Board Performance Reviews

For each proposal submitted to a client for board performance review work, Fletcher Jones highlights the skills and experience of each Director who will be involved in the work, together with information about any support staff aiding the review. We also include client testimonials. Importantly, our reviewers are highly trained individuals with considerable Board experience, our lead reviewer, Monica Langa has completed the Institute of Directors Certificate in Company Direction training and is co-editor of the book – A Director’s Guide to Governance in the Boardroom: across the private, public, and voluntary sectors - - https://www.routledge.com/A-Directors-Guide-to-Governance-in-the-Boardroom-Across-the-Private-Public/Langa-Langa/p/book/9780367696801

She is also a board Director and equity partner in Fletcher Jones.

Our other board reviewer, Jo MacLennan, is a highly experienced executive and non-executive as well as a qualified board mediation specialist and qualified executive coach. Jo has been a strategic advisor and facilitator of board events and planning sessions for nearly two decades.

Fletcher Jones has been operated for over 40 years, trading on our reputation of having the highest standards of professionalism and integrity in all our work. The Company and its Directors are very well known in the financial services sector and our reputation precedes us.

Between us, the Directors of Fletcher Jones have almost 100 years of board experience and this has given us deep insight into the highest standards of good governance and into the importance of ensuring that all board performance reviews are closely aligned with the operating environment, challenges, and needs of each board client, using core principles whilst making each board review bespoke to each client.

Trust in Fletcher Jones is vital for our continuing business, and we seek to ensure this is threaded throughout every aspect of our service offering, and it is a core element of a successful board performance review. We recognise that creating a safe and confidential environment is imperative so that Directors, and wider stakeholders, feel able to raise any matter in a manner that will not be attributable to them. Fletcher Jones deals in highly sensitive and confidential information on a daily basis, and the Company invests in annual Cyber Essentials Plus accreditation to ensure the highest standards of compliance with GDPR requirements. As a team we are very aware that our reputation for professionalism and integrity is a core value to clients and that many of our board clients sit on other respective boards, that may become our future clients. Each of our assignments is awarded following a competitive process and we are awarded assignments based on merit and on our strong reputation. We recognise the individual nature of each of the boards we work with and tailor our approach accordingly to ensure we maximise the engagement and outcome for our clients.

Due to the considerable amount of personal information, we process, partly due to our search services, we engage specialist providers to help us ensure that we adhere to the high standards of privacy and data security; our privacy notice is accessible on our website as well as at the bottom of emails.

In terms of managing potential conflicts of interest, we do not offer consulting services on the outcome of our reviews, other than search services for new directors, however in such cases we are involved in a competitive tender for each search assignment against other providers, which negates any potential conflict. Clients are always made aware of commercial relationships with other boards, and it is important to note that we do not have any long-term client contracts in place, for each and every work assignment, be it a board review or a director search, we are engaged solely for that piece of work on a standalone basis.

The board performance framework that Fletcher Jones utilises encompasses a variety of techniques to ensure a comprehensive review is achieved. This includes quantitative questionnaires completed by board members, 1:1 confidential interviews with board members as well as confidential stakeholder interviews, review of board packs and confidential board observation(s). These combined elements ensure a deep dive across issues such as: process, governance, individual contributions, culture and dynamics. Our aim is to ensure that each of these factors can be addressed and woven into the report in a constructive manner.

Other services provided by Fletcher Jones include independent board remuneration reviews, facilitation of board strategy events, coaching, board mediation, and psychometric testing, albeit these make up less than 10% of annual revenue and are not requested often by clients.

Our board performance reviewers are experienced executive and non-executive directors, and we pride ourselves on conducting reviews with sensitivity and understanding. We are transparent with our clients that we will remain independent and objective to ensure that all aspects uncovered during a review process are reported, albeit in a thematic style which maintains the confidentiality of individuals, and the output is designed to promote healthy debate and the continuous improvement of the board.

It is vital to the integrity of our reviews that we approach each one with an open mind, even when we are advised of certain challenges at the pre-review stage, we often discover that the core issue is different to what the chair of the board initially suspected. Having served on boards ourselves and having experienced external reviews, we have a deep appreciation of how unsettling it can be for board members to have their performance reviewed and how much trust is placed in us as evaluators; we take our role very seriously and see it as a privilege to work with each client. Equally, our board clients are some of the most senior individuals in their industry and are used to receiving an excellent standard of service, therefore they expect nothing less than a robust evaluation. Our aim is to tease out any aspects that can make a board even more effective, and as a result often discover areas of tension or disagreement, occasionally on the fundamental strategic direction of the organisation. There are occasions where our reports highlight issues that require to be addressed and may even lead to individuals stepping down from the board.

