directors from the workforce and other stakeholders, the auditors among them.

How should the chair choose a reviewer?

A chair should first be clear what each provider will offer, because methods and costs vary greatly between providers. A useful question for any candidate is how much of the work happens in the boardroom and in one-to-one conversations, since that contact is what the FRC ties to quality in its guidance.

The guidance also asks the chair to be mindful of commercial relationships and other conflicts of interest, and to select a reviewer able to exercise independent judgement, then to agree objectives and scope with the reviewer and ensure full access to papers, meetings and directors.

An outside reviewer can bring “a fresh perspective and a critical eye”, in the words of the guidance, and may be useful in particular circumstances, such as a new chair, a known problem needing tactful handling, or an external perception that the board is, or has been, ineffective.

How should the results be carried forward?

The results of a review should feed the work of the board on composition, induction and development, and the FRC suggests in its guidance checking later how well they were acted on.

The chair and the reviewer should agree at the start who sees the report first and whether the board will see it whole. Where the board receives only a summary written after the chair has read the full report, directors cannot check that their own views were carried through.

The next review should start from the actions agreed after the last one and record which were completed.

What does the Code expect of listed companies?

The UK Corporate Governance Code 2024 expects the companies that apply it to review the performance of the board every year, bring in an external reviewer regularly and report on both in the annual report. The Code covers companies listed in the commercial companies or closed-ended investment funds category, and applies to their accounting periods beginning on or after 1 January 2025, on a comply or explain basis.

Provision 21 expects a formal and rigorous annual review of the board, its committees, the chair and individual directors. The chair “should commission” a regular externally facilitated review, where the 2018 Code said the chair “should consider having” one, and in FTSE 350 companies that should happen at least every three years, an interval the guidance encourages smaller companies to adopt. The annual report should identify the external reviewer and state any other connection it has with the company or individual directors.

Provision 22 makes acting on the results the job of the chair, by recognising the strengths and addressing any weaknesses of the board, and asks each director to engage with the process. Provision 23 asks the annual report to describe how the review was conducted, the contact the external reviewer had with the board and individual directors, the outcomes and actions taken, and how it has influenced or will influence future board composition.

Where a company explains a different approach, the 2025 review of governance reporting by the FRC found that the better explanations included the date of the last externally facilitated review.

Each source opens in a new tab.

• Financial Reporting Council, UK Corporate Governance Code, January 2024: application to accounting periods from 1 January 2025 and to companies in the commercial companies or closed-ended investment funds category (p.5); Provisions 21, 22 and 23 (p.11); footnote 7 on smaller companies (p.12)
• Financial Reporting Council, UK Corporate Governance Code page (application dates), checked 29 September 2026
• Financial Reporting Council, Corporate Governance Code Guidance, published 29 January 2024, last updated 3 June 2026, paragraphs 171 to 180 (board performance reviews, outcomes and external reviews)
• Financial Reporting Council, UK Corporate Governance Code 2018, Provision 21 (earlier wording)
• Financial Reporting Council, Annual Review of Corporate Governance Reporting 2025, 13 November 2025 (features of better explanations under Provision 21)