As a Board Director, you may have earlier in Quarter 1 of the year signed off a well laid out Annual Board Plan where it has been proposed to carry out a Board Evaluation in the later part of the year. It may even be that the last year’s activities went by so fast and there was just no time to do an evaluation.

Whatever the case, Board Evaluations are scheduled performance reviews of the Board, Its directors, its committees and key members of the Board such as the Board Chair, the Board Secretary and the CEO. Board Evaluations are a good #corporategovernance tool as they help assess the performance of the Board and based on the outcomes, can guide the Board as to the following years’ priorities. For a quick grasp on this, Akira Consult has taken the liberty to expound more on the best practice on Board Evaluations as guided by the Capital Markets Code of Corporate Governance, which guides the companies listed in the Nairobi securities Exchange on what and how Board Evaluations should be conducted. Please note that good governance advises that Board evaluations are conducted in all companies who want to derive value from the output received by their Boards – read on and in case you need further clarification, contact enqiries@akiraconsult.ke

a) What is it?- The evaluation of the Board, its committees, the Board members and key members of management that support the Board; The Chair, CEO and Company Secretary and possibly other executive directors (CMA Code 2.8)

b) Who conducts it? – An independent governance specialist (CMA Code 2.6.4) and compliance is on the Company Secretary (CMA Code 2.3.9 f)

c) When should it be conducted? – Preferably annually and scheduled as part of the Board work Plan (CMA Code 2.6.3 f)- using a Board approved toolkit (CMA Code 2.6.4).

d) How and where is the Evaluation done?- This varies, the point is to obtain data that can provide information. It can be done qualitatively- through interview sessions or quantitatively, through questionnaires. A report is generated and
presented at a Board feedback session moderated by the chair. The output can then be used to improve various aspects of the Board and can also provide insights as to the Board development and training needs.

e) For listed companies or those companies who adopt best practice in transparency and disclosure , the summary of the Board evaluation report should be included in the annual report (CMA Code 7.1. 1 c).

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