A matrix built from the last strategy will fill every gap it can see and none of the ones that matter.
Why it matters when the plan changes
The matrix determines what the nomination committee looks for, so it quietly governs board composition for years. Governance codes treat composition, succession and evaluation as a single continuing responsibility of the board, which assumes the matrix is revisited as often as the strategy changes. In practice it is assembled once and reviewed lightly, so it tends to encode the capabilities that mattered when it was written and to keep directing recruitment toward them long after the strategy has moved on.
The tension is between coverage and function. A matrix optimises for a set of boxes being ticked, which produces a board where every capability is represented by someone and says nothing about whether the board works as a body. A competency is meant to be measurable and developed, not merely listed; a board that treats each entry as a label rather than a capacity in use will show full coverage and poor dynamics at once, an outcome that is common and invisible.
In practice
A matrix lists twelve capabilities with at least two directors against each. The board is fully covered on paper. In practice three directors speak on most items, one capability is held by someone who rarely attends, and the coverage the matrix reports is a description of biographies rather than of contribution.
Evidence
Governance codes treat composition, succession and evaluation as a single continuing responsibility of the board.
Financial Reporting Council, UK Corporate Governance Code (2024)A competency is measurable and can be developed, which is what separates a usable capability entry from a label.
Competency (human resources), Wikipedia (2026)
What it cannot tell you
The matrix cannot tell you whether listed capabilities are exercised in the room, whether the required capabilities still match the current strategy, or whether a director holding a capability actually contributes it. It is silent on board dynamics and can show full coverage while the underlying need has already moved on.
Questions
The capabilities the current strategy actually requires the board to be able to interrogate, expressed specifically enough to be assessed. The UK Corporate Governance Code (2024) treats composition, succession and evaluation as one continuing responsibility, which implies the matrix should track strategy rather than sit as a fixed inherited list.
Whenever the strategy changes what the board needs to be able to challenge, which is more often than the annual review most matrices receive. A change of business model can invalidate half the entries while every director remains exactly as qualified as before.
No. A matrix records that someone has a capability in their biography, not that they contribute it in the room. A fully covered board where three voices dominate has the coverage the matrix reports and not the contribution it implies.
The nomination committee, usually supported by the company secretary. The Financial Reporting Council's UK Corporate Governance Code (2024) frames this as a continuing board responsibility, yet because the same committee also uses the matrix to recruit, it tends to validate itself through the appointments it produces rather than testing against strategy.
Evaluation should test whether the capabilities in the matrix are actually being exercised, and feed back into what the committee looks for. In practice the two exercises run separately on separate cycles, and the evaluation's findings about composition rarely change the matrix at all.