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Case Study - Finding time for Strategy
Insurance Company asked us to undertake a Board Governance and Effectiveness Review.
The purpose was largely to check the lines between governance/oversight by the
Board and delegation/accountability of management. The regulators had shown concerns.
The Board comprised:
- 3 Non-Executive Directors who represented an overseas parent company and were
- 4 Independent Non-Executives one of whom was the Chairman
- 4 Executive Directors including the CEO, FD, CRO and CUO
proposed a four stage review:-
1: Desk based research to check the governance structure, the reality of what
was happening and how this was recorded and what the company needed going
Stage 2: A questionnaire to highlight any areas of concern and open up thinking in preparation for
Stage 3: Individual interviews to explore concerns, understand more on the day
to day realities of delegation and empowerment, with a view to establish
potential remedies too
Stage 4: Board and Committees’ Observation to see the Board and Committees in
desk based research showed that the governance was strong in this organisation,
however there was no separate Board Terms of Reference and the Matters Reserved
for the Board were very high level.
The agenda was very detailed with much of
what had been dealt with at committees resurfacing in just as much detail in
minutes conveyed duplicate conversations to those of committees.
questionnaire showed that there was satisfaction with how collegiate the Board
was, but frustration at agenda content.
the interviews with the Board members expressed their frustration at the lack
of agenda time to cover strategy and risk items and complained at how much
‘tick-boxing’ went on at the Board. These points were borne out by the Board and
committee observation.We also observed completely duplicate discussions at
recommended that only highlights from committees were escalated and that a
written report from each committee chairman was provided to the Board. We also
suggested the setting up of a governance and compliance committee to
undertake the more detailed governance/compliance work and appropriate
escalation/accountability back to the Board.
We also recommended that all of
the terms of reference be reviewed as some items could easily be dealt with by
management without the Board, and other items could be dealt with just by the
appropriate Board committee. There was also duplication between committees. It
wasn’t that nobody trusted anybody. It was that everyone was so interested in
the business that they wanted to be involved in everything, and then got
frustrated about the lack of time.
Board agreed to our recommendations and subsequently asked us to be involved in
a delegation/accountability project where we reviewed all of the Terms of
Reference against regulatory requirements and the firm’s business model and
strategy, recommended what should sit where, helped set up the new committee
and set up the appropriate structure to empower people lower down the
The regulators accepted that it was not about trust but more about
excessive involvement and were comfortable with our proposals.
year on, the Board has more time to review strategic initiatives, high level
risks and oversee the business. The executive
feel more empowered as do those below them and the accountability framework is
functioning well. The hardest part we were told was to let go of old habits and
the yearning to be involved in what they loved at a detailed level.
If you think we can help you with your Board reporting please email firstname.lastname@example.org or call +44 (0) 20 7764 0721
BP&E Global – Board Performance and Effectiveness