Services

Corporate Governance Assessment | Directors’ Search | Ethics Management | Information & Advisory Services

Improving Board Performance through Evaluation

As per the recent guidelines from regulators, board members have to go for an annual performance evaluation. For companies’ Nomination and Remuneration Committee (NRC) this is one of the most important tasks.

AID-India believes that a well thought-out and executed board evaluation process should prove beneficial even to already well-run boards by reinforcing appropriate roles and responsibilities, and giving the board and the directors a regular opportunity to review their effectiveness.

AID-India has a panel of consultants who can be called upon to help companies lay down the criteria for performance evaluation.

AID-India Board Evaluation Proposal:

AID India will use a pool of experienced professionals to oversee the process and guide you throughout. The basic appraisal service includes:

• Designing and delivering a questionnaire to all board members followed by individual interviews, analysis, and a full report
• ‘One on one’ interviews with each Board Member including Chairman
• Collating and analysing the data from the interviews and questionnaires
• Drafting the report including gap analysis and recommendations
• Presenting the findings and report to the Chairman and ratifying the report
• Presenting the general findings and recommendations to the Board

What to assess and how?

The key to success for the board is to be actively engaged in the assessment process. It is equally important to have absolute clarity about the objectives in the assessment process and what is to be accomplished by the process.

There are a few different approaches which can be mixed and matched in undertaking board evaluations depending upon the board’s needs, prior experience, chemistry and appetite for the process.

They include:

• • Survey — Any survey should be carefully tailored and designed for a specific company and its board, and be constructed by drawing from the corporation’s bylaws, committee charters, the roles and responsibilities of directors, and corporate governance guidelines. The survey should produce reliable results and the feedback should usually be presented in the context of a goal-setting process with the board, intended to improve overall performance, and educate the board.
  • Interviews — Interviews of the board often are used prior to a board assessment — particularly where boards have not previously done an evaluation — to gain an understanding of the issues on directors’ minds. Typically, outside facilitator interviews directors individually using a structured questionnaire that takes into account the company’s bylaws, charters, guidelines, and codes of conduct and ethics. Based on the results of the interviews, the NRC provides anonymous feedback to the board, often in the form of a narrative report that is organized thematically according to key areas for board improvement.
  • Group evaluation — During a group evaluation, a trained consultant engages the board and the CEO in an interactive dialogue. Working against a backdrop of the Companies Act, 2013 and general best governance practices, the discussion focuses on how a board can improve its performance. This approach works best when directors are able to talk candidly and openly, and have a sufficient amount of time to devote to the process.

A well-planned and well-executed board evaluation that focuses on the unique culture, bylaws and needs of the board can reveal issues that hinder optimal board performance. Identifying and addressing these issues, and reinforcing the appropriate board roles and responsibilities, can yield significant benefits to the board, the company and all stakeholders.

Corporate Governance Assessments are an important tool in promoting good corporate governance.

AID-India’s Corporate Governance Assessment is based not only on the compliance of local laws and regulations, as well as the Code of Corporate Governance but also looks at international best practices.

The key areas of focus for the assessment are:

• Commitment to Good Corporate Governance;
• Board practices;
• Control Environment and Processes;
• Transparency and Disclosure; and
• Shareholders Rights

The ultimate purpose of the assessment is to identify the nature and extent of specific strengths and weaknesses in corporate governance in the organisation. It is a primarily a qualitative assessment, although the methodology may take into account certain quantitative measures, and cannot be reduced to a quantitative score or set of quantitative scores. The aim is to enable the organisation to identify how to improve its corporate governance. The assessment involves examining therefore both implementation and enforcement issues.

All Corporate Governance Assessments are tailored made according to the client, the size of their organisation and structure, as well as their sector of activity.

We have a range of consultants to undertake these assessments according to your particular needs. Strict confidentiality is maintained at all times and if necessary a separate confidentiality agreement can be signed.

Seeking an independent director for your board?

Submit your search to the AID-India by completing this form and sending it to us at info@aidindia.co.in. Upon payment of the search “Retainer-ship” fee of Rs. 100,000/- per vacancy request, we will then carry out a search for you, from our data bank and through the extensive network we have, and provide you with a shortlist of best matches.

Terms and conditions:

• Once the list of matching candidates has been provided, the requisitioning company will liaise directly with the candidates.
• The service is not designed to be a recruitment service.
• AID-India cannot be held responsible for the failure of the requisitioning company to respond to any applications made or the failure of any candidate to accept a proposed position.
• All queries relating to the position for which the search is being conducted should be directed to the requisitioning company and it is their responsibility to advise candidates of the outcome of their applications.The requisitioning company is responsible for the accuracy and detail of information given.
• AID-India does not guarantee the quality or number of candidates submitted.
• AID-India does not guarantee the competence, suitability or integrity of any candidate proposed to or selected.

Directors’ Search Fees

Directors’Search Fee is payable in two stages –

At the time of placing he request for Search –

Corporate Members : Free
Other companies : Rs 100,000 per vacancy request

Post the finalization of appointment –

Corporate Members : Rs. 500,000 per appointment
Other companies : Rs 500,000 per appointment.

Director Search Mandate Form

AID-India advises organisations in the public and private sectors, as well as professional associations, on all aspects of the management of ethics, in line with best practice in corporate governance. These services include:

• Assessing ethics risks and opportunities
• Drafting and revising codes of ethics and ethics policies
• Strategies, structures and systems for embedding ethics in organisations
• Training and certifying Ethics Officers
• Ethics awareness and management training
• Continuing professional development (CPD) training modules for accountancy and financial services professionals

AID-India can provide information and advice on corporate governance issues such as:

• Answering general queries
• Providing general information and guidance on corporate governance issues
• Advising on best practice in accordance with SEBI Code of Corporate Governance including Corporate Governance assessments and reports
• Advising on establishing and implementing ethics management
• Advising on and drafting of charters, terms of references, polices and corporate governance reports
• Development of guidelines and tools on any corporate governance related issues