Global Automotive Company — Board Evaluation: From Failed Review to Effective Board
A leading global automotive company with a market cap over 50 Mrd. US-Dollar. A recent board evaluation had backfired: results and communications were rejected, disputes escalated, and the board’s work stalled. Actions weren’t implemented, trust eroded, and the debate culture deteriorated. The Chair engaged RefineValue to rebuild trust, reset the evaluation logic, and restore an effective board dynamic.
Board Evaluation Outcomes at a Glance
Mandate & Constraints
Our mandate was to steady the boardroom and reset the board evaluation from first principles: act as independent counsel, run a forensic review of the failed assessment, and design a credible evaluation programme—an annual self-evaluation anchored by an objective external review every three years. The brief went beyond diagnostics: rebuild trust and debate norms, and translate findings into operating changes the board could feel—agenda design, committee charters, decision flow and pack discipline—while linking outcomes to NomCo succession and the board’s strategic agenda, with a concise communications note for directors and investors. We worked against a live AGM/proxy season clock, under MAR/Reg FD sensitivity and leak risk, across multiple jurisdictions with co-determination/works councils. There was no appetite for “naming and shaming”; the board wanted visible early progress in 6–12 weeks.
What We Did
We started by reconstructing the evaluation end-to-end—method, instruments, sampling, scoring, synthesis and the way findings were communicated. In parallel, we held confidential 1:1 interviews with every director and the executive participants to surface strategic tensions, norms of debate and fault lines the survey had missed. From that evidence we drafted a Findings-to-Actions map: what remains true, what must change, and which operating adjustments the board would feel in the next meetings. To build acceptance, we identified the most vocal skeptics and met them early in 1:1 preview sessions, pressure-testing the evidence and inviting them to co-shape the “must change” items—reducing defensiveness and turning several into visible sponsors.
Design followed activation, not slides. We convened the board for a working session, reset the agenda architecture (strategy time first; clear asks), codified decision rights and committee remits, and introduced pack standards (concise options, risks, trade-offs, “ask on page one”). We embedded a two-speed evaluation programme—an annual self-evaluation with disciplined follow-up, anchored by an external review every three years—and linked outcomes to NomCo’s succession calendar and the board’s strategic cycle. Accountability was explicit and depersonalised: each action had a named owner (director or committee chair), a clear “by when,” and a simple red-amber-green tracker reviewed at the start of every meeting; CoSec maintained the register, the Chair closed each discussion with “who does what by when,” and NomCo monitored delivery through the succession calendar.
Because the situation was public-view sensitive, we drafted a communications note for directors and, with Chair/CoSec/IR and external counsel, rehearsed how results and actions would be disclosed under MAR/Reg FD. Two immediate activation steps completed the reset: the first committee cycle ran under the new remits, and the board met on the revised agenda and pack standards—establishing visible progress without “naming and shaming.” To manage strong personalities without calling them out, we agreed facilitation norms—time-boxed rounds, chair-led “first speak/last sum-up,” equal-voice prompts, and a “disagree-and-commit/no-surprises” rule—so debate stayed robust while decisions stuck.
Results
Within the first 6–12 weeks, the board felt the difference in the room. Meetings opened with a tight strategy agenda and a clear ask on page one; committees worked to refreshed remits; papers came in shorter, sharper and option-led. Decision cycle time fell by roughly a third, board-pack clarity moved materially (directors reported “we can decide on the first read”), and gate discipline held across the first cycle. Disclosure anxiety eased after a dry-run with Company Secretary and external counsel—leak-to-disclosure rehearsed to a 24–48h window—without naming or shaming any individual.
Over the following two quarters, the temperature dropped and trust recovered. Debate became more purposeful (challenge before consensus), actions from evaluations were implemented rather than parked, and the annual review scored measurably higher on effectiveness, materials and chairing. NomCo adopted a linked succession calendar (skills matrix, refresh criteria, exposure plans), giving directors a shared view of near- and mid-term bench strength.
At the 12–18-month mark, the board owned the cadence: the self-evaluation closed with specific operating changes, the external review was scheduled on a three-year rhythm, and evaluation findings flowed directly into agenda design, committee workplans and succession. Investor conversations normalised; the narrative shifted from “evaluation failure” to governance discipline under public view.
Why it Worked
Because we changed how the board worked, not just what it discussed. We put evidence before opinion (forensic review + 1:1s), framed options over updates, and paired design with activation in the same quarter so directors felt progress in the next meeting, not the next year. We codified simple, durable rules—agenda architecture, decision rights, committee remits, pack standards—so good practice became muscle memory, not a slide. We operated with public-view discipline (Reg FD/MAR rehearsal, clean-team MNPI controls) and no-blame language, which rebuilt trust while keeping pace. Crucially, we linked evaluation to things that matter—the strategic agenda and NomCo’s succession calendar—so findings flowed into concrete workplans. With Chair and NomCo sponsorship and a two-speed programme (annual self-evaluation, external every three years), ownership sat with the board, momentum was visible in 6–12 weeks, and the cadence held.
