Board Evaluations & Ethics

Introducing Sharon and Penny who both have a keen interest in the relationship between board governance and business ethics.

Board Evaluations

Sharon Constançon: CDir MBA FCIS FCIBM FIoD MCSI

*Awards: Business Woman of the Year (2013)
*Voted a finalist for the Dr. Neville Bain Memorial Award for excellence in governance (2015)
*Served on the CDir Advisory Panel
*Committee member of the Bucks, Berks and Oxfordshire group of CDir’s
*Joined the interview panel for CDir (2011)
*Board Member of Board of Examiners Committee An interviewer supporting the standards of Chartered Director
*Lectured (Part-time) in Service Industry Management and Small Business Management to MBA groups.
*Wide range of board exposure
*Real commercial experience
*Financial business experience
*Diverse industry experience
*Clarity on issues

Positions held: Chief Foreign Exchange Dealer, Managing Director, Group Finance Director & Company Secretary, Non-Executive Director, CEO, Chief Executive, Board Evaluator, Forex Treasury Adviser and Chairman.

Providing the most flexible route to a meaningful Board Evaluation because we know that small changes in the board room allow for big changes in its effectiveness.

Through an evaluation of the Board & its Committees, as an independent third party we can easily share improvement ideas.

In offer are tailored Board evaluations, training, mentoring, coaching, Board development, Board governance and Board continuous professional development.

Understanding the impact of tone, culture, EQ, IQ, relationships and diversities to deliver a Board that makes a difference. Focusing on the real factors that impact effectiveness - leadership, risk management, holding management to account, open debate and understanding the board's impact on, and value to the organisation.

Catering more exclusively to the needs of listed companies who want their Board Evaluations to provide a genuinely refreshing view and deliver real change. Focusing on your Board and its fitness for the future, considering leadership, communication, challenge, debate, decision making, transparency, risk assessment and succession planning.

The evaluation will be tailored and flexed to work within your budget and will deliver practical feedback and realistic recommendations that make a real difference to your Board's future effectiveness.

Evaluations have been completed on a wide range of company types, sizes and industries with particular focus on the more demanding arenas of FTSE, family businesses and NHS, yet we can scale any project down or up to support SME and listed entities with the same focused gains. We provide advanced skills in working with regulated organisations, particularly financial services firms regulated by the PRA and FCA.

Other sectors include housing, social worker management, membership organisations, charities, two-tier corporate structures, family businesses and international groups.

We’re quickly able to share simple changes that will make big differences.

We work with executives to support optimum Board behaviour, challenge, leadership and decision making.

Our skill is to address the “very difficult” issues in a subtle, constructive manner bringing these subjects comfortably to the boardroom table enabling and empowering all directors to be involved in progressive discussion and moving the Board forward.

We focus on risk information, risk evaluation, risk debate and risk decision making. These risks being business, external, media and those that cannot be controlled.

We facilitate internal and external Board Evaluations that are rigorous, transparent and completely fit for purpose. Reports provide detailed interpretation of results, qualitative feedback and recommendations which support the development of action plans and where appropriate, we facilitate implementation of change.

We understand the impact Regulators have on a firm and the Board’s correct functioning is critical to its effectiveness in leading the organisation to achieve its strategic goals.

A top athlete has a coach to help attain gold; Boards equally gain from a refreshed, external review focused on evaluating the team for their role in the future.

Sharon is a course leader for NEDonBoard’s How to Become an Effective Non-Executive Director 1 day course.

An evaluation of the Board as it is now, has limited value other than a benchmark against peers.  A Board should be assessed for its future role in line with strategy, market conditions and its ability to be the best Board it possibly can be.

Good governance is embodied by competent people operating effectively within a clear mandate and appropriate culture. Therefore, in line with codes, guidance and best practice we remove the small, almost invisible barriers, to effective team leadership.

We know that the impact of culture and behaviour can scupper any well laid strategic objective.  Boards sometimes fail to lead effectively, not because they are doing anything wrong, but more often because the people factor means they are not gaining full value from the team working as an effective unit to lead. 

