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Only 41% of executives rate their boards' overall effectiveness as excellent or good. The key to turning this metric around? Thorough and strategic board evaluations.
While board evaluations are important, one of the worst things that boards can do is to view the annual board evaluation process as a rote exercise where they tick all the right boxes that will make investors happy. Boards should view the resources spent on board evaluations as an opportunity to add value to the company. Having a good process for doing board assessments demonstrates that boards have the skills and oversight capacity to provide strong oversight.
Board evaluations: A step-by-step guide
A useful evaluation process defines the scope, participants, methods, follow-up plan and disclosures before the review begins.
A board evaluation is a structured process that assesses board performance, dynamics and effectiveness. Evaluations may examine the entire board or assess the performance of a single director. In either case, the goal is to ensure that the board fulfills its responsibilities effectively and contributes to the success of the organization's governance.
Evaluations can also help catch early warning signs of board mismanagement. They can uncover underperformance and improve board effectiveness.
Successful board performance evaluations assess how well the board meets expectations and advances the organization's long-term goals. A successful board performance evaluation typically includes several components:
1. Board composition evaluation: This portion of the evaluation will assess whether the board has the right mix of skills, experiences, backgrounds and perspectives. It will also assess diversity and independence, along with tenure and how well directors' expertise aligns with the organization's current and future needs.
2. Board effectiveness evaluation: Most boards will also want to understand how the board functions as a whole, meaning the quality of discussions, decision-making processes, meeting effectiveness and how the board handles its oversight responsibilities.
3. Roles and responsibilities: Boards must clearly delineate roles between the board, management and individual directors. Evaluations should assess how well directors understand and execute these roles, including the effectiveness of the board chair and committee leadership.
4. Strategy alignment: Boards should regularly assess whether their actions align with the organization's long-term goals. Evaluations should examine how well the board guides planning and execution while challenging assumptions.
5. Environmental, social and governance (ESG) oversight: Boards may need to provide strong oversight of ESG risks and opportunities. A thorough evaluation may examine a board's sustainability, ethical governance and corporate social responsibility practices.
6. Board culture and dynamics: Effective boards support a culture of trust and open communication, with clear accountability. Evaluating the interpersonal dynamics, inclusivity and psychological safety within the boardroom can identify areas where collaboration can improve.
How you conduct a board evaluation is as important as the evaluation's contents. Each evaluation method offers different levels of depth and objectivity. Together, the methods give boards a more complete view of performance.
1. Surveys and questionnaires: A board evaluation questionnaire allows for standardized feedback from all board members. These instruments can be tailored to assess governance practices and individual engagement. Digital platforms now make conducting a virtual board evaluation easy and simplify data collection and analysis.
2. One-on-one interviews: Confidential interviews, often conducted by an external reviewer, provide detailed qualitative insights. These conversations allow directors to speak candidly about dynamics, friction points and options for improvement beyond what a survey can capture.
3. Peer assessments: Peer reviews allow directors to evaluate one another's contributions. This method can be sensitive but can also increase directors' accountability and personal development.
4. External review versus self-evaluation: Boards can conduct their own evaluations or hire board evaluation consultants. While a self-evaluation is cost-effective and impactful for boards with strong internal trust, external evaluation brings objectivity and specialized expertise, which is especially vital for high-stakes situations or first-time assessments.
According to the 2026 What Directors Think report from Diligent Institute and Corporate Board Member, 74% of boards use self-assessments to evaluate director performance, 38% use peer reviews and 30% rely on an outside reviewer. Just 12% do not conduct individual director evaluations at all. These figures offer a useful benchmark: if your board relies solely on self-assessment, you may be missing the objectivity that peer reviews and outside review can provide.
Manage the board evaluation process in one tool — distribute questionnaires, track responses and generate reports without leaving your board portal.
Establish what your board hopes to achieve through the evaluation. Clarify your objectives so you can set goals for the review and make decisions about the scope of the process. Be clear about the reason for the evaluation, whether mandated or intended to solve a problem and send a clear message to investors that the board is focused on good governance.
In making these decisions, consider the size of the company, its stage of business and the impact of the competitors. If you use Diligent Director & Officer Questionnaires software, part of Diligent Boards and the broader Diligent One Platform, you won't need a team to complete the process. It can be managed quickly with one administrator.
