Board Governance – Board Performance Reviews

In most markets, Board performance reviews are considered a staple of good Board governance.  And that means including the Board committees too.

Since 1 July 2025, Board performance reviews have also become mandatory for companies listed on the Stock Exchange of Hong Kong (SEHK).

The key question is not whether to conduct one, but how to make sure it delivers genuine value.

The starting point is simple: what do you want to achieve? If the objective is purely compliance, a basic internal questionnaire may be sufficient. It may satisfy the regulatory requirement, but it wastes an opportunity to improve how the Board operates.

If the aim is to improve Board performance, there are several approaches.

1. Internal Board Performance Review

An internal review can be effective if the person convening it has experience in Board evaluation. Where that experience is lacking, an external Board governance adviser can guide the company secretary or other convenor through the process, assist with the questionnaire and report, and help shape practical recommendations.

I would generally advise against an internal person conducting interviews. Directors may be less candid with a colleague than with an independent outsider. If an external adviser conducts the interviews, however, the exercise effectively becomes an external review, with the corresponding increase in cost and time. Care should also be taken where an adviser both identifies issues and is then engaged to implement the recommendations, as this can create a potential conflict of interest.

Another option is to use a questionnaire from an established provider. The advantage is that the content has usually been tested and refined over many reviews. Delivery is often through the provider’s own online system, which may also be more secure than circulating questionnaires by internal email.

The important questions are how much the questionnaire can be tailored to the company’s regulatory, industry or organisational requirements, and whether that tailoring carries an additional fee. The intellectual property will normally remain with the provider.

Some board portal providers also offer evaluation modules. Familiarity with the portal and perceived security are advantages, although many directors use only a fraction of a portal’s functionality. More importantly, Board evaluation is normally an add-on rather than the portal’s core purpose. Questionnaire quality and tailoring can therefore be limited. For a straightforward compliance exercise, however, this may be a convenient and inexpensive option.

As Board evaluations become more common in Hong Kong, the quality and range of solutions will improve. Nevertheless, in Board governance, as elsewhere, a specialist provider will generally outperform a generalist.

2. External Board Performance Review

External reviews range from comprehensive interview-based exercises to questionnaire-led reviews and hybrid models. Each has merit depending on what the Board wants to achieve.

a. Interview-based review

A comprehensive interview-based evaluation can provide exceptional insight into how a Board is operating. A professional consultant may interview Board members and relevant members of the support team, review Board papers and observe a Board meeting.

Meeting observation and Board paper review are still relatively new concepts in Hong Kong and Asia, but they can provide valuable evidence of how governance processes work in practice rather than how participants believe they work.

The resulting report should be forward-looking and provide a practical roadmap for improvement. A review that simply confirms that the Board is doing a good job serves little purpose. The objective should be Board development, not merely compliance.

For many organisations, a full interview-based review every third year, supported by internal reviews in the intervening years, is a sensible model. More frequent external reviews may be appropriate where the Board faces serious governance concerns, regulatory pressure or significant change. In such circumstances, a thorough evaluation can help identify and resolve issues before they become more costly or damaging.

b. Questionnaire-based evaluations

There are two main questionnaire-based approaches, together with an increasingly popular hybrid model.

i. The in-depth questionnaire

A well-designed in-depth questionnaire, supported by expert analysis, can provide a thorough external review without the time and cost of interviewing every director.

The best systems are normally online, ideally with an offline option for directors who may have limited connectivity or different levels of confidence with technology.

As a general guide, an in-depth questionnaire should contain around 30 questions. Much beyond that, participants often lose interest. The questionnaire should not simply ask predictable questions and generate scores. It should make participants think about how the Board actually works.

Structure matters as much as content. Questions should be short, clear and easy to understand, while including thought-provoking statements that encourage reflection and comment. A good questionnaire makes the process engaging and worthwhile rather than another administrative task undertaken to satisfy the Chair or the regulator.