The “tone from the top” is defined by the Chairman, which embodies culture, ethics, vision and values. We have found that the value gained by the Chairman is worth more than any training available. Empowered with real, practical and implementable guidelines, the often lonely positioned Chairman can bring value and credibility to deliver change.

We provide a good dose of business common sense in this working environment to get maximum cohesion, growth, development and communication that underpins any top-performing and effective Board.

We believe in the value of structure, information and interaction to support both evaluative and quantitative analysis to understand the role of people within their functions.

The need for an effective board is important in all industries and sizes of organisations.

Good governance is the only way to implement objectives to reach planned outcomes, growth and profitability.

We also provide corporate governance training for directors, company secretaries and management who are keen to learn more about the fundamentals of good governance and board effectiveness.

Key course outcomes include:

  • What makes an effective board?
  • How to deal with dysfunctional relationships
  • Balancing delegation and accountability
  • How to maintain an independent viewpoint as an Executive Director
  • How to recognise unethical practices
  • The board’s role in strategy and its implementation and monitoring
  • Maintaining management oversight without micro-managing

The steps of the course ensure your own direct needs are addressed and you have a clear “take to work” action plan.  The case study session gives you an opportunity to be within a team and within a role of the case and through these learnings help internalise issues and learn from the experiences of other directors. This training provides a session where you get the opportunity to get independent advice on any board issues that you may be facing and hear the answers to other delegates’ questions.

Delegate Feedback:

 ‘Well done on delivering the subject matter in such a polished and highly professional manner. I learned much from both your explanation of why and how executive boards should conduct their evaluation/development and I was particularly struck by the important role of Non-Exec Directors (NEDs) and their legal liability in the context of crisis management.’

Explanation Of Our Board Evaluation Services

Each service is built upon the one(s) above it, thus encompassing those features automatically. 

For example, should you require Package D, then services A, B & C are included.

We provide various styles of Director and Chairman appraisals. Either self-appraisal, appraisal of the Chairman by all or some of the Board and Company Secretary, or a 360˚ style process where all directors review each of the other directors and themselves.Lorem ipsum dolor sit amet, consectetur adipiscing elit. Ut elit tellus, luctus nec ullamcorper mattis, pulvinar dapibus leo.

We provide access to the OUR standard evaluative “interview” style questionnaire. We run the standard reports and high-level analysis is given with recommendations.

We load the client’s internally created board evaluation questionnaire onto our platform. We run the standard reports and high-level analysis is given with recommendations.

We carry out research that is in the public domain and build on discussions that have been had and possibly complement knowledge with a phone call to key individuals. We build an evaluative style questionnaire that is less detailed than those below. The report contains an Executive Summary, recommendations, a detailed qualitative report reflecting feedback on both stages and quantitative reports from both stages but is less detailed than those below.

This choice can be classified as external, but it is not as rigorous as F below. We perform prior research and build a tailored “interview” style questionnaire and analyse the results. The analysis is performed to a lesser depth than F below. The value and issues will be clear but the exercise is less robust – but more than adequate for most companies or for an internal style year. The report contains an Executive Summary, recommendations, a detailed qualitative report reflecting feedback on both stages and quantitative reports from both stages.

A full external Board Evaluation which begins with in-depth prior research followed by the building an in-depth questionnaire that is comprehensive enough to “replace” interviews. The results are analysed in great depth and from this feedback the report is written. The report contains an Executive Summary, recommendations, a detailed qualitative report reflecting feedback on both stages and quantitative reports from both stages. A comprehensive service at a very good value that does not include the “intrusion” of interviews if these are not “wanted”.

A Board Evaluation with two primary elements. A bespoke questionnaire styled in the format of a discussion rather than a checklist. The process starts with in-depth research about the company and the industry and this supports the build of the online director questionnaire. The results of the questionnaire support the content of the interview guideline used by the interviewer. The exercise covers a group that includes the Board, the Board Committees, the Executive Committee and the Company Secretary. The report contains an Executive Summary, recommendations, a detailed qualitative report reflecting feedback on both stages and quantitative reports from both stages.


