The hardest part of an individual director review is not the conversation. It is having a form that makes the conversation fair, comparable across a board of ten, and defensible a year later when the chair has to write down why a director should stand again. This NED appraisal template gives you the four documents that do that work: a self-assessment, a chair's interview guide, a peer input form, and an outcome record.
Who this applies to
Chairs, senior independent directors and company secretaries running the individual director element of an annual board review, in a listed company, a private company, a charity, an NHS trust or a housing association. For the process behind the paperwork, including sequencing and difficult feedback, read our guide to running NED appraisals well alongside this. This page is the artefact.
What the board needs to decide before the forms go out
- Who is appraised, and by whom. The usual pattern: the chair appraises each non-executive director, the senior independent director leads the chair's appraisal, and the chair appraises executive directors as board members.
- Whether peer input is collected at all this year. It sharpens the evidence and raises the temperature. Decide once, for everyone.
- Where the completed forms live and who can see them. Self-assessments and peer input are usually confidential to the chair and company secretary; outcome records go to the nomination committee.
- How the output feeds the re-election recommendation. Provision 18 requires specific written reasons for each director. That sentence has to come from somewhere.
- What happens when the answer is "not effective". Agree the escalation route before you find out you need one.
What does a NED appraisal form need to contain?
A complete individual director evaluation form has four parts: a self-assessment scored on a defined scale so answers are comparable year on year, a structured interview guide so every one-to-one covers the same ground, an optional short peer input form, and an outcome record capturing strengths, development actions and a re-election recommendation. Anything less produces opinion rather than evidence.
The Code itself sets the requirement rather than the format. Provision 21 of the UK Corporate Governance Code 2024 requires "a formal and rigorous annual review of the performance of the board, its committees, the chair and individual directors", with the chair commissioning a regular externally facilitated review, at least every three years in FTSE 350 companies. Provision 22 then puts the obligation on the individual: "Each director should engage with the process and take appropriate action when development needs have been identified." Provision 12 gives the senior independent director the chair's appraisal: led by the SID, the non-executive directors meet without the chair present at least annually to appraise the chair's performance. The 2024 Code applies to accounting periods beginning on or after 1 January 2025, with Provision 29 following for financial years beginning on or after 1 January 2026. (Code text checked on 4 September 2026.)
The NED appraisal template
Four documents, in the order you use them. Copy the blocks below into your own file; square brackets are fields to complete.
Part 1: the NED self-assessment form
Twenty statements, scored 1 to 5. The "what a 5 looks like" column is what makes the scores mean anything: without it, a 4 is whatever the director felt like that morning.
Scale: 1 = not evident, 2 = occasional, 3 = consistent but unremarkable, 4 = strong, 5 = exemplary as described. Mark N/A where a statement does not apply to your role this year.
A. Preparation and contribution
| # | Statement | Score | What a 5 looks like |
|---|---|---|---|
| 1 | I read the full board pack, including appendices, before every meeting | Flags material gaps in the papers before the meeting, not in it | |
| 2 | I arrive with specific questions rather than general impressions | Questions written in advance, tied to a page and a number in the pack | |
| 3 | My contributions add something the rest of the board did not already have | Brings evidence or operational experience the executive cannot supply | |
| 4 | I speak proportionately: enough to be useful, not so much that others cannot | Colleagues report that this director creates space for quieter voices | |
| 5 | I follow through on actions assigned to me between meetings | Every action closed on time and reported without being chased |
B. Challenge and independence
| # | Statement | Score | What a 5 looks like |
|---|---|---|---|
| 6 | I challenge the executive on substance, not on presentation | Challenge lands on assumptions, forecasts and risk appetite, and improves the paper | |
| 7 | I am willing to be the only voice in the room holding a position | Has held a minority position on a material matter and made the board test it | |
| 8 | I distinguish between matters for the board and matters for management | Does not manage the executive in the meeting; escalates or delegates deliberately | |
| 9 | I declare interests promptly and withdraw where required | Register current; withdrawal happens without prompting from the chair | |
| 10 | My independence is not compromised by tenure, relationships or other roles | Can name the relationships tested and why none impairs judgement |
C. Knowledge and development
| # | Statement | Score | What a 5 looks like |
|---|---|---|---|
| 11 | I understand the organisation's strategy well enough to test it | Can name the strategy's key dependencies and the evidence that would falsify it | |
| 12 | I understand the principal risks and the controls that manage them | Engages at the level of control effectiveness, not risk titles | |
