Over the past year, I’ve been systematically trying to change the way the board meetings work for the companies that I’m on the boards of. I’ve done a bunch of experiments and continue to learn what works and what doesn’t work.

Ever since I started investing in the mid-1990′s I’ve been exposed to a concept called “board observer rights.” When we did investments at Mobius Venture Capital, in addition to a board seat, we always got board observer rights. This was a way for us to bring another person to the board meeting other than the board member (usually an associate or a principal but sometimes another partner), or have someone sit in for the board member if the board member wasn’t available.

Early in the life of a company, this often seems manageable. But after several rounds of financings with new investors, I’ve often found myself in board meetings with ten or more people. I think the most I’ve ever seen was about 25 people in the room for a board that had five board members. As you’d expect, there was very little critical thinking or real discussion in these board meetings; instead, the management team just presented to the mass of people in the room. And, in this context, the board members rarely formed a tight and effective working relationship.

Over the last few years, I’ve become very anti-board observer. I’ve been on several boards where the CEO didn’t allow board observers in the meeting. I’ve been on several boards where there were observers in the room, but they weren’t allowed to sit at the board table and could only “observe”. In both cases, the quality and level of discussion in the board meeting was dramatically higher.

I’ve come to believe that formal board observer rights shouldn’t exist. Instead, they should be voluntary and controlled by the CEO. In some cases, the CEO will want observers at the meeting; in other cases he won’t. But it should be up to him.

The best board meetings I’ve been at have been ones that only have the board members and select participants from the management team in the room. Casual discussion, either through dinner the night before or lunch after the board meeting, with an extended group including people from the management team and any other investors, is an effective way to engage everyone else. But the 25 person board meeting is rarely effective.

May 12th, 2012 Categories: Board of Directors Tags: board meetings, Board of Directors, observers

http://www.pointsandfigures.com pointsnfigures

Hypothetical, seed company gets funding from a group of angels who formed an LLC to invest. Company takes off, and scales, gets more funding in subsequent rounds from VCs. At this point in the companies life, it’s not advantageous to have that initial angel rep on the board because they can use other board members to benefit the company more. Should that initial board member be given observation rights to communicate to the angel investors still in the deal?

Typically, CEOs would prefer less people in the room, so unless it’s legally codified, it seems there might be a lot of randomness in CEO decision making for observation rights.

Somehow, someway, those initial investors ought to be kept informed-even if their presence on the board isn’t the best way to move the company forward.
- http://www.feld.com bfeld
  
  Just because they aren’t at the board meeting doesn’t mean the communication should be shut down. The CEO should send out a quarterly letter to every investors. More open CEOs would send out the actual board packages to all investors. And great CEOs send out regular updates (at least monthly) to all investors. Finally, a good CEO will have at least one, if not two, calls a year with all investors that is open.
  
  There are lots of ways to communicate status without compromising the dynamic of an effective board.
  - http://www.pointsandfigures.com pointsnfigures
    
    That’s a good point. Of course, most start ups are non-communicative…..grrr.
http://www.samedaydr.com/ Rich Weisberger

Why not keep it board members only, video tape and share with managment team at a later date?
- http://www.feld.com bfeld
  
  No video, but sharing the board package is totally reasonable.
Alan O’Dea

Good post and a fresh approach to the issue.

We take a note from our agile development and scrum project management meetings.

The ideal is everyone answers the three fundamental questions. What have you done since the last board, what will you do before the next board and what or who is blocking your progress. This is more important now we are based both in Ireland and London with separate investors bases in a main UK company and our Irish subsidiary. We also operate as a virtual office with investors, founders and advisor’s spread across different cities around the world.
Graham

Brad….what about the case for corporate VC’s that invest strategically? Large companies can have a conflict on interest in the company they invest in and thus should not and often do not take board seats but board observer seats. They often can add value especially in how the startup can attack their target markets (often with the help of the large company).

I think your argument is really against having very large board meetings which I agree.
- http://twitter.com/BdotHicks Ben Hicks
  
  I agree. Also, it is not too unusual to have only a couple lead investors get board representation, with either (i) early stage or (more often) (ii) less significant but still strategically valuable investors also receiving observer rights.
  
  Nonetheless, the point about overcrowding the board meeting is a good one.
- http://www.feld.com bfeld
  
  I actually object to strategic investors having board observer rights. I’ve seen this generate conflicts many times at a board level and stifle real board conversation. In addition, I’ve seen very bad behavior from strategic investors with observer rights – where they basically use board level information to manipulate their relationship with the company.
  
