Our WhatWhoHowDo
Framework

The “What” dimension includes whether management has a clear understanding of their role and how it differs from management. This should include having a clear charter of the board’s role and responsibilities, those of the chair, individual directors and importantly, how those roles and responsibilities differ from the role of the CEO and executives.

The “Who” element fittingly relates to who is on the board, focussing on the overall mix of director skills, competencies and attributes and the extent to which such fit the current and future strategic needs of the organisation. How new directors are recruited, their induction and opportunities for education and development are also factored in. This section measures the extent of gender, ethnic and age diversity and whether there is appropriate diversity. It also assesses whether there is appropriate ongoing board renewal which includes succession planning for the replacement of the Chair, and important skills and experiences that need to be replaced.

The “How” section focuses on the board’s processes and the internal working of the board. It is essential that these processes work well if the board is to function well. When these processes don’t work well the board is often described as dysfunctional which unfortunately is a lot more common than it should be. 

The board’s processes (the How) includes the following factors, all of which need to be working well if the board is to function well:

• Board Chair leadership
• Individual director behaviours/dynamics
• The way the performance of the board is managed
• Board relationship with management
• How meetings are operated
• The quality of the information received and internal reporting

Whether board processes are working well or not is determined behind closed doors – or inside the boardroom. This makes it tricky to understand whether a board is effective at the How from outside the boardroom. This is also why our board surveys are so important at helping measure and improve what is otherwise unseen.

If the How is not working well it is unlikely that the board will be completing its main tasks (the Do) very well either.

The “Do” section deals with the board’s main tasks and how they are performed and how the board adds value. Many board surveys and board reviews don’t sufficiently cover these crucial areas of a board’s effectiveness. 

Our board surveys asses the following main task of a board:

• Direction, strategy, and planning
• Board priorities
• Oversight of organisational performance 
• Organisational culture and integrity
• Governance of risk and compliance
• Executive talent and succession planning 
• Value add and continuous improvement

By carrying out its tasks (the Do) well, the board can significantly impact the long-term performance and success of the organisation. Conversely, if the board is asleep at the wheel the organisation can be put at significant risk.