| 13 | I keep my technical or sector knowledge current | Specific development undertaken this year, with what changed as a result | |
| 14 | I spend time with the organisation beyond board meetings | Site visits or time with the second tier of management, reported back | |
| 15 | I understand the regulatory framework that applies to this organisation | Can explain the obligations that bite on this board and where they are evidenced |
D. Committee, culture and board conduct
| # | Statement | Score | What a 5 looks like |
|---|---|---|---|
| 16 | I contribute at committee to the same standard as at board | Committee work prepared as thoroughly and reported clearly to the full board | |
| 17 | I support the chair in maintaining the board's culture | Repairs a difficult dynamic rather than reporting it afterwards | |
| 18 | I treat executives and staff with respect under pressure | Executive feedback is unanimous on this point | |
| 19 | I use the senior independent director route when it is the right one | Knows when a concern goes to the SID rather than the chair, and has used it | |
| 20 | I am the right person for this board for the next three years | Can say what they will contribute next, tied to the skills the board needs |
Free text (complete all four):
- The most useful contribution I made to this board this year was:
- The thing I would do differently if the year ran again is:
- The development or support I need from the organisation is:
- On the board's effectiveness rather than mine, the one thing I would change is:
Part 2: the chair's one-to-one interview guide
Ten questions, in this order: contribution first, difficulty in the middle, future at the end, so the conversation neither opens nor closes on a negative. Allow 45 to 60 minutes and take your own notes.
- Looking at your own self-assessment, which score would you defend hardest, and why?
- Where did you score yourself lowest, and what would move it?
- Tell me about a decision this year where your contribution changed the outcome.
- Tell me about a decision where, with hindsight, the board did not test something enough. What was your part in that?
- When you have challenged the executive this year, what response did you get, and was it the right one?
- Which parts of the board pack do you find hardest to form a view on?
- How well do you think the board handles disagreement, and what is your role in that?
- What do you know about this organisation that you could only have learned outside the boardroom?
- What do you want to be contributing in two years that you are not contributing now, and what would you need to get there?
- Is there anything you want to raise with me that this conversation has not reached?
For the chair's own appraisal. The senior independent director runs the same conversation, having first collected the other non-executives' views without the chair present, as Provision 12 expects. Replace question 7 with: "How do you know whether directors who say little are disengaged or simply economical?"
Part 3: the peer input form
Keep it short. A long peer form invites essays, and essays invite score-settling. Three questions, sent to every board colleague about every colleague, or to a defined subset.
| Question | Response |
|---|---|
| What does [director's name] do that most helps this board reach good decisions? | [Two or three sentences] |
| What one change would make their contribution more effective? | [Two or three sentences] |
| Is there anything the chair should know that you would not say in a board meeting? | [Optional] |
Ground rules to print on the form:
- Responses go to the chair and company secretary only. Themes are shared with the director; individual responses are not attributed.
- Comment on contribution to board decisions, not on personality.
- If you have nothing substantive to say, say so. A thin honest return beats a padded one.
- For the chair, responses go to the senior independent director instead.
Part 4: the outcome record
One page per director, completed by the chair after the interview, agreed with the director, retained by the company secretary. This is the document a nomination committee or an external reviewer will ask for.
| Field | Entry |
|---|---|
| Director | [Name] |
| Role | [Non-executive director; committee memberships] |
| Appointed | [Date]; current term ends [date]; total tenure at next AGM [x years] |
| Appraisal conducted by | [Name, role] on [date] |
| Evidence used | Self-assessment dated [date]; peer input from [n] colleagues; attendance record; committee chair's input |
| Attendance | [x] of [y] board meetings; [x] of [y] committee meetings |
| Strengths (three, specific) | 1. 2. 3. |
| Development areas (no more than two) | 1. 2. |
| Agreed actions | Action, owner, date, how completion will be evidenced |
| Board-level themes raised by this director | [Fed into the board review; not attributed] |
| Independence assessment | [Independent / not independent, with the specific circumstance and the board's reasoning] |
| Continued effectiveness and commitment | [Confirmed / not confirmed] |
| Re-election recommendation | [Wording below] |
| Director's comments | [Space for the director to record any disagreement] |
| Signed | Chair [name, date]; Director [name, date] |
Re-election recommendation wording
Provision 18 of the 2024 Code states: "All directors should be subject to annual re-election. The board should set out in the papers accompanying the resolutions to elect each director the specific reasons why their contribution is, and continues to be, important to the company's long-term sustainable success." Earlier editions asked the chair to confirm that performance continued to be effective; the 2024 Code asks the board for specific reasons tied to long-term sustainable success. Generic praise no longer discharges it.