Boards that choose only to do individual board evaluations may limit their insight into problems related to governance and performance.
Peer evaluations can give boards a broader view of the board's performance. Board evaluation tools make this easy to do anonymously, which will yield more candid feedback. Peer evaluations will highlight directors' strengths and weaknesses. The results will also help boards identify gaps in communication between directors or between directors and management.
When choosing individual director evaluations, the administrator can correlate the results with the whole board to determine the most appropriate action. Assessment platforms eliminate barriers associated with time and costs, so boards have adequate time to conduct evaluations that bring meaningful results.
Many of the issues the board wishes to tackle will fall into similar categories. Classifying the board's objectives into themes will clarify problems and, hopefully, identify possible causes. Classifying issues also helps to test the practicality of specific governance changes.
This step requires boards to consider objectives in light of governance practices. This process should yield a list of areas for the board to investigate, and they'll need to balance the objectives with the scope of the evaluation and the resources available for the project.
Diligent Director & Officer Questionnaires require fewer resources, can be completed in less time and yield more meaningful results.
Boards that only solicit feedback from the whole board and CEO evaluations will overlook valuable input from other places. With Diligent Director & Officer Questionnaires, it's easy to get internal and external feedback.
Managers and employees are often valuable sources of internal feedback. Owners and vendors may also provide valuable external feedback. Government departments and major customers provide additional sources of feedback. A careful review of potential sources of information, along with a list of their relative advantages and disadvantages, will help administrators narrow down the most appropriate people to participate in the process.
Decide on the evaluation techniques. Evaluation administrators generally choose between a range of qualitative and quantitative methods.
Get qualitative data by creating questions that ask 'what,' 'how,' 'why,' 'when,' and 'where.' Qualitative data will help identify key governance problems and screen for new approaches. This process requires some subjectivity on the administrator's part, but it can be mitigated by using quantitative and qualitative processes. Qualitative data can come from interviews, board observation, document analysis and open-ended survey responses.
Quantitative data will yield results that are easier to measure, while qualitative results can be richer. Boards can use survey questions as a quantitative technique in governance evaluations. There is no best methodology for developing survey questions and an evaluation template. Still, Diligent Director & Officer Questionnaires supports flexible survey design so administrators can construct questions that will yield the most candid answers.
The company secretary or chairperson is usually the best person to conduct the board evaluations. An independent or lead director, or a board committee, may also take the lead in the board evaluation process.
Some boards use third parties to conduct evaluations. With Diligent Director & Officer Questionnaires, the whole process can be done internally and anonymously. Boards that use electronic assessment have the option of hiring a third-party administrator and involving the talents of specialist advisers or consultants.
Use the board evaluation process to agree on an action plan to improve governance.
Diligent Director & Officer Questionnaires will put the evaluation results into the hands of directors shortly after they come in. The evaluation administrator can compare the results to the original objectives to customize reports and visual summaries that supply the most accurate and valuable results. Boards can then determine how best to use their results.
Where boards have evaluated individual directors, the evaluation administrator and/or the board chair will review the results with individual directors privately. Results should be shared with senior executives when the evaluation focuses on communication and relationships between the board and managers. Typically, the whole board gets the results, and they should have an opportunity to discuss them in the boardroom.
Once the results are in, boards must balance transparency and the interests of shareholders and stakeholders who desire assurance of the board's competence. Boards may release the results as part of mandated disclosures. Diligent Director & Officer Questionnaires automatically creates visual reports that will quickly be ready for publication.
By communicating the evaluation results openly, the board sends a clear message of its focus on governance and improving its performance. Positive evaluations can also help confirm board effectiveness.
A well-executed board evaluation also needs practices that turn findings into board development and organizational growth. These best practices can help:
1. Clarify what you want to learn: Don't start without clearly defining the purpose of the evaluation. Are you assessing overall board performance or individual contributions? Defining goals upfront keeps the evaluation focused and actionable.
2. Use a mix of methods: Combine surveys with interviews or peer reviews for a more complete picture. Digital tools can make board evaluation questionnaires easier to distribute and analyze, while one-on-one interviews can be invaluable in uncovering deep insights.
