Board of Directors Assessment The Company Secretary in

Board of Director’s Assessment: The Company Secretary in Creating a 360 degree evaluation Presented by Robert Ford

Main areas to be covered • Conducting a performance review for board of directors to improve overall organisational strategy and vision • Processing self evaluations and corrections to determine realistic performance expectations • Generating a complete overview of board member’s perspective of their performance to encourage improvement • Boosting communication, collaboration and decision making by setting accountability of the board’s function

Conducting a performance review for board of directors to improve overall organisational strategy and vision • What is a 360 evaluation and why conduct them? • Will performance reviews instigate change? • How can performance reviews improve overall organisational strategy and vision? • Preparing for performance reviews • The role of the Company Secretary in the process

Conducting a performance review for board of directors to improve overall organisational strategy and vision • What is a 360 evaluation and why conduct them? – – • A holistic overview of performance and behaviours verses the director’s own perception Objective and highlights common themes and areas for development An annual opportunity to benchmark directors A transparent process that is part of the overall governance framework of the organisation Will performance reviews instigate change? – – – • It depends on how they are used The reviews provide an annual opportunity for open dialogue on individual director performance. Change requires urgency and change agents How can performance reviews improve overall organisational strategy and vision? – – – • Preparing for performance reviews – • They provide focus directors Directors look at past performance and are accountable for future objectives set Tone of culture from the top and expected organisational behaviours Open dialogue with the Chairman, Chief Executive, the Company Secretary and any appointed third party consultant The role of the Company Secretary in the process – – Liaison with key stakeholders Put together a board briefing on the purpose of performance reviews Draft performance review questions for discussion Assist with interviews, collecting data and analysing data

Processing self evaluations and corrections to determine realistic performance expectations The HR and organisational procedures/policies Comparing performance expectations with the director’s job description and responsibilities. Comparison with peers and 360 – evaluation feedback. Analysis and testing of data and scores. The self evaluation process allows directors to highlight their achievements and areas where they have developed during the period of review. The self evaluations should form part of an annual review process where there is dialogue and goal setting opportunities. Any development areas should be communicated and objectives set formally.

Generating a complete overview of board member’s perspective of their performance to encourage improvement Chairman’s role • • The key driver for board performance The lead for communicating this to the board and wider organisation The public figurehead of the business to shareholders and stakeholders Sets the performance levels for individual directors and the board as a whole Encourages dialogue and monitors the development of the board’s performance Tracks the implementation of the strategy Interviews with directors to go through surveys and 360 – evaluations Work closely with the Company Secretary’s role • • • Confidential advisor/sounding board Conduit between the chairman, chief executive, senior independent director, executive directors, non-executive directors and senior management Liaison with external evaluating consultants Draft communications for evaluation process Provides the board with a paper on 360 degree evaluation Conduct interviews and circulate surveys as required

Generating a complete overview of board member’s perspective of their performance to encourage Strategy improvement Governance and best practice Financial performance Participation and attendance at meetings Succession planning Culture, behaviour and integrity Compliance with laws and regulations Knowledge and experience Operational management and reporting Risk management

Challenge doesn’t have to lead to conflict Quotes “It is the role of the chairman to make sure that the board understands from the start that the evaluation is of the board, and its decision-making process, and not of the individuals. ” Bob Lawson, chairman of Genus plc and Barratt Developments plc “The role of the non-executive directors is to challenge, and the role of the executive directors is not to take it personally. ” Nicola Snook, Company Secretary of British American Tobacco Board evaluation and engagement of the directors

Boosting communication, collaboration and decision making by setting accountability of the board’s function ‘Goals’ are about intentions where as ‘accountability’ is about results and how they were achieved. Some of the competencies expected of directors – • • • Knowledge of the industry, the company, the executive team, risks specific to the organisation or industry. Technical and analytical skills (legal, finance and accounting), transactional savvy, demonstration of individual decision making. “Soft” skills; interpersonal skills, behaviour, emotional intelligence, reasoning, negotiation, engagement and general communication skills. Exhibit tolerance and professional courtesy when board members have opposing views or challenge rationale. Ability to perform the duties and responsibilities in their job description. A social responsibility to other directors. Continued professional development and training.

Organisational change and continual improvement loop Analyse the effectiveness of the board, the committees and individual directors Strategy, planning and vision Setting responsibilities for directors Change Review the performance of the board and how well they work together Communicating and obtain buyin for 360 evaluations Review of individual director performance

Close and contact details Any questions or observations you would like to share? Thank you Robert Ford rob@governance-gurus. ae +971558034055