Introduction
September is when most GCC boards begin planning their Q4 evaluation cycle. It is also when the decisions get made that determine whether the evaluation will be genuine or procedural. That distinction – between an evaluation that produces decisions and one that produces a report – is the difference that most boards have not yet closed.
PwC’s 2025 Annual Corporate Directors Survey found that 78 percent of directors believe their board’s assessment process does not fully capture overall board performance. Most evaluations examine attendance, committee participation, and compliance with governance codes. They do not examine the quality of deliberation, the dynamics of challenge, or whether individual directors are contributing at the level the organisation requires. What gets measured is what governance codes require to be measured. What drives board performance is usually not on the form.
UAE-listed Public Joint Stock Companies must now conduct annual board evaluations, with an external independent evaluation required at least every three years, under the UAE SCA Governance Code – confirmed in PwC’s May 2026 Middle East governance note. Findings must be disclosed in the company’s annual governance reporting and must inform board composition, training, and succession planning. This regulatory requirement exists because governance codes recognise what most boards have been slow to act on: an internal self-assessment conducted without independent challenge does not produce the findings that make governance better.
What Most GCC Board Evaluations Miss
The five things that drive board performance are almost never on a GCC board evaluation questionnaire.
The quality of deliberation – whether directors challenge management substantively or manage the relationship carefully. The information architecture – whether board packs give directors what they need to exercise real oversight or what management wants them to see. The chair’s governance – whether the chair creates space for independent views or moves efficiently toward consensus. The committee mandate – whether committees are actually governing their areas or reviewing management presentations. And individual director contribution – whether each director is earning their seat with the competency and engagement the current strategic environment requires.
Korn Ferry’s 2026 board evaluation analysis found that 53 percent of companies now use a three-tier evaluation model assessing the full board, committees, and individual directors – up from 47 percent the prior year. External evaluations remain the strongest predictor of transparency and value in board assessments. Yet many GCC boards still conduct internal self-assessments with no independent external element, no individual director feedback, and no mechanism for translating findings into specific decisions with named owners and deadlines.
The result is what PwC identified in its 2025 survey: a majority of directors know the evaluation process is not working, and most boards do nothing differently as a result of the annual review. The evaluation becomes a compliance exercise rather than a governance improvement tool.
Only 21 percent of senior legal leaders are very confident their board receives the right mix of information on risk, according to Diligent Institute’s GC Risk Index 2026. This is not a coincidence. Boards that conduct evaluations that do not examine information quality will not identify this gap. They will continue receiving the information management is comfortable providing.
What an Effective GCC Board Evaluation Looks Like
An effective board evaluation in the GCC context has four characteristics that distinguish it from a compliance-grade assessment.
It is independent. An evaluation conducted by an external facilitator with no relationship to management produces findings that an internal process consistently misses. The evaluator can hold private conversations with individual directors, observe board dynamics directly, and produce recommendations that the culture of the room would prevent from surfacing internally. UAE regulation now mandates external evaluation at least every three years. The boards that wait for the regulation to require it rather than doing it because it produces better governance are behind the standard the regulatory environment has already set.
It examines dynamics, not just structures. Board composition, committee mandates, and attendance records are structural data. They tell you whether the board is legally constituted. They do not tell you whether it is functioning. An evaluation that goes beyond structure to examine how the board actually operates – whether challenge is welcomed, whether minority views are heard, whether agenda design reflects the board’s strategic priorities or management’s reporting convenience – is the evaluation that produces useful findings.
It produces decisions, not observations. The evaluation output must include specific actions with named owners and defined timelines. A report of findings that is noted at a board meeting and filed is not an evaluation. It is documentation. The boards that use evaluations to change things are the ones that treat the output as an action plan, not a report.
It feeds composition. A board evaluation that does not result in any director departures, any changes to committee composition, or any new appointments over a three-year period has not identified any gaps. Either the board is perfectly constituted, or the evaluation is not finding what is there. PwC’s data suggests the latter: 55 percent of directors say at least one board colleague should be replaced, but most boards maintain underperforming members because the evaluation process does not create the accountability mechanism to act on that assessment.
MEIoD’s Board Evaluations are designed to be the kind that actually changes things – independent, structured to examine dynamics and contribution alongside compliance, and produced in a format that feeds directly into composition and agenda decisions. The Board Evaluations That Actually Improve Performance webinar (past session) covered the framework in detail.
Strengthen Your Board with MEIoD
- Board Evaluations – MEIoD’s independent board evaluation service, designed to examine composition, dynamics, information quality, and individual director contribution – benchmarked against GCC regulatory requirements and international standards
- CG Assessment – for boards that want a broader governance diagnostic alongside the evaluation, identifying systemic gaps across the full governance architecture
- Corporate Directors Program – for directors who identify competency gaps through the evaluation process, structured development covering the governance, strategic, and regulatory competencies the current environment demands. September cohort: 13 September
- Board Composition for 2030 webinar – December 9, 2026, covering how to build the board composition that future strategic demands require
The evaluation that changes nothing changes nothing. Contact MEIoD to commission an evaluation that does.
FAQ
What are the board evaluation requirements for GCC listed companies?
UAE-listed Public Joint Stock Companies must conduct annual board evaluations under the UAE SCA Governance Code, with an external independent evaluation at least every three years. Findings must be disclosed in annual governance reporting and must inform board composition, training, and succession planning. Saudi Arabia’s CMA Corporate Governance Regulations also require listed companies to conduct board and committee performance reviews. Bahrain’s Corporate Governance Code (amended 2022) includes evaluation as a recurring accountability requirement.
Why do most GCC board evaluations fail to drive change?
PwC’s 2025 Annual Corporate Directors Survey found 78% of directors say their board’s assessment process does not fully capture overall board performance. Most GCC evaluations examine structural compliance rather than deliberation quality, information adequacy, or individual director contribution. They produce reports rather than decisions. Without named owners, specific actions, and defined timelines, the findings from most evaluations are noted and filed rather than acted on.
What is the difference between an internal and external board evaluation?
An internal self-assessment relies on directors evaluating themselves and each other through questionnaires, which the culture of the room consistently makes incomplete. An external evaluation involves an independent facilitator with no relationship to management who conducts private director interviews, observes board dynamics, benchmarks findings against external standards, and produces recommendations the internal process cannot generate. Korn Ferry’s 2026 analysis found that external evaluation is the strongest predictor of transparency and value in board assessments, with 38% of US boards now using external evaluators, up from 35%.
How should a GCC board use evaluation findings to improve composition?
Evaluation findings should feed directly into the nomination committee’s work plan. This means the NRC reviews the evaluation output against the board’s current skills matrix, identifies the specific competency gaps the findings reveal, and uses those gaps to define the profile for the next director appointment. A board evaluation that does not influence the next nomination cycle has not closed the loop that makes evaluation worthwhile.
How often should GCC boards conduct external independent board evaluations?
UAE SCA regulations require external evaluation at least every three years for listed companies. Best practice – and the direction the GCC’s governance regulatory environment is moving – is annual independent evaluation or at minimum annual internal evaluation with an external review every two to three years. Boards that wait for regulation to require external evaluation are behind the governance standard the current environment has already set.
