A good external board review tender does two things: it tells reviewers precisely what you want examined, and it gives you a fair basis for comparing three proposals that will otherwise look identical. Below are the scope of work, the scoring grid and the appointment questions, ready to copy.
What should an external board review tender include?
A tender for an externally facilitated board performance review should set out the objectives, the scope by lens, the methods you expect, the deliverables and timeline, confidentiality and data handling, the independence and conflicts disclosure you require, the fee structure, and the criteria on which proposals will be scored. Everything else is detail.
That list is not arbitrary. Six of those nine sections map onto commitments the Chartered Governance Institute asks reviewers to make, or principles it asks companies to follow. Write them into the tender and you are not negotiating them after appointment, when your leverage has gone.
Who this applies to
The chair, the nomination committee and the company secretary of any organisation buying an externally facilitated board review: a FTSE 350 company in a mandated year, a charity or housing association wanting an outside voice, or an NHS provider trust preparing for a well-led assessment. If this year's round is not yet settled as internal or external, our comparison of internal and external board effectiveness reviews covers that decision first.
What the board needs to decide before the tender goes out
- Who owns the appointment. The Institute's principles say it should not be delegated to a single board member or employee, and should normally sit with the nomination committee.
- What the review is for. A full review of board performance, or a targeted review of a known issue such as committee workload. Reviewers price and design against this, so a vague answer buys a generic proposal.
- How far access extends. Board papers, committee meetings, the executive team, the auditors, investors, regulators. Access drives what a review finds, and what it costs.
- What the annual report will say. Provision 23 asks for a description of how the review was conducted and the extent of the reviewer's contact with directors. Design the review so that description is worth reading.
- What you will pay for. Fees, expenses, and follow-up work at twelve months.
- Who is disqualified. Any reviewer with a commercial or personal relationship with the company or a director that would need explaining away in the annual report.
What the Code and the Institute's guidance actually require
Three documents govern this. Provision 21 of the UK Corporate Governance Code 2024 asks for a formal and rigorous annual review of the performance of the board, its committees, the chair and individual directors; says the chair should commission a regular externally facilitated board performance review, at least every three years in FTSE 350 companies; and requires the external reviewer to be identified in the annual report with a statement about any other connection it has with the company or individual directors. Provision 22 puts the obligation to act on the chair and on each director. Provision 23 requires the annual report to describe how the review was conducted, the nature and extent of the reviewer's contact with the board and individual directors, the outcomes and actions taken, and how it will influence future board composition. These provisions apply for financial years beginning on or after 1 January 2025. (Code text checked on 4 September 2026.)
Alongside the Code sit two Chartered Governance Institute documents, both second editions published in September 2023. The Code of Practice for board reviewers is what reviewers sign up to, on an apply and explain basis, across four principles: competence and capacity, independence and integrity, client engagements, and client disclosure. Reviewers applying it commit to publishing their experience and typical method, disclosing other services and how conflicts are managed, agreeing terms in writing before the review starts, keeping engagement information confidential, and declining an appointment where they cannot agree a scope that produces a fair and balanced assessment. A reviewer should not normally stay with one client beyond six years.
The Principles of Good Practice for listed companies using external board reviewers is the half aimed at you: nine principles across selection, scope and process, and disclosure.
| Stage | What the principles ask of the company |
|---|---|
| Selection (1 to 3) | Do not delegate the appointment to one board member or employee; avoid conflicting relationships, and disclose and explain any potential conflict in the annual report; do not normally keep the same reviewer beyond six years or two full reviews |
| Scope and process (4 to 7) | Agree terms before the review commences and do not amend them unilaterally; give direct access to the board, to directors individually, and to papers, committees, management and other stakeholders where the reviewer considers it necessary; let the reviewer present findings to the full board; name an independent director the reviewer can call in confidence |
| Disclosure (8 and 9) | State in the annual report whether you followed the principles and whether the reviewer is accredited or applies the Code of Practice; let the reviewer comment on your description of the process before publication |
(Both documents checked on 4 September 2026.)
The scope of work template
Copy the blocks below into your tender document. Square brackets are fields to complete; the rest is model wording that works as it stands. Issue it to no more than four reviewers, with one named contact and one deadline.
1. Background and objectives
[Organisation] is commissioning an externally facilitated review of the performance of its board, committees, chair and individual directors, covering [date] to [date]. The last external review was in [year], by [reviewer]; internal reviews were run in [years].
The objectives of this review are to:
- Assess the board as a decision-making body: quality of debate, use of board time, and its handling of [named strategic decision or risk].
- Assess each committee against its terms of reference.
- Assess the contribution of the chair and of each individual director.
- Identify prioritised, owned actions to take before the next review.
