Key insights:
- Board reviews are more important than ever, but at least 10% of boards have never done any review.
- Internal board reviews are still quite primitive, with over 25% still using paper surveys, excel or other spreadsheets.
- Internal board reviews are widely used but lack benchmarking, and directors are less likely to be candid.
- External reviews provide credibility and benchmarking but can be costly and time-consuming.
- A blend of external and internal reviews is considered best practice.
Board reviews are more important than ever
In recent years, regulators, investors, and stakeholders have increased their expectations around board accountability and effectiveness. There has been a stronger emphasis on governance transparency, with organisations facing greater scrutiny over board performance and decision-making.
For example, in Australia, the ASX Corporate Governance Council’s Principles and Recommendations (4th Edition) emphasise the importance of regular board performance reviews to ensure boards are effectively overseeing risk, culture, and long-term sustainability. Similarly, Board evaluations are increasingly recognised as a critical governance practice. The Governance Institute of Australia highlights that regular board reviews help assess legal responsibilities, clarify roles, optimise meetings, and identify areas for development.
In this context, board reviews—both internal and external—have become an increasingly important governance tool. Many organisations are now reassessing their approach to board reviews, seeking ways to ensure their review processes are meaningful and effective.
To better understand how governance professionals approach board reviews, we have surveyed more than 130 Company Secretaries, Directors, and governance professionals.
Despite the growing importance of board reviews, at least 10% of boards have never assessed their performance, and at least one-third have never carried out an external review of their board’s effectiveness.
Many internal board reviews are still quite primitive
A staggering 14% say they still use paper forms, and another 13% say they use Excel or some other spreadsheet to carry out their internal board review. This is surprising in an era dominated by technology.
54% say they use an online survey platform like SurveyMonkey, Microsoft Forms or similar and another 9% use dedicated board software like Board Benchmarking, BoardPro or similar.
The double-edged sword: Company secretaries and board reviews
The Company Secretary is often responsible for administering and overseeing the internal board review process. Their deep understanding of governance practices makes them well-placed to coordinate these reviews. However, this proximity to the board can sometimes be a challenge.
Several respondents pointed out that having the Company Secretary manage the review process can create a conflict of interest, particularly when it comes to analysing and reporting results. One CEO observed:
“The quality of an internal review is very much dependent on the skills and experience of the Company Secretary. If a consistent approach is used, it can enable the Company Secretary to highlight trends, improvements, and where governance may be weakening.”
While this reinforces the importance of having an experienced governance professional oversee the process, it also raises questions about objectivity. Directors may be reluctant to share candid feedback, knowing that the results will be reviewed internally by someone they work with regularly.
A CEO and Non-Executive Director echoed this concern, stating:
“Internal board reviews are often seen as marking your own exam; use of an externally validated tool/questionnaire would provide better objectivity.”
These concerns suggest that while internal reviews are valuable, they must be carefully structured to ensure credibility and genuine reflection.
Limitations and benefits of internal board reviews
The two biggest concerns expressed about internal reviews were that they lacked benchmarking (76% of respondents) and that directors are less likely to be candid (59% of respondents).
Internal reviews come with several key challenges. One of the most significant issues raised in the survey was the lack of benchmarking. Unlike external reviews, which often provide comparisons with industry best practices, internal evaluations tend to focus on the board’s perceptions of its performance.
Another common challenge is time and resource constraints. 25% of respondents noted that internal reviews can be time-consuming, requiring governance teams to develop surveys, collect responses, and compile reports—tasks that can divert attention from other governance priorities.
A senior governance professional highlighted another challenge:
“Some boards are not ready for self-evaluation. The established governance processes have not considered the board evaluation to be a priority. Self-evaluation can be difficult if not accompanied by reflection and action to improve.”
One respondent highlighted the difficulty of ensuring follow-through on the findings of an internal review:
“When conducting an internal board review, care should be taken to isolate the review from other items of the board’s business so that the review and its outcomes are not compromised by reference to other agenda items.”
Despite the potential drawbacks, internal board reviews remain a widely used governance tool due to their accessibility, low cost, and flexibility.
