“The true strength of any organisation lies not in its size or wealth, but in the effectiveness and integrity of its boardroom.”
Across the corporate world, the quality of governance at the top determines whether institutions flourish or fail.
Boards of directors sit at the apex of decision-making, steering strategy, safeguarding resources, and ensuring accountability.
Yet, one vital governance question often remains unanswered: who evaluates the board itself?
The process designed to answer that question is known as Board Performance Evaluation — a deliberate and systematic way of assessing how effectively a board, its committees, and its individual members discharge their responsibilities.
It is not a bureaucratic ritual but a fundamental discipline for strong corporate governance and sustainable performance.
Understanding board performance evaluation
Board evaluation is an organised review of how well directors and committees perform their duties in line with the organisation’s mandate and values.
It moves beyond attendance records to examine the quality of contributions, soundness of judgement, and alignment with strategic objectives.
The evaluation may be conducted internally—usually by a governance or nomination committee—or externally by independent consultants or governance auditors.
It often takes place on three interrelated levels:
Whole-board review
Examines the board’s ability to provide direction, oversee risk, and demonstrate ethical leadership.
Committee review
Measures how effectively committees such as Audit, Risk, or Governance fulfil delegated tasks.
Individual director review
This gauges each director’s preparedness, participation, and contribution to collective decision-making.
Information is gathered through questionnaires, interviews, peer assessments, and benchmarking against best-practice frameworks.
The findings provide a roadmap for improvement and capacity development.
Why board evaluation matters
Accountability and Transparency
A properly evaluated board cannot hide behind titles.
The process encourages directors to reflect honestly on their impact, deepening accountability to shareholders, regulators, and the public.
Sharper strategic oversight
Evaluations reveal whether the board provides genuine strategic leadership or merely endorses management decisions without challenge.
Healthier board dynamics
With members drawn from diverse professional backgrounds, boards can suffer communication gaps or dominance by a few voices.
Evaluation uncovers these issues and helps build stronger team cohesion.
Continuous learning for directors
Outcomes of evaluations often highlight training needs, allowing directors to stay current with governance, regulatory, and industry developments.
Investor and stakeholder confidence
Regular, transparent evaluation demonstrates a culture of accountability, reassuring investors, regulators, and partners that governance is taken seriously.
Why evaluate individual board members
In Ghana, board positions are sometimes pursued for prestige rather than responsibility.
Yet directors are fiduciaries whose decisions affect the livelihoods of many.
When boards underperform, organisations can collapse, eroding jobs, investments, and public trust.
Evaluating individual directors helps to:
Identify who actively contributes to discussions and who remains passive.
Detect persistent absenteeism or poor preparation.
Promote a merit-based culture over political or personal patronage.
Maintain the right balance of skills, experience, independence, and gender diversity.
Both the Companies Act, 2019 (Act 992) and the Securities and Exchange Commission’s Corporate Governance Code (2020) make it clear that directors must demonstrate competence and diligence.
Regular evaluation is therefore not a formality—it is a legal and ethical obligation.
“Board evaluation transforms the boardroom from a seat of comfort into a chamber of accountability.”
The Ghanaian context
Ghana’s corporate landscape has, in recent years, witnessed several institutional failures—particularly within the financial sector—largely due to weak board oversight.
In response, governance institutions such as the Chartered Institute of Restructuring and Insolvency Practitioners, Ghana (CIRIP-Ghana) and the Institute of Directors-Ghana (IoD-Ghana) have intensified advocacy for regular board performance reviews.
Progressive organisations are now commissioning independent board evaluations to strengthen decision-making, reduce governance risks, and enhance long-term sustainability.
Global standards and lessons
Internationally, leading governance frameworks consider board evaluation a non-negotiable standard.
The UK Corporate Governance Code (2024) mandates annual board reviews and requires external facilitation at least every three years for listed entities.
Likewise, the OECD Principles of Corporate Governance (2023) call for systematic assessments to ensure transparency and leadership renewal.
These benchmarks show that evaluation is not punitive; it is an instrument for self-correction and organisational growth.
Conclusion
Board Performance Evaluation is not about pointing fingers; it is about improving leadership quality.
It reminds boards that power must be matched with accountability and that stewardship, not privilege, defines effective leadership.
“Strong boards welcome scrutiny, learn from it, and evolve; weak boards fear it and decline.”
As Ghana’s corporate institutions strive for resilience and integrity, regular evaluation of boards and directors must become standard practice.
The sustainability of our enterprises and indeed, the credibility of our national governance culture-depends on it.
References
- Companies Act, 2019 (Act 992), Republic of Ghana.
- Securities and Exchange Commission (SEC), Corporate Governance Code for Listed Companies, 2020.
- Bank of Ghana, Corporate Governance Directive for Banks and Specialised Deposit-Taking Institutions, 2018.
- Institute of Directors–Ghana (IoD-Ghana), Guidelines on Board Evaluation and Governance Effectiveness, 2023.
- Organisation for Economic Co-operation and Development (OECD), Principles of Corporate Governance, 2023.
- Financial Reporting Council (UK), UK Corporate Governance Code, July 2024.
- International Finance Corporation (IFC), Guide to Board Evaluation, World Bank Group, 2021.
- Tricker, B. (2022). Corporate Governance: Principles, Policies, and Practices (5th Ed.). Oxford University Press.
- PwC Ghana (2022). Board Evaluation: A Key to Governance Effectiveness. PwC Governance Insight Series.
By DIVINE AKOTIA
The author is a Certified Governance Auditor.
He is currently the National President of the International Human Rights Protection Service-Ghana (IHRPS-Ghana)
