Thai Institute of Directors

To evaluate effectiveness and efficiency of the Board, most organizations applied various “Board Evaluation” forms to identify “strengths-weaknesses” as well as “obstacles” of their performance. This will give rise to the Board Development engagement to enhance strengths, eliminate weaknesses and overcome obstacles accordingly.

Board Evaluation and Development is a continuous process considered to be a part of good “corporate governance” mechanism that will raise Board awareness and embed ethical leadership.

This guideline has been developed to reflect the significant and necessary factors of Board Evaluation and Development. The guideline may be a key mechanism to help all directors perform their roles and drive the company towards sustainability. Board Evaluation should be a powerful tool that can help the Board “question” its own capability whether it is adequate to perform oversight roles for maximum benefits of the organization and stakeholders.

The contents of this guideline will help the Board, Corporate Secretary, and relevant parties perform their respective roles more efficiently. Meanwhile, it can also be used as guideline for organizations to review Board Evaluation and Development approach and process in order to enhance their performance standards.

Key Principles of this guideline are as follows:

1. Board Evaluation is a crucial mechanism to reflect strengths, weaknesses, and obstacles of the Board in performing their duties during the past year. It also helps creating Board awareness of corporate governance principles and accountability conscience as organization leaders.

2. The Board should emphasize the significance of Board Evaluation and conduct Board Evaluation regularly (at least once a year). The Board should use the evaluation result as well as any remark or suggestion to review and improve its performance efficiency in accordance with corporate governance principles.

3. The Board should consider Board Evaluation framework and determine “objectives” as well as key issues to ensure the evaluation has clear and specific targets.

4. The Board should consider Board Evaluation “approach/methodology” that matches the organization’s context and situation it is facing. Therefore, evaluation methodology applied in each year may vary.

5. The Board should determine that “appraisee” covers the Board, Board Committees, and individual directors.

6. Chairman should have key roles as leader and oversee the Board Evaluation process while Corporate Secretary assumes supporting roles through facilitation and coordination in various aspects.

7. The Board should discuss Board Evaluation result and issues identified, possibly by comparing with result of the previous year or relevant guidelines to perform gap analysis for further improvement.

8. The Board should ensure appropriate and adequate disclosure concerning Board Evaluation criteria, procedure, and overall result in the Annual Report.

9. The Board should consider contents of “Board Development activities” that cover development of knowledge, skill, and behavior.

10. The Board should regularly monitor and evaluate efficiency/effectiveness of Board Development activities and use the evaluation result as a guideline for further improvement.

11. The Board should regularly monitor changes in business environment to be able to assess potential impact from such changes on the organization and whether the Board needs to develop additional skill, knowledge, or expertise to cope with those changes.

For full "Guideline on Board Evaluation & Development " please download below