Originally written: November 2018, updates in 2021, 2023, 2024
(This is the first of a three-part writeup about Board governance, this one focusses on the initial setup and core fundamentals).
You launched a startup, raised a bit of Seed capital, and now it’s starting to get to that that 0-to-1 milestone. The 1 is approaching, and maybe you have been told that you need to step up your board governance before the larger institutional round (“SeriesA”)
Or maybe, all of a sudden you are getting these term sheets with words like Board Seats and Board Observers all over them. What do you do?
As a Founder-CEO, the Board is going to be something you need to become really good at.
This is something you cant just coast by. In a way, it’s your job review.
And if done well, this Board changes from being a 3-4 hour burden on your calendar every few months, to something that is another team that is working to help you towards your goals. Imagine that.. another (powerful) free resource working for you!
Let’s start with the basics:
Corporate Governance:
Why is this group of people needed?
What’s the purpose?
Rule number 1: The Board meeting isn’t a Sales meeting.
Not a time for you to have to defend the VC investors decision to back you. They shouldn’t be there to re-underwrite their investment decisions.
Change the tone.
Alignment of cause.
Your Board and making it useful. Picking your Chairperson and other Board Members
Independent members
Trial period
Can you be naked in front of your chair (CEO Test)
Sector knowledge
Coach or mentor?
Balance on the board — Stick to odd numbers and never more than 9
Do a deep dive topic at every board session
Peacetime & Wartime
1-1s prior to the actual board
Bad news shouldn’t be arriving when they first open the Board pack.
Pre-reading
– I prefer to send written notes (prose) with a few graphs thrown in. Effectively a PDF of a
Notion page as pre-reading.
Expect everyone to have read it before the meeting. Yes. Pre-reading.
Have a chat with someone if they aren’t doing this (or use your Chairperson, to crack that whip).
Bad questions. Manage the time
3 hours for a cause. Not just to show up
Size of the Board.
It’s not a party. Small effective teams.
Remember startups rarely vote at the Board.
Voice matters.
So a Board observer can be very impactful as they don’t need to vote but can still be “loud”
Suggest the idea of Closed-session and Open-session
(Corporate VC investor creating competitive tension)
Role of independents on the Board