3. Integrate board evaluation technology: Digitization takes the pain out of manual processes for board evaluations. When your board opts to use digital board evaluation technology, it simplifies the process for evaluation administrators and respondents. Directors will appreciate the time that electronic evaluations save them. They can access the evaluation using any device and even come back to it at a later time to complete it, if necessary. The system can also be set up to allow anonymous answers to get more candid feedback.
4. Engage a neutral reviewer when needed: Bringing in board evaluation consultants can support openness and objectivity, especially if internal dynamics are complex or if it's the board's first formal evaluation.
5. Prioritize confidentiality and psychological safety: Board members must feel safe sharing honest feedback. Ensure all responses, especially in peer assessment or interviews, are treated with discretion and care.
6. Align evaluation timing with strategy cycles: Consider aligning your evaluation with annual retreats or planning sessions. This capitalizes on the board's naturally reflective posture during these moments and allows you to immediately incorporate any insights into governance improvements.
7. Focus on improvement: Treat the evaluation as an opportunity to learn and grow. Use the results to create a clear action plan with follow-up steps, assigned owners, timelines and accountability checks. Depending on the board's needs, this could include additional training, relationship building and other development work.
Turn best practices into a repeatable process — automated reminders, anonymous responses and ready-to-share reports.
Board evaluations won't always go smoothly. Those who administer them are all too familiar with chasing down directors' responses or resolving tech issues. Awareness of these challenges, along with ways to address them, can ensure the process still leads to real improvement.
Despite their challenges, board evaluations can be a powerful tool, particularly when done consistently.
Jon Foster, board member with Berry Global, Lear Corp., Five Point Holdings and Masonite International Corp., said on a recent episode of Inside America's Boardrooms that board evaluations are important to a well-functioning board and that a board seat should be evaluated as part of the board performance process.
Regular evaluations help boards use feedback to update practices and assign follow-up work.
1. Improved governance and accountability: Regular evaluations create a structured opportunity to reflect on roles and performance against responsibilities. This builds a culture of accountability where directors take ownership of their contributions and collective outcomes.
2. More substantial strategy alignment: Regularly assessing how well the board supports and guides the organization's strategy can keep the board focused on mission-critical goals.
3. Better board composition and diversity: Routine board composition evaluations allow organizations to proactively address gaps in skills, experience or representation and build a succession plan around those gaps.
4. Increased engagement and effectiveness: Evaluations help directors feel heard and motivated, especially when paired with feedback and action. They also improve board effectiveness evaluation metrics like meeting productivity and decision-making quality, as well as collaboration.
5. Better oversight of key issues, including ESG: As issues like climate risk, social impact and ethical governance gain prominence, regular evaluations help boards sharpen their oversight of ESG performance and other evolving priorities.
6. Trust and credibility with stakeholders: Routine, documented evaluations signal a focus on strong leadership and continuous improvement.
Future board evaluations will likely cover ESG oversight, succession planning, software use and disclosure practices:
Board evaluations should start continuous board improvement. Despite the prevalence of board evaluations, many boards haven't changed their board practices because of them. Tools like Diligent Boards, part of the Diligent One Platform, centralize evaluation insights in the same platform where boards manage governance. This makes it easier to put findings into action.
Assore Holdings saved up to 60% of board meeting preparation time using Diligent Boards' AI features, including Smart Builder, SmartPrep 360 and Smart Risk Scanner. That kind of efficiency gives administrators more capacity to turn evaluation findings into actionable board materials.
The board evaluation report tests whether the evaluation leads to action. The report synthesizes evaluation results in a digestible and actionable format. How do you prepare and present an effective board report?
Read our guide for the seven areas for your next report.
Much of the friction in board evaluations documented above — manual compilation of results, director anonymity concerns and the time pressure administrators face — comes down to process, not judgment. Purpose-built technology addresses that process gap directly.
Diligent Boards' Questionnaires feature gives administrators secure, anonymous digital assessments, automated reporting and year-over-year tracking, built on expert-designed templates. Instead of chasing down paper forms or building a spreadsheet from scratch, the evaluation administrator gets a repeatable process that scales as the board's evaluation program matures.
Once responses come in, Smart Builder compiles evaluation results into board-ready analytical reports automatically — removing the manual data consolidation that typically falls to the corporate secretary or board administrator. Smart Prep Insights complements this by surfacing pointed, personalized questions for individual directors ahead of the review discussion, so directors arrive at the conversation already thinking about the areas most relevant to them.
