Governance Adviser — Board Capability Assessment

Diagnose the decisions, then assess the board

Review the strategic agenda, committee responsibilities and the kinds of judgement regularly required. Examine selected papers and decision processes within the agreed access arrangements. Conduct structured, confidential discussions that allow different views to emerge without turning individual comments into untested conclusions.

Distinguish three different problems

A missing technical perspective may require a new director, specialist advice or better management information. Weak challenge may reflect behaviour rather than composition. Repeated confusion may arise because the board has not defined what it expects to decide. The adviser must distinguish these possibilities before recommending appointments.

Assess how expertise is used, whether a small number of directors dominate specialist matters and whether committees connect their work to the full board. Consider succession, availability and independence alongside capabilities. Identify strengths worth preserving as well as gaps requiring action.

Recommendations must be proportionate

Provide a prioritised improvement plan with options, dependencies and practical measures of progress. Where a future appointment is recommended, explain the contribution required in terms of decisions and responsibilities. Avoid producing an impossibly broad specification or defaulting to familiar career backgrounds without evidence.

Candidates should have substantial experience in board evaluation, governance advisory or director succession, with a clear understanding of non-executive responsibilities. They must be able to work with sensitive information, challenge status and synthesise conflicting evidence fairly. Experience as a director is valuable but does not replace disciplined assessment practice.

Boundaries of the engagement

The adviser does not rate directors for public disclosure, decide appointments or assume a board seat. The final report should separate evidence, interpretation and recommendations, with agreed handling of confidential material. Any conflicts arising from search or advisory relationships must be declared. Success is a board that understands which changes would improve its work and why, rather than a polished evaluation document that restates general governance aspirations without changing decisions, composition or behaviour.