In today’s environment of increasing complexity and accountability, the question of when a board was last independently evaluated is not just rhetorical — it’s a governance imperative.

“Boards today are operating in a fast-changing landscape,” says Carol Bolger CDir, Board Assessor, Institute of Directors (IoD) Ireland.

“An independent evaluation brings the objectivity needed to reflect on performance, uncover hidden gaps, and ultimately sharpen board effectiveness.”

As part of its commitment to advancing the highest standards of corporate governance, IoD Ireland supports organisations with a bespoke, confidential, Board Evaluation Service.

This offering helps boards of all sizes assess and enhance their effectiveness in a structured, strategic manner.

THE STRATEGIC CASE FOR INDEPENDENT EVALUATION

Independent board evaluations are no longer just about compliance; they are critical for good governance and longterm organisational success.

A well-conducted evaluation is a tool for growth and enhancement, offering boards a chance to reflect candidly, align on strategy, and raise their collective performance.

“The best boards don’t wait for problems to arise,” Bolger notes.

“They actively seek feedback and insight to help them futureproof their structure and processes. That kind of proactive leadership sets high-performing boards apart.”

While internal reviews — led by the Chair or a governance committee — can provide value, they are often constrained by existing relationships and a reluctance to surface difficult issues.

An external assessor brings neutrality, benchmarking against peer standards, and the freedom to ask the hard questions that internal processes may avoid.

Tara Glynn, IoD Ireland Board Evaluation Client and Group Company Secretary & General Counsel at Vhi, affirms the value of an outside perspective: “External Board evaluations provide an unbiased perspective on the board’s performance and highlight your strengths and potential areas for improvement.

“It can provide useful insights into how well the Board works together, and how it works with management.

“Additionally, it tests that the Board is a forum for constructive challenge while also supporting the management team. It’s a really worthwhile exercise.”

MORE THAN A GOVERNANCE EXERCISE

An independent evaluation goes beyond assessing governance mechanics.

It examines how the board operates as a leadership body — its ability to challenge constructively, respond to risk, plan for succession, and engage in forwardlooking strategic oversight.

“Board evaluations work best when they are developmental, not just diagnostic,” says Bolger.

“The goal isn’t simply to identify weaknesses, but to help the board grow in capability and confidence.”

Through its tailored approach, IoD Ireland’s evaluation framework supports boards in identifying priority areas for development and fostering a high-performance culture within the boardroom.

Done well, these evaluations enhance boardroom dynamics, clarify expectations between the board and executive, and often lead to more focused, strategic discussions at board level.

Billy Doyle, IoD Ireland Board Evaluation Client and CEO of Dundalk Credit Union, highlights the importance of full participation in the process: “Without full engagement and commitment from everyone, the evaluation won’t lead to meaningful change.

“Full commitment from all directors will foster collective ownership and responsibility and helps to build trust between the board and CEO.”

WHEN AND WHY BOARDS SHOULD ENGAGE

Most corporate governance codes — such as the UK Corporate Governance Code, the G20/OECD Principles of Corporate Governance, the Code of Practice for the Governance of State Bodies and the Central Bank of Ireland’s Requirements for major regulated entities — recommend that boards conduct an external evaluation every three years.

But frequency alone isn’t the only consideration.

An external evaluation becomes especially valuable at pivotal moments: following significant organisational change, after the appointment of a new Chair or CEO, when preparing for an IPO, during restructuring, or if governance or performance concerns arise.

“Sometimes the trigger for an evaluation is obvious — a crisis or change event.

“But in truth, every board benefits from periodically stepping back and asking, ‘How are we really doing?’” Bolger advises.

REAL IMPACT: BEYOND THE BOARDROOM

The benefits of independent evaluations are often farreaching.

Boards that commit to the process typically report improved performance, better alignment with corporate strategy, and enhanced relationships with key stakeholders, including investors and regulators.

“Through IoD Ireland’s Board Evaluation service, I’ve worked with many boards that saw the benefits of the board evaluation in a renewed clarity of purpose and stronger governance structures,” says Bolger.

“It can be a turning point — especially when the process is embraced with openness and trust.”

These evaluations often lead to practical improvements: refreshed board composition, more effective meeting structures, enhanced documentation, or stronger risk oversight.

Philip Brady, IoD Ireland Board Evaluation Client and Company Secretary at Utmost International Ireland, reflects on the value his board experienced: “IoD Ireland’s flexible approach ensured a seamless and insightful evaluation, providing a comprehensive report with valuable recommendations to support our Board’s ongoing development.”

THE EVOLVING EXPECTATION

Stakeholders — from regulators to employees — are increasingly holding boards to higher standards, particularly in areas like ESG, culture, digital capability, and diversity.

“Boards are being asked to lead on issues they didn’t face a decade ago,” Bolger notes.

“An independent evaluation is an opportunity to assess whether the board’s skills and structures are fit for the future.”

It also signals to stakeholders that the board takes its governance responsibilities seriously and is committed to continuous improvement.

John McRedmond, IoD Ireland Board Evaluation Client and Company Secretary, Ornua, reflects that being a director is more challenging than ever before.

The opportunity for reflection offered by IoD Ireland’s robust board evaluation is an opportunity to raise the bar on board performance.

IoD Ireland actively encourages its members and their organisations to embrace evaluation as part of a continuous development journey, supported by experienced assessors and governance professionals.

A CALL TO ACTION

If your board has never undergone an independent evaluation — or hasn’t done so in recent years — now may be the time.

The process doesn’t need to be complex or intimidating. At its best, it is constructive, confidential, and tailored to your board’s specific context.

“An evaluation of your board is a moment of alignment and insight,” says Bolger.

“It gives the board a mirror for reflection and, more importantly, a roadmap for how to keep evolving and enhancing effectiveness.

“Strong boards don’t fear scrutiny — they seek it. An independent evaluation is a hallmark of modern, accountable, and forward-looking governance.”

To find out more about IoD Ireland’s Board Evaluation Service, visit www.iodireland.ie/ board-services/board-evaluation

Photo: Carol Bolger CDir, Board Assessor, Institute of Directors Ireland