Two model forms, adapted with the specifics from the outcome record:
Standard recommendation. The board recommends the re-election of [name], who chairs the audit committee. Following the appraisal completed in [month year], the board is satisfied that her contribution continues to be important to the company's long-term sustainable success. She led the committee's review of the material controls framework ahead of the first Provision 29 declaration, and her insistence on independent testing of the two revenue controls has improved the evidence available to the board. Attendance: [x] of [y] board meetings, [x] of [y] committee meetings.
Recommendation with a development commitment. The board recommends the re-election of [name]. The appraisal completed in [month year] confirmed the value of [his] operational experience in [sector], evidenced by [specific contribution]. It also identified that [his] engagement with technology risk has been lighter than the board now needs. [Name] has agreed a development plan with the chair, to be reviewed at the half-year, and the board is satisfied on that basis that [his] contribution continues to be important to the company's long-term sustainable success.
Where a director should not stand again, no recommendation appears: the outcome is a succession conversation handled through the nomination committee and recorded as a retirement, not dressed up as support the board does not hold.
Worked example: a completed outcome record
Anonymised and lightly altered, from a mid-sized UK group with a nine-person board.
| Field | Entry |
|---|---|
| Director | R.M. |
| Role | Non-executive director; member, audit committee; chair, remuneration committee |
| Appointed | 1 October 2021; current term ends 30 September 2027; tenure at next AGM 5 years |
| Appraisal conducted by | Chair, 14 July 2026 |
| Evidence used | Self-assessment dated 30 June 2026; peer input from six colleagues; attendance record; audit committee chair's input |
| Attendance | 7 of 8 board meetings (one apology, papers reviewed and written comments submitted); 4 of 4 remuneration committee; 5 of 6 audit committee |
| Strengths | 1. Rebuilt the remuneration policy consultation with the two largest shareholders, removing a contested vote at the 2026 AGM. 2. The only director to press for the pension deficit sensitivity analysis that changed the board's view on the acquisition timetable. 3. Reduced the remuneration committee pack from 90 pages to 40 without losing substance. |
| Development areas | 1. Contribution on cyber and technology risk is thinner than the board's current risk profile warrants (self-identified; corroborated by two peer responses). 2. Tends to reach a settled position before the meeting and defend it, rather than testing it in discussion. |
| Agreed actions | (a) Attend the November 2026 briefing on the group's cyber control environment and lead the audit committee's January discussion on it. Owner: R.M. Evidence: minuted discussion. (b) Chair to give live feedback where the pattern in development area 2 appears. Evidence: half-year check-in, 15 January 2027. |
| Board-level themes raised | Board pack length across the whole board; insufficient time on the people agenda. Both fed into the board review without attribution. |
| Independence assessment | Independent. No relationship tested impairs judgement; tenure five years. |
| Continued effectiveness and commitment | Confirmed |
| Re-election recommendation | Wording agreed as drafted, using the development-commitment form above. |
| Director's comments | "I accept both development points. On the second, I would like the feedback to be immediate rather than saved for the next appraisal." |
| Signed | Chair, 14 July 2026; R.M., 21 July 2026 |
Two things make this record work. The strengths are specific enough that someone who was not in the room can see what happened, and the development areas were self-identified before they were corroborated. That is usually the difference between a plan a director owns and one a director tolerates.
How the template changes by sector
| Sector | Framework | What to change in the template |
|---|---|---|
| Listed and large private companies | UK Corporate Governance Code 2024, Provisions 12, 18, 21, 22, 23 | Use as written; Provision 23 also requires the annual report to describe how the review was conducted, its outcomes and actions taken |
| Charities | Charity Governance Code, board effectiveness principle | Replace the re-election section with the trustee re-appointment process in your governing document; add statements on charitable purpose and beneficiary understanding |
| NHS provider trusts | NHS England code of governance for NHS provider trusts, applied from April 2023 | Add the council of governors route for foundation trusts; map section C to the Board Assurance Framework |
| Housing associations | Governance and Financial Viability Standard | Add statements on tenant voice, stock condition data and the adopted governance code |
Charities. The Charity Governance Code treats board effectiveness as one of its principles: the board reviews its performance on a regular cycle and takes steps to improve, with agreed processes for reviewing the board, the chair and individual trustees, and an external evaluation every three years for charities the Code classes as large. Compliance is not a regulatory requirement, so the trustees' annual report explanation is the accountability mechanism. NCVO's guidance on individual trustee performance reviews sets out three levels, self-reflection, a one-to-one review, and a 360 process led by a skilled independent external facilitator, and is explicit that there is no one-size-fits-all approach. A smaller charity running this for the first time should use Parts 1 and 2 only, and add peer input in year two.