One advantage of internal reviews is that they allow boards to assess their performance in a way that aligns with their unique needs and priorities. 49% of respondents noted that internal reviews help boards focus on issues that are most relevant to them rather than relying on a standardised external framework.
A senior board advisor noted that internal reviews can be useful as a pulse check between external evaluations:
“Supplementing internal reviews in non-external review years can allow for internal reviews to focus attention on areas identified by the external review. They can almost function like a pulse check.”
Another advantage is cost-effectiveness. Engaging an external reviewer can be a significant investment and for many organisations—particularly not-for-profits and smaller boards—an internal review is the only practical option. 58% of respondents agreed that internal reviews are a more budget-friendly alternative.
This reinforces the idea that an internal review is only as valuable as the action it drives. Without clear accountability for implementing improvements, even the most thorough review risks becoming a theoretical exercise rather than a catalyst for change. A comprehensive study by our parent company, Insync, found that the most effective boards use performance reviews as an opportunity for strategic self-reflection, ensuring continuous improvement rather than routine compliance.
External board reviews: Are they worth it?
The most significant drawback of external reviews is cost, with 87% of respondents stating that engaging an external provider was a significant financial investment. For smaller organisations, this can be a barrier to participation.
By leveraging the use of technology, some providers, such as our sister brand Board Surveys, have developed an Entry Level board survey and benchmarked report for as little as $499. These technology solutions are even starting to act as a good option for an internal board survey.
While internal reviews are the norm for many organisations, external board reviews offer a level of independence and credibility that internal processes often lack.
In the survey, 66% of respondents indicated that they had engaged an external provider for a board review at some point, with the majority citing the desire for independent and impartial feedback as the primary reason. 79% stated this as a key factor in their decision.
A Senior Executive explained:
“It may be challenging for the board chair to follow up on issues or concerns without the assistance of an external party.”
Another major benefit of external reviews is access to benchmarking. External providers can compare a board’s performance against industry standards and peer organisations, helping to identify gaps and best practices.
Other challenges included aligning an external review with the board’s specific needs and ensuring that the findings were actionable. A respondent expressed concern that:
“The scepticism of the outcome of an external review not being fit for purpose. Also, the inability/inertia to take appropriate action and determine concrete next steps to get to a pre-desired outcome.”
Additionally, directors may be less open when speaking to an external reviewer, particularly if they feel uncertain about how their feedback will be interpreted.
Despite these challenges, most respondents who had engaged an external reviewer believed it was a valuable exercise. Many boards find that alternating between internal and external reviews offers the best balance of cost, objectivity, and relevance.
Finding the right approach
Ultimately, the choice between an internal or external board review depends on the organisation’s needs, capacity, and objectives. For many boards, the most effective strategy is a combination of both approaches—using internal reviews to track progress and external reviews for broader benchmarking.
As governance expectations evolve, boards must ensure that reviews translate into meaningful action. The Governance Institute of Australia recommends aligning board evaluations with organisational purpose, strategy, and priorities to maximise impact.
The gold standard: How often should boards conduct reviews?
Best practice for board reviews follows a structured cycle—a formal external review every three years, with internal reviews in the intervening years. This approach ensures that boards receive independent, benchmarked insights on a regular basis while also maintaining yearly accountability and continuous improvement. External reviews provide an objective assessment, comparing board performance to industry best practices, while internal reviews help boards track progress on recommendations and address emerging governance issues.
A well-balanced review process should not be seen as a tick-the-box exercise but as an opportunity for genuine self-reflection and development. The most effective boards use internal reviews as “pulse checks” to assess whether they are improving in key areas identified during external evaluations. This consistent cycle of review and action helps boards stay proactive, accountable, and aligned with best-practice governance standards.
For boards seeking to enhance their governance practices, benchmarking against industry standards can provide valuable insights. At Board Surveys, we offer a free trial survey for a single user, allowing governance professionals to assess key effectiveness metrics and compare their board’s performance against best-practice benchmarks. Click here to try our free trial.
About the author
Kirsten Alice Smith CGP, FCG, AICD, is a Principal at Board Surveys and Board Benchmarking, specialising in governance effectiveness and board performance reviews.
