By Suneet Sharma, a specialist charity governance consultant, governance and membership manager. Check Sharma on Governance, a governance resource for charities.
Governance reviews can take many forms: EDI, board effectiveness, group structures, trading analysis, and targeted reviews. This blog distils what to expect from a governance review and how, as a CEO, you can drive effectiveness as review partner.
The most precious thing a review will utilise is time across the SLT and board. As CEO, you are pivotal – both as the operational interface for the review and as the person ensuring that time is used well. One client used the governance review as an opportunity to conduct a gap analysis between its practice and the new Charity Governance Code 2025, maximising the return on their time. The Code also recommends an external board effectiveness review every three years for large charities, now folding in Equity, Diversity and Inclusion.
Here are common threads that run through any review and how to ensure you are effective throughout:
Develop buy-in and consider capacity
Securing board and SLT buy-in is the foundation of an effective governance review. Reviews lose value when boards and leadership teams lack a shared understanding of why the review is happening. Where possible, it’s worth being clear and working closely with the Board to combat this from the start and warm key stakeholders to the need for a review. Focus initially on the Chair as a pivotal relationship and partner throughout this process. It will make implementation easier and the data richer.
Also consider the team’s capacity to absorb the review. The most intensive reviews can take 15+ hours of board and SLT time and collectively require substantial resources across interviews, workshops, queries, and observations. Designate an administrative person to lead the review as the point person for interacting with the third-party reviewer. This can mitigate your being drawn in too closely to the process.
Scope rigorously, but don’t pre-diagnose
You will usually have a sense as CEO of the scope any review should take. Consider:
- Are we due a full 3-year cyclical review?
- Are there discrete areas that the board and SLT have noticed need attention or reform?
- Do comparability and benchmarking matter to you?
- How does the review fit into achieving the charity’s broader strategy?
- Are there any immediate governance issues which require attention?
In some cases, put together a concise brief, no longer than two pages, that answers these key questions.
Cost is just one dimension
When considering a reviewer for a governance review, cost is usually a competitive factor; however, consider also:
- Cultural fit
- Expertise in your field and specific regulatory environment
- Proactiveness and a positive relationship
- Effectiveness of approach
- Quality assurance
- Methodology
Sequence collaboratively with the reviewer
When inviting a proposal for governance reviews, sequencing is key to ensuring effectiveness. Bias and pre-formed conclusions can hinder the effectiveness of any review, so it is important that any review is sequenced to gather information in a piecemeal way, without assumption. Your reviewer should have suggestions as to how to approach this. They should start with open questions and information gathering underpinned by a desk-based document review.
Prepare in a focused manner
Centralise your documentation if you haven’t already. Sequence everything logically and accessibly. For example, if policies or terms of reference are scattered in different folders for each committee to review, centralise them. It will give the reviewer a snapshot in time that’s more effective and save precious time. Remember, you will only get out as much as the quality of the information you put in.
Participate and respond openly
Use your interview or engagement with the review pointedly. Usually, a review is a mix of closed and open questions that will be broad-ranging enough to get a sense of what burning issues you have identified as a CEO and dig into the reasoning behind the difficulties in greater depth.
Be prepared to learn candidly
Sometimes an outside party can surface things that we, by necessity of being so close to a matter, miss. This is where a review can provide the most value to a CEO. Be prepared to be presented with and tested on a hypothesis and for critical questions to arise. If anything, this is a hallmark of a good review. It surfaces critical dynamics or information. Being open to this, both individually and as a team, will put you in the best position to make the most of any learnings from a review.
Implement structurally
Most critically, develop and create momentum through a governance review. You can do this by ensuring a reviewer integrates workshops, away days and learning flash points for your board and SLT throughout the review. This is your opportunity as an organisation to learn, grow and improve. Capturing that will enable you to ensure that a review is implemented not just at a superficial level but structurally. That ensures change goes further than what is written in any report.
ACEVO members: consider the ACEVO resources on governance here to help drive an effective governance review: https://www.acevo.org.uk/support/charity-governance/