A reputable Board governance consultant should manage the process from end to end, provide meaningful analysis and produce a report with clear next steps. The questionnaire should also be capable of some tailoring where regulatory requirements or company-specific issues justify it. That said, extensive rewriting is rarely advisable: a well-established provider will have refined its questionnaire over many years to maximise the quality and usefulness of the responses.

I would be cautious about questionnaires that simply ask participants to grade the Board on a scale, for example from one to five. A score without explanation tells you very little. You need to understand why participants hold a particular view. Comments, differences in perception and outliers often provide the richest insight. Results that cannot be translated into action are simply noise.

ii. The snapshot

A snapshot review uses a shorter questionnaire to provide a picture of the Board at a particular point in time. It can be particularly useful for organisations undertaking their first Board evaluation, SMEs, or companies seeking an efficient way to meet a regulatory requirement while still obtaining useful performance insights.

A snapshot questionnaire will typically contain around 12 to 15 questions. As with the in-depth approach, quality depends heavily on structure. Questions should be concise, clear and designed to make directors reflect on the Board’s actual practices rather than simply record a satisfaction score.

Technology now allows many snapshot reviews to be completed entirely online, with analysis and reporting produced quickly. A good provider should also be able to supply additional data or a deeper analysis where the convenor identifies a particular area of concern.

The main attractions are ease of use, efficiency, lower cost and speed. A short questionnaire can still cover the principal drivers of Board effectiveness, and the final report can be available almost immediately. This makes the approach accessible to Boards regardless of size, location or maturity.

iii. The hybrid approach

The hybrid model combines an online questionnaire with interviews of selected individuals. Depending on the scope, it may also include document review and observation of a Board meeting.

Its key advantage is focus. The questionnaire identifies areas of concern, disagreement or unusual results, allowing interviews to concentrate on those issues rather than covering every topic from scratch. This can provide much of the depth of a full interview-based review while reducing the time and cost involved.

Whichever questionnaire-based approach is used, anonymity is critical. Participants must feel confident that they can answer honestly and make candid comments without being identified.

3. The Report

Whatever approach a Board chooses, the quality of the final report is crucial. A good report should tell a story rather than simply reproduce data. It should explain what is working well, what is getting in the way of better performance, where perspectives differ and where intervention would make the greatest difference.

Most importantly, it should be forward-looking. The Board and its support team should be able to recognise the recommendations as practical, relevant and achievable, with a manageable number of clear actions.

A Board evaluation should therefore be viewed not as a regulatory exercise but as an opportunity to improve how the Board works. The right approach will depend on the organisation’s circumstances, maturity and objectives, but the test of success is always the same: does the review produce insight that leads to better Board performance?

Sidebar: What goes into making a good Board performance review questionnaire?

• Starts with a clear purpose and focuses on improving Board performance, not simply demonstrating compliance.

  
  

• Covers the principal drivers of effectiveness, including strategy, composition, dynamics, information, risk, culture and succession.

  
  

• Is comprehensive without being exhausting, avoiding excessive detail and vague, overly broad questions.

  
  

• Combines consistency with relevance, retaining core questions while addressing current priorities and previous review findings.

  
  

• Uses clear, specific and neutral language, avoiding jargon, leading questions and questions covering several issues at once.

  
  

• Focuses on observable Board practices rather than general satisfaction or abstract governance principles.

  
  

• Uses a meaningful response scale and gives respondents opportunities to explain their answers.

  
  

• Includes the right participants, potentially extending beyond directors to senior executives and advisers who regularly interact with the Board.

  
  

• Produces insightful reporting that examines the range of responses, comments, differences in perspective and outliers - not just average scores.

  
  

• Leads directly to discussion and action, with a small number of clear improvement priorities, owners and follow-up measures.

For enquiry, quote AF2026 and contact Phillip Baldwin, Director-Asia, Independent Audit Limited, phillip.baldwin@independentaudit.com 

Disclaimer: All views expressed and facts given in this article reflect those of the writers, and/ or Independent Audit Limited. They are neither endorsed nor verified by Asia First Consulting Services Ltd or Global Media Solutions Ltd