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A better board is built around the company’s strategy and oversight needs—not a generic checklist of director traits or a target for age or tenure. Strong boards combine the right collective experience and perspectives with clear responsibilities, useful information, constructive challenge, and regular evaluation that leads to action.
Start with what the board needs to oversee
Begin with the company’s direction, operating model, material risks, and expected transitions. Then identify the decisions and oversight responsibilities the board must handle over the coming years. The answer will vary with a company’s size, business, history, and leadership, so a skills list that suits one board may be a poor fit for another.
Map those needs to the board’s work: CEO selection and succession, strategy, tone at the top, audit relationships, executive compensation, and committee responsibilities. Decide which capabilities need to be present across the full board and which can be concentrated in a particular committee. A director or group of directors with relevant professional experience can help the board ask informed questions without taking management’s role in running the business.
Emerging issues also need deliberate ownership. EY’s 2026 guide describes boards considering where responsibilities for AI and cybersecurity should sit across committees. That is a reason to clarify oversight assignments—not a universal reason to create a new committee.
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Build a collective picture of skills and perspectives
A skills matrix can help directors compare the board’s current capabilities with the company’s needs. Treat it as a prompt for discussion, not a numerical score that can replace judgment. Consider expertise and perspective together: depending on the business, useful experience may include industry and operations, finance, risk, technology, regulation or public policy, and other backgrounds relevant to the company’s challenges.
Do not assume every board needs the same combination. A 2024 PwC and The Conference Board survey reported a difference in emphasis: executives prioritized industry, regulatory, and sustainability expertise, while directors prioritized finance, risk management, and operations. That finding describes those respondents, not a universal ranking of director qualifications.
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Composition is also more than a skills inventory. The Commonsense Principles of Corporate Governance recommend diversity across multiple dimensions and relevant professional experience. Consider whether the board’s mix of backgrounds and viewpoints helps it understand the company and challenge its assumptions, while preserving the experience and institutional knowledge needed for sound judgment.
Improve how the board works
Membership alone does not determine effectiveness. Leadership, interpersonal dynamics, governance policies, committee design, meeting practices, and the quality of discussion all shape whether directors can oversee the business well. The board’s role is to set direction and oversee matters such as strategy, succession, risk, integrity, and compliance; management runs the business. Constructive challenge is part of that oversight, not a substitute for management’s work.
Make information usable
EY’s 2026 guide, which describes a survey of more than 100 directors and in-depth interviews with experienced board leaders, identifies the quality and flow of information from management as a key driver of effectiveness. It also reports directors’ desire for more time on subjects including AI, talent, and geopolitics. The practical response is to improve the information and agenda—not simply make meetings longer.
- Does the board book distinguish decision-critical material from background?
- Do directors receive information early enough to review it and prepare questions?
- Does the agenda leave time for strategic discussion, follow-up, and constructive challenge?
Make culture observable
“Board culture” becomes useful when it describes visible working norms: how directors raise dissent, listen, handle disagreement, and make space for discussion. EY’s 2026 guide recommends assessing culture as part of board evaluation. A 2026 company disclosure filed with the SEC describes discussion of culture, leadership structure, skills, risk oversight, strategy, operations, growth opportunities, and committee effectiveness. These examples illustrate the breadth of issues a board may examine; they do not establish one method as right for every board.
Evaluate the board and act on what it learns
Regular evaluation should examine the board as a system, not just its roster. Former SEC Commissioner Luis A. Aguilar’s speech on boards of directors describes a periodic review encompassing composition, leadership, interpersonal dynamics, governance policies, and strategic vision. The Commonsense Principles of Corporate Governance describe written questionnaires, group discussions, and individual interviews as common evaluation methods, and call for follow-up on issues identified.
Choose a process that gives directors a chance to be candid and produces findings the board can use. The options below are alternatives to combine as appropriate, not a required sequence.
| Choice | Questions to settle |
|---|---|
| Scope | Will the review cover the full board, committees, individual contributions, or some combination? |
| Method | Would a questionnaire, facilitated discussion, individual interviews, or a combination best surface useful feedback? |
| Facilitation | Can board leadership facilitate candidly, or would an outside adviser help? One company disclosure describes using a third-party consultant periodically; it does not show that outside facilitation is always superior. |
| Follow-through | Who will own each agreed action, when will it be completed, and when will the board revisit it? |
Discuss findings at board level and, when candor or individual feedback calls for it, privately. Keep track of agreed actions and revisit progress. Depending on what the evaluation reveals, a response might be director education, different committee assignments, revised agendas, recruitment, or a decision not to renominate an ineffective director. These are possible responses, not automatic outcomes.
Survey figures can point to questions worth examining, but they are not a verdict on an individual board. In PwC and The Conference Board’s 2024 survey, 30% of executives rated their board’s overall performance excellent or good, while 28% felt their board had the right combination of skills and expertise. The results describe the survey’s respondents; they should not be treated as measurements of every company.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Refresh the board without reducing it to a clock
Refreshment can address changing strategy, capability gaps, or ineffective contribution. It should not be reduced to an automatic age or tenure target. Aguilar’s SEC speech notes term limits as one possible approach but cautions that tenure alone may be too mechanistic a measure. The Commonsense Principles balance the value of fresh perspectives with accumulated experience, continuity, institutional knowledge, and judgment.
Use the board’s evolving needs and evaluation findings to decide whether development, a new appointment, committee changes, or a departure is appropriate. A historical figure cited in Aguilar’s speech—published about 2015—said nearly all S&P 500 boards had group-evaluation frameworks, while about one-third evaluated individual directors. It is not a current measurement and should not be used as a benchmark for today’s boards.
Keep governance advice specific to the company
These practices are governance guidance, not a statement that one board structure or evaluation process is legally required for every organization. Companies operate under different legal and regulatory frameworks, and the principles discussed here do not replace jurisdiction-specific advice from corporate counsel.
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