  I used to be indifferent about this. I’ve shifted my thinking a lot – I think strategic investors are fine, but they should have a clearly defined relationship with the company and the board.
  
  Communication isn’t limited just to the board meeting – it’s easy to set up something that is not a board meeting for the strategic investor(s) and the other investors to engage in dialog with the company.
  - Graham
    
    But then how does a strategic investor be completely comfortable in the investment? Especially for a strategic investor who invested to work collaboratively with the company in their niche target market(s). I’ve seen boards who (rightfully so) have steered the companies constrained resources away from working with the strategic investor towards larger commercial markets, effectively screwing them over.
    - http://www.feld.com bfeld
      
      1. Build a constructive relationship with the CEO.
      2. Build a constructive relationship with the company.
      3. Build a constructive relationship with the other investors.
James Mitchell

A somewhat related issue is the size of the Board. This is usually not a problem for startups, but for large public companies, sometimes there are 25 people on the Board, which is about 13 too many. For some of these Boards, you almost need nametags to identify everyone.
- http://www.feld.com bfeld
  
  Yup. And – having been on my share of public company boards, I have no desire to do it anymore. It’s not enjoyable to me in any way whatsoever.
http://engag.io/ William Mougayar

I’m trying to better understand the root cause of this “observer” thing. Why does it get asked for Maybe there should be strict limits imposed, e.g. for each 3-4 board member, there can be 1 observer.
- http://www.feld.com bfeld
  
  The root cause is probably 30+ years ago when it was introduced into a term sheet. It’s all about control and the desire for a VC to have the ability to have whomever in the room he/she wants.
  
  It’s linked to each VC investor, so the idea of having one for a group isn’t really practical since then the VCs will fight over who gets it.
  
  It’s also a way to back door expenses to the company. In most agreements (including ours) the company pays for observer expenses as well as board member expenses. While not an unreasonable ask if there is an observer right, it’s often one of the reasons it exists.
  - http://www.justanentrepreneur.com Philip Sugar
    
    You know that really is a screw job. That is why I hate the 2% management fee. Not only do I take the fee but I make the company pay for both sides of the lawyers and the fee for me to come to the meeting.
  - http://engag.io/ William Mougayar
    
    Thanks for the contextual explanation.
http://www.justanentrepreneur.com Philip Sugar

Could not agree more! I’ve often told the story of where a senior partner of a firm who was an observer try to take over a meeting and I had to have him sit in the corner.

I think you can achieve the goals of why investors want observer rights in different ways. Lets face it this is only an investor issue.

The only two reasons people want observer rights is to see what is going on when they don’t have a seat or to give junior partners a feel for what board meetings are like.

For the first I have no problem providing board packets and minutes to investors. (I would never ever want to video tape) I don’t have a problem sitting down and talking with people either. (thats why I can never see how big angel groups as investors work)

For the second, its a easy request. Can I bring Jane so she can see what meetings are like? No problem.

I think decisions are made best by a group of three. You will have more than that on a board and that’s just a fact of life, but each additional person over three reduces the effectiveness.
- http://www.feld.com bfeld
  
  Bingo! In case #2, just ask politely and the answer will almost always be yes.
  - http://www.justanentrepreneur.com Philip Sugar
    
    You know I hadn’t really thought about that in my mind but it makes it much easier on Jane as well.
    
    If you ask and the person says yes there are no hard feelings, its like inviting somebody to your house. If you say I am bringing Jane as part of my observer rights there will be resentment from the get go.
http://www.facebook.com/DavidPOwen David Owen

Have you observed any differences between East Coast vs. West Coast investors with regard to board observation?
- http://www.feld.com bfeld
  
  Some, but it’s not as pronounced as it used to be. The cliche is that east coast is much more about control than west coast. That’s highly dependent though on the people – I know plenty of west coast VCs who are obsessed with control and just as many east coast VCs who are mellow about it.
  
  There also tend to be more ties in the room in east coast board meetings.
http://www.randfishkin.com/blog Rand Fishkin

In our first round in 2007, we had two investors – a big VC and a small private investment firm. Since the latter only put $100K to work in a $1.1mm round, they got an observer seat rather than a formal board seat. Nonetheless, meetings where he (Kelly Smith of Curious Office) attended have been among the most valuable, productive and high quality board meetings we’ve had. Because Kelly’s been an entrepreneur for 10+ years and has experience with a bunch of companies (both operationally and investment-wise), he’s highly additive to the board mix.