Publications & Whitepapers:

  • So who needs a Board?
  • Helping Organisations Capitalise on their Strengths
  • A Better View of your Board
  • Effective Boards understand the value of quality Board Evaluations
  • The value of a Board that is well-governed
  • The case for a Board Evaluation
  • Crucial Role of the board in Managing Risk

Key Board Relationships

Schedule your call with Sharon.


Penny Milner-Smyth: Workplace Ethics, Organisation Behaviour and Human Resource Management Specialist

*MA Research Psychology
*Master HR Practitioner
*Member, The Ethics Institute, South Africa (2005 – Present)
*Member, Business Ethics Network Africa (2010 – Present)
*Trustee and Board Member, Ethics Institute of Zimbabwe (2018 – Present)
*Lecturer in Organisational Behaviour to MBA and Advanced HR Management Programmes
*Lecturer in Neuropsychology and Cognitive Psychology
*Workplace Ethics
*Organisation Behaviour
*Human Resource Management

Decades-long specialisation in the creation of ethical workplace environments. Over 25 years as a senior in-house human resources leader.
Academic background in neuropsychology resulting in evidence-based inputs and outputs proven through past application.

Positions held: Human Resources Development Manager, Human Resources Executive and Director.

Academic background in neuropsychology resulting in evidence-based inputs and outputs proven through past application.

See Penny’s full presentation on ethics and anti-corruption in remuneration, ‘New Peril in the Practice of Pay’.

A regular speaker and writer on topics at the intersection of employee engagement and workplace ethics.

E.g., “Why Good People do Bad Things (and what HR can do about it)” – to Durban Chamber of Commerce and Industry HR Forum; “Employee Engagement: Critical Success Factors” – to Knowledge Resources Annual HR Business Partner Conference, Durban; Organisational Ethics Expert Panel Member – Society for Industrial and Organisational Psychology of South Africa (SIOPSA) “Doctors on the Dark Side” Ethics Session, Umhlanga; “Sticky Tape and Scar Tissue – Creating Ethical Work Environments” to South African Organisation Development Network (SAOCN), Durban;

“HR Excellence in KZN” – SABPP KZN Provincial Summit, 19 April 2012

“Promoting Ethical Behaviour at Work – an Organisation Development Approach” to African Society of Training and Development (ASTD) Annual Congress, Drakensberg, Thursday 15 March 2012

“Good People Behaving Badly – The Origins of Unethical Behaviour at Work” to Institute of Internal Auditors (IIA) KZN 18th Annual Workshop, Drakensberg, 5 October 2011

“Enhancing the Strategic Impact of the South African HR Function” – SABPP HR Realities for 2010 and Beyond Conference, Durban and Cape Town

“Ethics at Work in Africa” to 7th Annual HR Africa Summit, Johannesburg

“Enabling Empowerment – A Holistic Transformation Strategy” to Institute of International Research (IIR) Profitable Employment Equity Conference, Johannesburg;
“The Challenges of Transformation in the South African Workplace” to Kloof Rotary Club

“Initiating and Implementing Organisational Development and Change in the South African Context” for Natal Teachers’ Society Principals’ Association.

Principal author of the Specialist Certificate in Anti-Corruption offered by International Compliance Training and accredited by the International Compliance Association.

Content writer specialising in ethics and compliance.

Advisory and facilitation

Management consulting focused on building high-engagement, values-based, ethical workplace cultures. We increase awareness, analyse current states, provide insights, and facilitate initiatives that strengthen ethical alignment.

We help build high-engagement, values-based,
ethical workplace cultures.

We equip leaders with an enhanced appreciation of the importance of conscious ethics management practices, strengthening the foundations of your organisation’s reputation and sustainability.

