Common challenges emerging from Board Reviews – and what to do about them

1) Composition

Challenges:

• Overlap in director skills and experience
• Gaps in future-relevant capabilities (e.g. digital, ESG)
• Lack of cognitive or experiential diversity

Actions:

• Conduct regular skills matrix assessments aligned to strategy
• Refresh board composition using clear renewal criteria
• Prioritise diversity of thought, experience and background
  
  

2) Chair Leadership

Challenges:

• Lack of clear leadership or facilitation in board meetings
• Over-dominance or passivity from the Chair
• Weak follow-through on board decisions

Actions:

• Provide structured feedback to the Chair (e.g. via Director 360) via a trusted Senior Independent Director
• Clarify Chair role expectations and succession planning timeframes with the board
• Encourage periodic self-review by the Chair

3) Board Culture

Challenges:

• Low levels of trust or candour
• Groupthink or deference to dominant voices
• Ineffective debate or low participation

Actions:

• Use external facilitation for culture conversations
• Include culture as a component of board evaluations
• Rotate committee memberships to shift dynamics

4) Stakeholder Management

Challenges:

• Limited insight into stakeholder sentiment or expectations
• Reactive rather than proactive engagement
• Unclear stakeholder ownership within the board

Actions:

• Map stakeholders and define board engagement priorities
• Use stakeholder feedback as input into strategy and risk
• Assign responsibility for stakeholder themes to specific directors

 

5) Board/Management relationship

Challenges:

• Blurred boundaries between governance and operations
• Over-reliance on management for insight or challenge
• Friction or misalignment with CEO and executives

Actions:

• Clarify governance vs. management roles and protocols
• Encourage board-only discussions for critical reflections
• Establish regular, structured CEO–Chair check-ins

6) Strategic Oversight

Challenges:

• Insufficient time spent on forward-looking issues
• Lack of alignment on long-term direction
• Strategy discussed, but not actively shaped by the board

Actions:

• Set clear expectations for strategic input from directors
• Allocate board agenda time for horizon scanning and innovation
• Track progress against strategic milestones and pivot points

 

7) Risk Management

Challenges:

• Focused on compliance rather than emerging risks
• Fragmented view of enterprise risk
• Infrequent or inconsistent risk discussions

Actions:

• Review board risk appetite statements regularly
• Integrate ESG, cyber, and geopolitical risk into board discussions
• Conduct deep dives into material risks at least quarterly

8) Board Processes and Papaer

Challenges:

• Overly long or unclear board packs
• Meetings lack clear objectives or prioritisation
• Reactive agendas driven by management

Actions:

• Streamline board papers for clarity and relevance
• Introduce executive summaries and decision framing
• Use an annual board agenda planner to shape forward focus

 

9) Monitoring Executive Performance

Challenges:

• Limited visibility into executive capability and impact
• Performance reviews focus solely on financial outcomes
• Lack of succession planning for executive roles

Actions:

• Introduce structured executive performance reporting
• Use CEO and executive 360 reviews
• Request talent insights from HR or Chief People Officer

10) Committee Effectiveness

Challenges:

• Variable performance across committees
• Poor reporting back to full board
• Lack of clarity on delegated authority

 

Actions:

• Evaluate each committee annually
• Clarify committee charters and authority
• Rotate committee membership and leadership periodically

11) Talent, Succession and Remuneration

Challenges:

• Board not deeply engaged in succession planning
• Remuneration frameworks misaligned with strategy
• Talent pipeline visibility limited to top 2–3 roles

Actions:

• Integrate talent and succession into board agendas
• Review alignment between performance, pay, and values
• Engage with management below executive level periodically