What Boards Learn When Management Reviews the Board
Most boards are familiar with annual board and committee self-assessments. These reviews have an important role. They invite directors to reflect on how the board is performing, whether committees are operating effectively, whether agendas are appropriately focused and whether board composition, skills and behaviours remain fit for purpose.
But self-assessment has an obvious limitation: it largely asks the board to judge itself from inside the boardroom.
A 360-degree management review of board performance (360 Review) adds a different lens. It asks the CEO, senior executives, the company secretary and, where appropriate, other regular contributors to board and committee processes to provide structured, confidential and constructive feedback on how the board is experienced by management.
That feedback can be confronting. It can also be extremely valuable.
The purpose is not to transfer accountability from the board to management. Nor is it to create a management scorecard on directors. Done properly, a 360 Review is a governance improvement tool. It tests whether the working relationship between the board and management is helping the organisation govern, decide and execute well.
What is a 360-degree management review of board performance?
In this context, a 360 Review is a structured review process through which management provides feedback on board and committee performance from management’s perspective.
It is usually conducted separately from, but aligned with, the board’s own self-assessment. It may be undertaken through a tailored questionnaire, confidential interviews, or a combination of both. In larger or more complex organisations, it will often be externally facilitated to improve independence, candour and comparability.
The questions should be different from those asked of directors. Management is not being asked to appraise directors as peers. It is being asked to comment on the board-management interface: the quality of board papers, the clarity of board requests, the conduct of meetings, the usefulness of feedback, the timeliness of decisions, the appropriateness of delegations, the quality of strategic engagement and the level of trust between the board and management.
Why management’s perspective matters
Boards depend heavily on management. Management prepares papers, implements strategy, manages risk, executes decisions, supports committees, responds to questions and keeps the board informed. The company secretary, in particular, often sees the entire governance system at work: agenda planning, paper preparation, board portal management, meeting conduct, minutes, actions, circular resolutions, delegations and follow-up.
This gives management a practical view of whether the board’s processes are working as intended.
For example, the board may believe it is providing rigorous challenge. Management may experience that challenge as inconsistent, unclear or overly tactical. The board may believe it is seeking better information. Management may experience repeated requests as a search for perfect information that delays decisions without improving decision quality. The board may believe that a matter has been delegated. Management may experience the delegations framework as so restricted that it cannot efficiently run the business.
These are not minor irritants. They affect the speed and quality of decision-making, executive focus, accountability, morale, risk management and organisational performance.
Common themes a 360 Review can reveal
A well-designed 360 Review can surface issues that may not emerge through a traditional board self-assessment. These may include:
excessive scheduled or out-of-cycle board and committee meetings;
the volume, frequency and turnaround time for board papers;
unclear, inconsistent or subtly coded feedback from the board;
repeated paper rework caused by poorly framed requests or moving expectations;
slow approvals, including delayed circular resolutions;
excessive focus on operational detail at the expense of strategy;
unrealistic financial or non-financial targets built into business plans, budgets and KPIs;
limited delegations of authority or excessive reservation of matters to the board;
well-intentioned but unhelpful director involvement in management activity;
insufficient mentoring, guidance or constructive support;
the board not listening to genuine management concerns;
fractured relationships, including between the Chair and CEO; and
a breakdown in trust, respect or role clarity.
These themes are sensitive. They should not be treated as a complaints register. The value lies in identifying patterns, testing them against evidence and converting them into practical improvement actions.
Where 360 Reviews sit in the governance landscape
For ASX-listed entities, board performance evaluation sits within Recommendation 1.6 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. That recommendation states that a listed entity should have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors, and should disclose for each reporting period whether an evaluation has been undertaken in accordance with that process.
The ASX framework is not a mandate to conduct a 360 Review. It is an “if not, why not” governance disclosure framework. However, a 360 Review can be a powerful way of strengthening the evaluation process, particularly where the board wants to understand how its conduct and processes affect management.
For APRA-regulated institutions, the expectations are more prescriptive. Prudential Standard CPS 510 Governance requires locally incorporated APRA-regulated institutions to have procedures to assess board performance at least annually, including the performance of individual directors. APRA guidance has also emphasised the role of independent external review, particularly for significant institutions and on a periodic basis. APRA’s current governance reform program and draft CPS 510 materials released in 2026 point to increasing regulatory interest in the quality, objectivity and follow-through of board, committee and director performance assessments.
For registered charities, the ACNC Governance Standards do not impose a specific board evaluation or 360 Review requirement. However, they do require responsible governance and accountability. A tailored 360 Review may be a useful way for larger or more complex charities to test whether the governing body and management are working together effectively.
