http://www.boardroompro.net/managing-conflict-of-interest-at-board-level-4-things-to-know/
Few governance issues are more difficult than assessing board performance. The evaluation of board performance is more an art than science, as there is a synergistic link between the management, company and board outcomes. It’s not always simple to define. For example, a board could be governing the company well but shareholders are dissatisfied with an unsatisfactory return on investment. The board could have inherited corporate, management or governance problems and be working hard to turn things around. It could have also invested in new strategic projects and created a turnaround plan.
In other cases the board may be too involved with operations and making decisions which should be left to the management team. These issues are exacerbated when the board fails to utilize a proper method of evaluating its members. It is easy for small issues to turn into major issues, which could affect the effectiveness of an organization’s board.
The board may have created an environment that doesn’t consider performance assessment as a serious matter. It could be because the board isn’t equipped to gather performance data or the boardroom skills necessary to carry out its duties of evaluation.
Boards should not only have the appropriate skills, but also open to the results of the evaluation. The board should determine areas that need improvement, and work with the management team to create a plan of action. This could include arranging regular board training on relevant subjects to increase knowledge levels across the board. It could also be a way to address information inconsistencies.