External Review

Whether we’re looking at the Board, a Committee or another part of the governance framework, our approach to a full external review is broadly the same:

Taking a Board effectiveness review as an example…

Agree scope	We start by agreeing scope and ground rules, for example the amount of detail required for Board review compared to Committees.  We agree the list of people we’ll interview.  This may include some who aren’t on the Board but have a lot of interaction with it – or maybe some external advisors.
Document review	We review the Board and Committee papers for the whole annual cycle, to see what has been going on and to understand the nature of the information that the Board is receiving.  We also look at material such as terms of reference, strategy reports, results of previous assessments and recent analyst reports.
Interviews	We then have private, confidential discussions.  These interviews are broad ranging and cover all issues relating to performance.  We do not work through a checklist but allow interviewees room to explore issues of interest to them.  Typically, these interviews last up to 90 minutes.
Observation	Sometimes we observe a meeting of the Board and principal Committees to see how information is used and understand the meeting dynamics.  However it is not essential.
Compilation of findings	Our team then completes its analysis, debates the findings with our internal quality review partner, and follows up any loose ends.  We prepare a summary of our findings for discussion with the Chairman in the first instance.  We then agree how best to present our conclusions and recommendations to the Board.  We normally share with the Chairman on a non-attributable basis any confidential feedback we have received, together with our observations where appropriate, in relation to individual Director – ahead of his own discussions.  In relation to the performance of the Chairman, we would provide the Chairman and/or Senior Independent Director with confidential feedback we have received, together with our own observations where appropriate.
Presentation to the Board	Typically, we then attend a Board meeting to present and facilitate a discussion about our findings.