For unlisted companies and other organisations, the case is largely one of good governance rather than strict legal prescription. Directors must still discharge their duties with care and diligence. A disciplined board evaluation process, including management feedback where appropriate, can help directors understand whether board processes are supporting effective oversight and decision-making.
What makes a 360 Review effective?
The quality of the process matters. A poorly designed review can create anxiety, encourage defensive behaviour or produce vague feedback that is difficult to act on. A good review should be:
1. Purpose-led
The board should be clear about why it is undertaking the review. Is the objective to improve board papers, reset the board-management relationship, assess committee effectiveness, support a new Chair or CEO, test delegations, or prepare for a more comprehensive external board evaluation?
2. Properly scoped
The review should identify which parts of the board system are in scope. This may include the full board, committees, the Chair, committee chairs, meeting processes, papers, information flows, delegations, strategic engagement and decision timeliness.
3. Appropriately independent
External facilitation is not always required, but it is often valuable. It can improve confidentiality, provide a neutral channel for sensitive feedback and help the board separate recurring themes from isolated comments.
4. Confidential but not careless
Participants need to understand how their feedback will be used, who will see it and whether comments will be attributed or aggregated. In small executive teams, anonymity can be difficult to guarantee. That should be explained upfront.
5. Tailored to the organisation
Generic questionnaires are rarely enough. A review for an ASX-listed financial services business will not be the same as a review for a founder-led private company, an APRA-regulated institution, a charity or a subsidiary board.
6. Evidence-based and balanced
The review should capture both quantitative ratings and qualitative comments. It should also be tested against board calendars, meeting volumes, board paper length, action registers, delegations, circular resolution turnaround times and prior review outcomes where available.
7. Converted into action
A review has limited value unless the board agrees on practical next steps. The output should include a short action plan, clear ownership and a process for tracking progress. Examples may include changes to agenda planning, board paper guidance, delegation thresholds, committee reporting, strategy sessions, director induction, meeting protocols or Chair/CEO communication rhythms.
Sample questions for a 360 Review
The following questions illustrate the type of matters that may be tested:
Does the board focus on the right matters, or does it spend too much time on operational detail?
Are board and committee papers proportionate, clear and decision-useful?
Are directors’ questions timely, relevant and constructive?
Does management receive clear and consistent guidance from the board?
Are delegations of authority appropriate for the organisation’s size, maturity and risk profile?
Does the board make decisions within reasonable timeframes?
Does the board provide effective strategic challenge without undermining management accountability?
Are committee requests well coordinated, or do they create duplication and rework?
Is the relationship between the Chair, CEO, committee chairs, company secretary and senior executives effective?
Is there sufficient trust, candour and mutual respect between the board and management?
When should boards use 360 Reviews?
A 360 Review can be useful at any time, but it is especially valuable where:
a new Chair, CEO or company secretary has been appointed;
the board has grown or changed materially;
there has been a merger, acquisition, listing, restructure or major strategic pivot;
the organisation is subject to heightened regulatory scrutiny;
board papers and meetings have become too long or inefficient;
delegations and reserved matters appear to be slowing execution;
management is experiencing inconsistent or unclear feedback from the board;
the board-management relationship has become strained; or
the board wants an externally facilitated review that goes beyond director self-assessment.
What success looks like
The best 360 Reviews are not measured by the length of the report. They are measured by whether the board changes the way it works.
Successful reviews can lead to sharper board papers, clearer agendas, more disciplined meeting conduct, more coherent feedback to management, better delegations, faster decisions, improved strategic focus and a healthier working relationship between directors and executives.
They can also help boards identify blind spots. A board may be diligent, experienced and well-intentioned, yet still create unnecessary friction for management. A 360 Review gives the board an opportunity to see that clearly and respond constructively.
Closing comments
A strong board-management relationship is built on clarity, trust, respect and disciplined governance processes. Periodic self-assessment remains important, but boards should ask whether self-assessment alone gives them the full picture.
For many organisations, the answer will be no.
A well-formulated 360-degree management review can help the board understand how it is experienced by those who work most closely with it. It can expose avoidable friction, strengthen mutual understanding and support practical improvements in board and committee effectiveness.
Governance in Action Pty Ltd is well placed to assist organisations with externally facilitated board performance reviews, including 360-degree management reviews of board and committee performance.
David Cantrick-Brooks FGIA FCG, Principal & Director of Governance in Action Pty Ltd, can assist with enquiries. Please feel free to reach out via LinkedIn or via gia.net.au.
AI-assisted tools were used to support the research, drafting and editing of this article. Responsibility for the final content rests with David Cantrick-Brooks.