Fletcher Jones offers non-executive search services, and this has caused us not to tender for Board performance review mandates to preserve independence. Occasionally, following a board performance review, where a client has recognised a need to reshape or speed up succession planning, our deep understanding of the Board and its dynamics have resulted in Fletcher Jones being selected as the preferred supplier to conduct a subsequent search for new directors, albeit we have a sufficient number of Directors to allow for different teams to conduct searches. We have lost individual mandates due to our approach to independence and objectivity, equally, clients have been impressed with our service and integrity, that we have been retained on follow up independent reviews 3 years after conducting the previous review, considering we have only offered this service for just over 5 years, it is a testament to our reputation.

All the above being said, our final report is never a surprise to any Board, we ensure our observations and draft recommendations, as they emerge are shared with stakeholders as the review progresses.  We also work closely with the Chair to alert them to any significant issues well ahead of the draft report being published to ensure sensitive handling as necessary. We feel very strongly that our final report should be seen as being ‘owned’ by the Board and designed to facilitate positive debate and to effect positive change.

It is also important to note, that Fletcher Jones has worked on board appointments for listed investment trust companies (also our main board performance review client group) for over 23 years, this means we understand the sector in great depth and the challenges faced by boards, this not only adds a level of expertise when conducting Board Performance Reviews, it also means we are not dependent on any one client or any one type of service provision. Currently, independent Board Performance Reviews make up 30% of Fletcher Jones’ annual income. No single evaluation client makes up more than 2.6% of annual revenue for our Company, which further underpins the independence of Fletcher Jones.

In terms of how long we engage with each board client on independent reviews, we are committed to retaining independence and understand the Code of Practice recommendation of not conducting more than 2 independent reviews, 3 years apart. As in practice, our main clients are Investment Trust companies, these boards are made up entirely of non-executive directors only and due to staggered rotation with maximum 9-year terms of office, it is quite usual for a significant number of board members to have rotated at the point we conduct a second independent review and for none of the Directors to be in place at the point of a third independent review. We approach this on a case-by-case basis.

For each Board Performance review, we agree with clients that following the completion of the review, we provide support in drafting a suitable entry to the annual report, we formally present our report to the Board at a date convenient to members, provide one-to-one feedback to each participant and provide any follow up support for 12 months.

Additionally, we are able to signpost chairs of boards and individual board members to other areas of support or training and have good relationships with organisations such as the Association of Investment Companies (AIC) as well as the Institute of Directors. We have also made introductions between various clients to support individual Board member development and further ‘cross fertilisation’ of best practices or to discuss similar challenges, especially within the Investment Trust company sector.

Before commencement of the assignment Fletcher Jones issues a set of Business Terms to their client which outlines the operating procedures including confidentiality, engagement practice, key deliverables and payment structure.  Fletcher Jones will not commence any work until they have received the signed Terms from the client.

As part of Fletcher Jones’ approach of providing objective views and recommendations, clients understand that our role as reviewers involves us probing all aspects of the board’s work including its operating style, board dynamics and its preparedness for the future. Clients are made aware that the process includes constructive challenge, and the review may ‘shine a light’ onto areas that were not expected at the outset. We emphasise to clients that the review process is designed to unearth areas of genuine improvement and that it is not a compliance or assurance exercise, its ethos is on continuous improvement and learning. Part of our responsibility is to ensure clients undertake to share all relevant materials and facilitate access to all stakeholders required in the exercise. We also take time prior to the commencement of a review to speak in detail with the Chair and Company Secretary to understand any areas on particular sensitivity, or any specific areas that we should ensure to probe in extra detail such as boardroom dynamics or cultural factors.

Importantly, Fletcher Jones ensure that the final report is written with the highest level of sensitivity, using a thematic approach which highlights areas the board needs to pay further attention to, or where there is some disagreement or healthy tension. The report is presented to be received as a working document owned by the Board and issues raised cannot be linked to any individual.

Due to the sector in which our board clients operate within – financial services- it is likely the PRA/FCA may wish to view the Board Performance Review or indeed liaise with the Fletcher Jones team directly about aspects of the report.  

Client disclosures relating to the final report produced are agreed with Fletcher Jones prior to publication and include: the supplier appointment process, review methodology followed by a summary of findings.