NHS non-executives. Section C, provision 4.5 of the NHS England code requires a formal and rigorous annual evaluation of the performance of the board, its committees, the chair and individual directors. The distinctive feature for foundation trusts is the council of governors: governors hold the non-executive directors individually and collectively to account for the board's performance, and lead on agreeing the process for evaluating the chair and non-executive directors, with the senior independent director able to lead the chair's evaluation. In NHS trusts, NHS England leads the chair's appraisal. That changes the outcome record: add a field for what was reported to the council of governors, and replace the re-election wording with a re-appointment recommendation to the governors, who hold the appointment power.
Housing boards. The Regulator of Social Housing's Governance and Financial Viability Standard requires registered providers to adopt an appropriate code of governance, manage their affairs with an appropriate degree of skill, independence, diligence, effectiveness, prudence and foresight, and assess compliance at least once a year, with the board certifying compliance in the annual accounts. Individual appraisal is where "skill" and "independence" become evidenced rather than asserted, so keep section B intact and add a statement on the director's understanding of tenant and resident perspectives.
Common mistakes
- Scoring without a "what a 5 looks like" column. Undefined scales produce a board where everyone marks themselves 4 and nothing is comparable to last year.
- Collecting peer input with no plan for it. If you cannot say in advance how themes will be fed back and what happens to an outlier response, do not collect it this year.
- An outcome record with no evidence field. "Strong contributor", without naming what the director did, is worthless to a nomination committee or an external reviewer.
- Leaving the re-election wording to whoever drafts the AGM papers. Provision 18 wording comes from the outcome record months earlier, not from the week before the notice goes out.
- Development actions with no evidence of completion. "Attend a briefing" is not an action; "lead the January committee discussion on it" is.
- Running the individual appraisals too far from the board review. Individual conversations surface board-level problems; sequence them so those themes reach the board effectiveness review while it is still open.
Next step
To have the self-assessment scored, peer input collected anonymously, themes aggregated and outcome records held as an evidence trail rather than a folder of documents, see BoardServe's board effectiveness reviews. The forms above work in a word processor for a first cycle; the case for a platform arrives at the second, when you want this year's scores beside last year's for every director.
Two related artefacts complete the set: the board effectiveness review questionnaire template for the collective review these conversations feed, and the board skills matrix template, which gives the appraisal a factual spine by naming the capabilities the board needs.
This page is maintained as guidance changes; the annual update re-checks each cited provision against the current published version.
FAQ
How long should a NED appraisal take?
Budget two hours per director: 30 minutes for the self-assessment, 45 to 60 minutes for the one-to-one, and 20 minutes for the chair to write the outcome record. For eight non-executives that is about two working days of the chair's time, spread over a month.
Who appraises the chair?
The senior independent director. Provision 12 of the 2024 Code says that, led by the senior independent director, the non-executive directors should meet without the chair present at least annually to appraise the chair's performance. In NHS trusts, NHS England leads the chair's appraisal; in foundation trusts the council of governors agrees the process.
Is peer feedback necessary in a NED appraisal?
No. It strengthens the evidence and raises the stakes. Use it where the board is settled enough to handle themes constructively and the chair has time to feed back properly. A first-year process, or a board recovering from a difficult period, is better served by self-assessment and a well-run one-to-one.
What happens if a director scores themselves much higher than their peers do?
Treat the gap as the subject of the conversation, not a verdict. Ask the director to talk through the decisions behind their highest score, then share the peer themes without attribution. A gap that persists across two cycles on the same dimension is a succession conversation rather than a development one.
Do private and unlisted boards need to do this?
The UK Corporate Governance Code applies to companies with a UK premium listing, on a comply-or-explain basis, so an unlisted board is not bound by Provision 21. The logic still holds, and investors, lenders and prospective directors ask what the evaluation process is. Most unlisted boards run the same template on a lighter cycle.
Should the completed forms be disclosed?
No. Self-assessments, peer input and outcome records are confidential to the chair, the company secretary and the individual. What is disclosed is the process and its outcomes at board level: Provision 23 requires the annual report to describe how the board performance review was conducted, its outcomes, the actions taken and how it will influence board composition.