Working as partners of in-house HR practitioners, compliance specialists, and executive teams, we support and supplement their strategies, lending specialist insights and third-party credibility to their objectives. This support is provided in an up-front (guru) or backroom (ghost) form.

Workshops and keynotes

Training programmes, keynote presentations, and masterclasses offer practical insights and achieve shared commitment to your workplaces ethics and engagement programmes. Consistently highly-rated by diverse audiences, including those that arrive warily and leave awakened to the potential of their individual impact. 

Learning resources

We develop generic and tailored content products that supplement your in-house communication and learning programmes. Bring your ethical values, codes, best practices and policies to life with our expert content relevant for your website, intranet, learning management system and newsletters, from grassroots to governing bodies.

Want to breathe life into your whistle-blowing programme, encourage use, and deter retaliation? Need to caution against the acceptance of gifts and hospitality unless in keeping with your policy? Want to warn recruiting managers of the dangers of perceived nepotism? Need to explain the key concepts in anti-bribery legislation from entry-level to executive? You can pick and mix from our exhaustive list of ethics-related topics. Interested in text or video-content to promote your ethics initiatives? 

Start a discussion with us by registering your interest below.

We specialise in making complex concepts accessible to all. For example, our microlearning, video-based series on Conflicts of Interest is positioned for audiences from grass-roots to governing bodies. We believe that the ability to recognise conflicts of interest is an essential life-skill – it empowers us all to read and recognise motives rather than be misled and enables us to hold others accountable for the integrity of their actions.

Our approach combines the latest learning approaches (such as microlearning) with the latest thinking in behaviour-shaping messaging (such as the importance of nudging) in our text, podcast, webinar and video-based content. Our Anti-Bribery and Anti-Corruption Compliance series starts with key concept building-blocks that engage audiences from the outset, promoting their appreciation of the importance of ethical workplace activity for the quality of life available in our communities and for the sustainability of their own livelihoods.

We offer advisory and training services to organisations seeking to promote a culture of workplace integrity.

Our specialist support comes in a variety of forms, all of which help you to build a high-engagement, values-based, ethical environment in which all who work become their best selves.

You can schedule bookings for keynotes, training, policy development, and related services in the fields of ethics and values at work, including international anti-bribery and anti-corruption.

Penny is one of the most organized people I've ever had the privilege of dealing with. Her insight into human nature is phenomenal and she succeeds in getting people to leave their comfort zones willingly.
Kobus Van Wyk
CEO at ADESSA September 12, 2016, Penny was a client of Kobus’
Working with Penny as a client was extremely educational, developmental and motivating. Penny not only brings out the best in a person but also stretches you to be the best you can be!
Averile Ryder
Faculty Member at WorldatWork August 27, 2010, Penny was a client of Averile’s
Although Penny works in a highly regulated industry, she has managed to be a thought leader in the world of organisation and people development. She blends her depth of knowledge and experience with a remarkably creative edge based on current research. When you spend time with Penny, you grow!
Anne Heslop
Owner Anne Heslop and Associates, Director at Thoughtsmiths (Pty) Ltd May 25, 2015, Anne worked with Penny but at different companies
Penny has been actively and passionately involved in driving ethics and values at SA Sugar and through organisations at large. Penny has made a significant contribution in the area of ethics and values getting companies and people to understand why good people do bad things and to unpack this. Where there are issues in an organisation around ethics and values it can have a profoundly negative impact on the organisation on many levels and Penny really gets to the heart of this as well as looking at it from a macro level. Penny's knowledge and enthusiasm is inspiring and she is a true subject matter expert
Sharon Joubert
Human Resources Leader at greenOFFICE May 6, 2016, Sharon reported directly to Penny

Publications & Whitepapers:

  • How an ethics hotline reduced my sleepless nights
  • Creating a speak-up culture and managing your ethics hotline
  • The concept of state capture in anti-corruption studies
  • And the Oscar goes to…ethics in judging performance failure

Keynote Presentation: The Turn of the Tide

Schedule your call with Penny.