Based on this experience and one other board I’m involved with, I’d give the advice on the other end of the spectrum that when a company is young and the board meeting is just 2-3 people, getting the regular input/advice from another experienced person can be terrific. There’s both a “too big” and a “too small” for board meetings, IMO. Somewhere between 4-6 is probably the Goldilocks board (at least for me/us).
- http://www.feld.com bfeld
  
  My guess is that Kelly was playing more of a role of an outside board member and you should have just added him to the board as such. Or just had two board members at the outset! Why not give him all the rights of any other board member?
  - http://www.randfishkin.com/blog Rand Fishkin
    
    Fair point. We probably should have considered it. Didn’t even cross my mind (first-time CEO thinking right there)
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http://www.stonebridgepartnerships.com/ Tim MacDonald

This post raises an interesting philosophical question about the whole “shareholder-as-owner” thing.

As you know, in theory, a corporation is owned by its shareholders who elect representatives (usually from among their own numbers) to sit on a Board that directs the business of the corporation. Officers, including the Chief Executive Officer, are, under this construct, employees of the corporation, tasked with executing decisions taken by the Board.

In practice, a business must be run by those individuals who know its value best. This requires active participation in the feedback loops with other participants in the success of any successful Enterprise. These include, with varying degrees of impact based on the individual context: suppliers of the various resources (inputs) consumed by the Enterprise in constructing the artifacts of human ingenuity that the Enterprise then exchanges for value with customers; suppliers of the tools, equipment and other contributing technologies used by the Enterprise to transform resources into unique artifacts; employees and advisors who contribute to the work of constructing artifacts and exchanging them for value with customers; and, perhaps most importantly of all, those very customers who build wealth for the Enterprise by completing the commercial exchanges that create value and generate the revenues that become the profits that attract Investment in the first place. This is not “the market” as a de-personalized abstract of potential purchasers, en masse, but actual individuals who build wealth within the Enterprise by agreeing to purchase its artifacts.

You can only do this well, if you do it from the inside.

For that reason, in the architecture of the corporation, these people are almost always classified as full-time employees, usually officers, sometimes also directors. In actual practice, the Board participates more through advice and consent, than decision and direction: decisions are made by the people running the business (see above), and approved (or not) by the Board (when Board approval is needed to properly protect the interests of the Investors, whose money, after all, is a vitally important part of what drives the Enterprise in value creation and wealth realization).

This may all seem like semantics, but words are important for providing the clarity required to achieve consensus. So why not dispense with the whole fiction of shareholder-as-owner? Why not instead adopt an architecture that respects the money sources for what they really are: Investors (as other commentators already seem to have done)?

The partnership (Fund) architecture does exactly this. Investors as LPs have a vested interest in the success of the Enterprise and both legal rights and practical standing to let them properly look after those interests, through advice, consent, and when appropriate, more active intervention. This does of very nice job of separating the tasks of deciding what needs to be done to conduct the business of the business (the GP meeting) from the task of giving Investors proper assurance that their interests (i.e. their money and their share of the wealth being created in no small part through the use of their money) are being properly looked after.

Who gets to attend which meeting then depends on what role they are playing in the partnership. General Partners, who actively participate in the processes of value creation and wealth realization, attend GP meetings. Limited Partners, who passively participate as providers of money and sharers in wealth, attend LP meetings. LPs may want to elect one or more individuals from among their numbers to serve in the capacity of a GP, attending GP meetings and actively participating in business decision-making. That can work quite well. But LPs, as LPs, do not participate in the meetings of the GPs.

Under this architecture, GP meetings tend to be small, intimate and informal. LP meetings can be as large as required to make sure all feel they are being properly included, and as formal as necessary, given the size of the audience.

This would seem to be a good way to do what needs to be done.

What do you think?
- http://www.feld.com bfeld
  
  In my experience, different entities have different functional, operational, and governance dynamics. This doesn’t just vary with structure (public vs. private C corps, S corps, LLCs, LPs) but also with stage, personality, and ownership percentages. So – a “one rule fits all” approach doesn’t work very well.
  
  I’m focused on early stage high growth companies when I’m talking about board observers.
  
  Ironically, board observers aren’t allowed at public company board meetings for an entirely different set of reasons, primarily to do with SEC rules and regs. There are exceptions, but they are marginal ones.
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