How the board actually works — and what to do about it
A self-assessment or a formal external evaluation, for one board or a whole group: the dimensions agreed before we start, confidential interviews run by the advisor who signs the report, benchmarks drawn from Gov360 Data, and four deliverables that exist to be discussed. This page is how the work is actually done.
What the code asks — and the part boards still postpone
A formal external evaluation is not a matter of taste. The code sets the rhythm, the regulator sets the condition, and the corporate governance report has to name who carried it out. Three things are therefore already decided before a board chooses anyone — and a fourth, the one that changes composition decisions, is still being deferred.
An internal review every year, a formal external one every three
Listed issuers following the Afep-Medef code assess the work and functioning of the board annually, and commission a formal external evaluation every three years. The three-year point is the one boards plan for.
“Independent of the company and its managers”
The AMF asks issuers to choose, for the formal evaluation, an external consultant independent of the company and its managers — and to say so in the corporate governance report. A conflict is not only a risk here; it is a disclosure.
Where the AMF still finds boards short
Its 2024 report notes that progress is still expected on assessing the individual contribution of directors. It is the part of the exercise boards postpone most often, and the one that changes composition decisions.
Ethics & Boards data was cited in the AMF's 2025 report on corporate governance and executive remuneration. Client engagements are confidential; references are available on request under mandate.
Six steps. The external mandate adds to them
A self-evaluation and an external evaluation are the same sequence: the external one opens the board's own documents, puts an advisor in a room alone with each director, and carries the findings further. Switch between the two and the additions appear where they actually fall.
-
01
Kick-off and contextualisationScope agreed with the chair of the nomination committee and the company secretary: strategy, shareholding, sector, stakeholder expectations, and the questions this board already knows it has. Where previous evaluations set a scope, we keep it, so the series stays comparable.Added on an external mandateA letter to the board announcing the evaluation, its scope and its terms — drafted with the company secretary, because directors should hear what is coming before a questionnaire lands.
-
02
Benchmarks, before any question is askedPeer panels drawn from the Gov360 Data — board size and composition, committee structure, operating practice, remuneration. A first read on strengths and vulnerabilities that owes nothing to what the board thinks of itself. Panels are built from indices, our own panels, or a scope you define by sector, geography and size.
-
03
A questionnaire written for this boardTailor-made from our own bank of questions, on board effectiveness and on each committee. Online, one secure link per director, comments open on every question, and the whole process — reminders included — run by us so the company secretary is not chasing colleagues.Added on an external mandateDocument review: articles of association, board and committee rules, recent agendas, and a selection of minutes and of the packs actually sent to the board. What a board is given to decide on is evidence in its own right.
-
04
Responses aggregated, confidentiality intactAnswers are aggregated automatically — highest and lowest rated, most convergent and most divergent — and no individual response is identifiable in what the board receives. Each respondent has a single-use link of their own.Added on an external mandateConfidential one-to-one interviews with each director and the company secretary — and with the executives who deal with the board where that will tell us something. On request, observation of a board meeting.
-
05
Gap analysisThree readings laid over one another: what the board says about itself, what the documents show, and where the peer panels put it. Agreement is quick to write up. The disagreements — between directors, or between a board's account of itself and its own record — are the material worth a meeting.
-
06
Report, then a discussionFindings, the most illustrative comments, the points of agreement and disagreement, the benchmarks, and recommendations ranked so the board knows what to do first. Presented in person to the nomination committee, then to the board — the presentation is the point, not the appendix.Added on an external mandateA draft discussed first with the chair of the board and the chair of the nomination committee, and wording proposed for the governance section of the registration document — so the published account matches the evaluation it describes.
The dimensions, agreed before we start
The final scope is settled with the board at kick-off and may deliberately repeat the one used last time — an evaluation that changes its questions every cycle cannot show movement. Committees are assessed by the whole board and, separately, by their own members.
- 01Role and responsibilitiesTime the board gives to strategy, to financial, operational and non-financial performance, to the effectiveness of controls and risk management including ESG risk, and to succession.
- 02Profile and compositionSize, profiles, skills, diversity and independence against what the strategy requires — plus the appointment process itself, and whether succession is planned or improvised.
- 03Procedures and organisation of workAgendas and how they are built, minutes, the real workload carried by directors, the support the company secretary provides, and the induction and training of new members.
- 04InformationQuality and timeliness of what reaches the board and what goes back — and whether directors are equipped to challenge what they are given rather than absorb it.
- 05Functioning and dynamicsLength and frequency of meetings, availability and contribution of each director, how decisions actually get made, and the trust, candour and respect between people who have to disagree well.
- 06The chairHow the chair runs the meeting, holds the agenda while keeping discussion open, and works with senior management — assessed by the other directors.
- 07CommitteesStructure, composition, meeting frequency, quality of leadership and overall effectiveness of each committee — audit and risk, nomination and remuneration, ethics and sustainability.
- 08Interaction with managementThe board's posture towards management, how the two communicate, and where powers and responsibilities are delegated — or assumed.
Four documents, and one conversation
What a mandate most often delivers — the list is agreed with the chair, like the scope. A board evaluation that ends with a PDF has failed: each deliverable exists to be discussed with the people it describes, and the last one exists so the account published to shareholders matches what was actually found.
What one meeting in the room measures
Observation is optional and it does not judge people. It measures how the board's own time divides — between what is presented to it and what it debates — because a board that hears well and discusses little will describe itself as busy, and be right.
The external evaluation is one year in three
Boards that plan the whole cycle get more from it than boards that commission one exercise every third year and improvise in between. A three-year programme fixes what is reviewed when, keeps the questions comparable, and lets the budget be planned rather than found.
An assessment of individual contribution is not a beauty contest. It is how a board finds out what each seat actually adds — and it is the part the regulator says is still missing.
Due for a formal external evaluation?
Mandates are led by senior advisors who run the interviews themselves and stay on the file from kick-off to the board presentation. Tell us when your next evaluation falls due, and let's discuss it.
Stay informed.
Every week, one governance ratio drawn from Gov360 Data — a measured fact on boards, remuneration or ESG, with the context to read it. Plus our studies and press mentions as they are published.
One email a week. Unsubscribe anytime.