- Provide the material [Organisation] requires for its Provision 23 disclosure.
2. Scope by lens
| Lens | In scope | Out of scope |
|---|---|---|
| Board as a body | Composition, agenda and time allocation, quality of challenge, decision quality, information flow, behaviour in the room | Executive performance below board level |
| Committees | Audit, remuneration, nomination and [risk]: terms of reference, membership, workload, reporting | Individual employee performance |
| Chair | Meeting leadership, relationships with the chief executive and senior independent director | Chair remuneration |
| Individual directors | Preparation, contribution, independence, time commitment, development needs | Appraisal outcomes and pay |
| Follow-through | Progress against the [year] review actions | Matters resolved before [date] |
3. Method
State what you expect; let reviewers propose more.
- Documentation: board and committee papers and minutes for [12 / 24] months, terms of reference, matters reserved, board calendar, previous review reports and action logs.
- A confidential questionnaire to all directors and regular attendees, designed by the reviewer. Our board effectiveness review questionnaire template shows the shape we expect.
- One-to-one interviews of at least [45] minutes with every director, the company secretary and [named executives].
- Observation of at least [one] board meeting and [one] committee meeting.
- Interviews with [the external audit partner / up to three investors / the regulator's relationship manager], subject to consent.
- A statement of which of these sit inside the quoted fee.
4. Deliverables and timeline
| Deliverable | Format | Date |
|---|---|---|
| Confirmed method and interview schedule | Note to the company secretary | [Week 1] |
| Questionnaire issued and closed | Reviewer's platform or ours | [Weeks 2 to 4] |
| Interviews and observation complete | n/a | [Weeks 3 to 8] |
| Draft findings to the chair | Written report | [Week 10] |
| Presentation of findings to the full board | Board meeting, papers circulated in advance | [Week 12] |
| Final report and prioritised action plan | Written report with named owners and dates | [Week 13] |
| Follow-up progress discussion | Meeting with the chair | [Month 12] |
Give the reviewer the chance to present findings to the full board, not only to the chair. That is Principle 6, and the point at which a review stops being a document and becomes a decision.
5. Confidentiality and data handling
The reviewer will treat all information received during the engagement as confidential, subject only to the discovery of unlawful practices, information demanded by a regulator or a court, or circumstances in which the reviewer considers it appropriate to raise concerns with a relevant authority.
Individual responses and interview notes will not be attributed in the report or shared with [Organisation]. Where the report refers to a view held by one or two directors, it will do so in terms that do not identify them.
The reviewer will state in its proposal where personal data will be stored, whether any sub-processor or artificial intelligence service transcribes or analyses responses, the retention period for raw notes, and the deletion process at the end of the engagement. The reviewer will act as [controller / processor] and will sign [Organisation]'s data processing agreement.
The parties will agree how sensitive information that should not appear in the main report reaches the chair, and how the reviewer's insider status and legal privilege are managed under [Organisation]'s share dealing and information policies.
6. Independence and conflicts disclosure
Ask for this as a signed statement in the proposal, not a conversation later.
The reviewer will disclose:
- Every other service it provides, and whether it has provided any service to [Organisation] or to any director in the last six years.
- Any commercial, personal or family relationship between the review team and any director, executive or major shareholder.
- Any recent engagement with a competitor of [Organisation] that could give rise to a perceived conflict.
- Its policy on the maximum length of a client relationship, and its conflict management procedures.
- Whether it applies the Chartered Governance Institute's Code of Practice for board reviewers, holds Institute accreditation, or neither, and where its statement is published.
[Organisation] will identify the appointed reviewer in its annual report and state any other connection it has with the company or individual directors, as Provision 21 requires.
7. Fees
| Element | Basis | Include in proposal |
|---|---|---|
| Core review | Fixed fee | Yes |
| Interviews or meeting observation beyond the specified number | Per unit | Yes |
| Stakeholder interviews (investors, regulator, auditors) | Per interview or optional block | Yes |
| Twelve-month follow-up | Fixed fee | Yes |
| Expenses | Capped at [X]% of the core fee, at cost | Yes |
| Payment schedule | [30]% on appointment, [40]% on draft, [30]% on final | Confirm |
A fixed core fee with priced options is easier to compare than a day rate.
8. How proposals will be evaluated
State the weightings in the tender: reviewers write better proposals when they know what you are marking.