At the Salvation Army General Insurance Company (Sagic), this combination has translated into faster, more confident board preparation, with tailored insights for individual directors and reduced manual effort for the team running the process.
Board evaluations can be conducted internally or with external board evaluation consultants.
Internal: The board chair, governance committee or corporate secretary often leads self-evaluations using board evaluation questionnaires or digital tools.
External: Organizations may opt for external review to bring objectivity, especially during leadership transitions or heightened scrutiny.
You can also use a hybrid approach, self-evaluation supported by periodic third-party review, to gain deeper insights and benchmarking data.
Conduct a formal board evaluation annually.
Full evaluations should happen once a year, including board composition evaluation and effectiveness review. Periodic deep dives into committee performance, ESG oversight or strategy alignment can occur every two to three years.
Consistent evaluations help boards stay aligned with governance practices and regulatory expectations.
After the evaluation, results are typically compiled into a board evaluation report by internal staff or board evaluation consultants. Next steps include discussing results in a full board meeting and creating action plans to address gaps in performance or composition, then tracking improvements via follow-up evaluations or board evaluation software.
Boards can prepare for regulatory and investor scrutiny by disclosing their evaluation process in proxy statements or annual reports, demonstrating follow-through such as skills gap analysis, ESG oversight or governance changes, and showing independence in the evaluation process, especially for high-stakes issues like succession planning or risk management.
A well-documented and action-oriented evaluation shows that the board is serious about performance and oversight.
Board evaluation software centralizes documentation and tracks changes in secure records, which supports compliance. This includes audit trails of evaluations and follow-up actions, plus customizable reports aligned with SEC and NYSE requirements or ESG reporting standards, with role-based access for secure collaboration and transparency.
A digital board evaluation tool simplifies regulatory reporting while maintaining governance integrity.
Request a demo of Diligent Director & Officer Questionnaires >
Board evaluation software improves efficiency and board engagement while supporting accuracy through faster survey distribution and analysis, benchmarking tools to measure board performance against peers, easy visualization of results and trends, and centralized, secure data storage.
Using digital tools also helps reduce bias and improve response rates.
Board evaluation software can handle automation and structure. Outside reviewers bring independent insights, qualitative nuance and expert recommendations. Together, they create a structured board evaluation process that can grow with board needs: use software for ongoing, efficient self-assessment, and bring in consultants for periodic, in-depth reviews or when board dynamics are complex.
Yes. Modern board evaluation platforms include tracking and custom dashboards to measure performance year-over-year. Boards can see how they're improving in areas like ESG governance, strategy alignment, diversity and board composition, and meeting productivity.
Tracking this data helps demonstrate progress to investors and regulators.
Investing in board evaluation software can return value through time savings from automated surveys and reporting, better decision-making from clear performance insights, reduced compliance risk and improved governance reputation with shareholders and regulators.
Use those insights to strengthen board effectiveness and reduce the costs of ineffective governance.
The 2026 What Directors Think report from Diligent Institute and Corporate Board Member found that 74% of boards use self-assessments, 38% use peer reviews and 30% rely on an outside reviewer. If your board sits well below those benchmarks on peer review or outside review, it's worth adding one complementary method rather than replacing your current approach. Peer benchmarking data like this is available directly through Diligent's Questionnaires tool.
A thorough board evaluation typically covers board composition, strategic oversight, risk and ESG, meeting effectiveness and individual director contributions. The right mix depends on your board's objectives and evaluation cycle. For a full set of sample questions organized by these categories, see our board evaluation questionnaire guide.
Board evaluations surface skill gaps and engagement issues that feed directly into succession planning, including where the board needs new expertise, when director tenure is becoming a liability and which committees need stronger leadership benches. This connection matters: 51% of directors cite executive turnover and succession planning as their top human capital topic, per the 2026 What Directors Think report. Evaluation findings give boards a factual starting point for that conversation rather than an anecdotal one. See our board succession planning guide for a full framework.
A board evaluation looks at collective effectiveness: how well the full board functions, whether its composition matches the organization's strategy and how well it executes its oversight role. A director evaluation looks at the individual: one director's contributions, engagement and competencies. Most governance frameworks recommend running both, since a well-functioning board can still have individual directors who need support, and vice versa.
Ready to modernize your board evaluation process? Schedule a demo to see Diligent Boards in action.
