http://boardroompro.net/managing-conflict-of-interest-at-board-level-4-things-to-know
Few governance issues are more challenging than measuring board performance. The symbiotic connection between firm management, board performance and the results of the firm makes assessing board performance more art than science- and rarely clear-cut. For example the board may be governing the company well but shareholders are dissatisfied with the poor return on investment. The board could have acquired governance and management issues and is working to change the situation. It may also have invested in new strategic initiatives and devised a turnaround strategy.
In other instances the board can get too involved in the details of operations and make decisions that should be left to the management. This is especially true when the board is not making use of a suitable process to evaluate its members. Without a formalized evaluation process in place, it’s easy for mild problems to become major issues which can compromise the efficiency of the board.
The board may have created an environment that does not take performance assessment seriously. It could be that the board isn’t equipped to gather performance data or the boardroom skills necessary to carry out its duties of evaluation.
Boards need to not only possess the right skills, but also be open to the findings of the evaluation. The board should determine areas of improvement and collaborate with management to create a plan for action. This could include regular training sessions for the board to improve the knowledge of the board.