How to score the proposals
Score each proposal out of 5 against every criterion, multiply by the weight and total. Two people should score independently, and the nomination committee should see both sets.
| Criterion | Weight | What a 5 looks like |
|---|---|---|
| Relevant experience | 20% | Named comparable engagements, with references |
| Independence and conflicts | 20% | No connections, or full disclosure with specific mitigation and a published policy |
| Method fit | 20% | Interviews, observation and documentary review, tailored to our objectives |
| The named review team | 15% | Named lead present at every interview, with stated capacity |
| Reporting and follow-through | 10% | Report, board presentation, prioritised action plan, twelve-month follow-up |
| Confidentiality and data handling | 10% | Named storage, retention, sub-processors and deletion; agrees our terms |
| Fees and transparency | 5% | Fixed fee with every option priced and expenses capped |
Weighting fees at 5% is deliberate: on a shortlist of three credible reviewers, the fee spread is usually smaller than the difference in what they will be allowed to see.
A worked example: how one shortlist was decided
A FTSE 250 industrial group ran its mandated external review in the third year of the cycle. The company secretary issued the scope of work above to four reviewers, with a three-week deadline and a 20% weighting on independence.
Two proposals arrived priced within £4,000 of each other. The first scored highest on experience: eleven comparable engagements, and a method built on a proprietary questionnaire with six interviews. The second offered fewer named engagements but proposed interviews with all thirteen directors and regular attendees, observation of the audit committee as well as the board, and interviews with the audit partner and two institutional shareholders.
The independence disclosures decided it. The first reviewer disclosed that a separate arm of its business had run an executive search for the group's chief financial officer eighteen months earlier, offering a sentence about internal information barriers as mitigation. That connection would have needed explaining under Provision 21. The second disclosed none, published its conflicts policy, and confirmed a six-year maximum client relationship.
The nomination committee appointed the second reviewer, ratified by the full board because a potential conflict had been identified. The review found the audit committee was absorbing risk business the board had never formally delegated to it, unraised because each meeting had seemed manageable. Four standing items moved back to the board. Our board effectiveness review report template sets out how that report and action plan are structured.
Questions to ask before you appoint
Put these to the shortlisted reviewers in person. Several ask them to confirm on the record what the Code of Practice already commits them to.
- Who exactly will conduct the interviews, and will that person be in the room for all of them?
- What have you found in comparable reviews that a board did not already know?
- What would you do if we asked you to remove a finding from the report, or to agree the annual report wording?
- Under what circumstances would you decline or withdraw from this engagement?
- What other services do you provide, and have you sold any of them to us or to any of our directors?
- What is your policy on the length of a client relationship, and how long have you worked with your longest-standing client?
- Where will our interview notes and questionnaire responses be stored, for how long, and does any third party or artificial intelligence service process them?
Question 3 separates proposals. The Institute's guidance records that clients have limited reviewers' access to board members and asked them to alter findings, and says a reviewer should be willing to withdraw where asked to act unethically. A reviewer who has thought about that answer already is a different proposition.
Common mistakes, and the next step
- Tendering on price with an unstated scope. Three reviewers pricing three different reviews produces a comparison of nothing. Specify the interviews, observation and documentary review, then let them price options.
- Letting one person appoint. The Institute's first principle is that the decision should not be delegated to a single board member or employee. It also protects the company secretary, who should not be sole author of a process examining the chair.
- Leaving conflicts until the annual report. Finding a connection at drafting stage, when the reviewer is six weeks into interviews, leaves you explaining rather than choosing. Ask for the disclosure in the proposal.
- Reappointing quietly. Two consecutive full reviews with the same reviewer is the Institute's outer limit before independence needs explaining in the annual report.
If you want the questionnaire, interview evidence and action tracking in one place rather than spread across a reviewer's platform, your email and a spreadsheet, BoardServe's board effectiveness reviews run the internal rounds and hold the evidence trail the external reviewer will ask for in year three. This page is maintained as the annual update to the Code and the Institute's guidance lands.
FAQ
How often does a board need an external review?
Provision 21 of the UK Corporate Governance Code 2024 expects FTSE 350 companies to have an externally facilitated board performance review at least every three years, alongside the formal annual review. Other organisations set their own interval; three years is the common benchmark outside the listed sector too.
Can we use the same external reviewer twice?
Yes. The Chartered Governance Institute's Principles of Good Practice say a company should not normally have a relationship with the same reviewer for more than six years or two full reviews, whichever is shorter. Beyond that, the annual report should explain how independence and objectivity are safeguarded.
What has to appear in the annual report?
The reviewer's identity and any other connection it has with the company or individual directors, under Provision 21. Under Provision 23, how the review was conducted, the nature and extent of the reviewer's contact with the board and individual directors, the outcomes and actions taken, and how it has or will influence future board composition.
Should the chair or the company secretary run the tender?
The company secretary runs the process; the nomination committee decides. The Institute's principles say the appointment should not be delegated to a single board member or employee, and should be ratified by the full board where a potential conflict has been identified.