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Hi, I’m Brad Feld, a managing director at the Foundry Group who lives in Boulder, Colorado. I invest in software and Internet companies around the US, run marathons and read a lot.

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My Ideal Board Meeting

Comments (20)

In my new book, Startup Boards: Getting the Most Out of Your Board of Directors, in addition to decomposing and explaining a lot about the functioning of board meetings, I also describe my ideal board meeting.

I had four of them this week. That’s a lot of board meetings in a week, but my weeks tend to either be “lots of board meetings” or “no board meetings” as I generally bunch them up. Thankfully, all four of them used my ideal board meeting template.

A critical aspect of my ideal board meeting is that the entire board package should be sent out several days in advance to all board members. It should be thorough, including whatever the CEO wants the board to know about what has happened since the last board meeting. While I prefer prose to a PowerPoint deck, either is fine. Optimally it’s in a format like Google Docs where everyone on the board can comment on specific things, allowing open Q&A on the board material prior to the board meeting. I like to decouple monthly financial reporting from the board package, but including a look back of the financials, along with discussion and framing is useful. But the meat of the board package should be what’s going on now and going forward, not looking back. The looking back is for support of the discussion.

Then – the board meeting has a simple structure intended to fit in three hours. Optimally all participants are either in person or on video conference. Since I’m not traveling for business right now, almost all of my board meetings have a video conferencing component. When done correctly, it’s often just as effective as an in-person meeting, and in some cases (if you follow my video conferencing rules) even more effective. What is not effective is when one or more people are on an audio conference.

Once everyone is settled, break the board meeting into three discrete sections. They, and their descriptions, follow:

Administration (30 minutes): Board overhead, resolutions, administration, and questions about the board package.

Discussion (up to 2 hours): Discussion on up to five topics. The five topics should fit on one slide or be written on the white board. The CEO is responsible for time boxing the discussion, or if he needs help, he should ask the lead director to do this. If you don’t have a lead director, read my book and get yourself one. This should be a discussion – you’ve got your board in the room – use it to help you go deeper on the specific topic you are trying to figure out. These topics can be on anything, but my experience is that the more precise the context is, the richer the discussion. I prefer for the full leadership team to be in the meeting for this part, although it’s entirely up to the CEO who is in the room.

Executive Session (30 minutes): CEO and board only. Here the board can give feedback specifically to the CEO or sensitive issues around personnel or other things the CEO wants to discuss separately from the management team can be covered. At the end, the CEO leaves and let’s the board have some time alone where the lead director checks in if there is any feedback the board would like to give the CEO.

If you have less than five topics, the board meeting can take less time. Or if the five topics only take an hour to go through, the board meeting can take less time. There is nothing ever wrong with ending a meeting early. Ever.

Now this template doesn’t always work – you often have other specific things you have to address. When a company is going through an M&A process, the board meetings tend to be frequent and cover other stuff. Or, when the company is in a downward spiral, or dealing with a crisis, the focus is often very precise.

But in my world, the day of the “board update” is over. I find no value in sitting in a room for three hours, paging through a PowerPoint deck while people present at me, and the people around the table ask an endless stream of questions, mostly demonstrating that they haven’t been engaged in what the company has been doing since the last board meeting.

  • http://twitter.com/davidhhendricks Dave Hendricks

    I think that CEOs should put ‘Easter Eggs’ into the material that they send ahead and then quiz the board. Most of the board members I’ve dealt with have been very conscientious about reading materials but how can you talk strategy, results, etc. if half the group hasn’t done the homework?

    • Ben King

      Seems to me that approaching your board as if they were a bunch of students who you’re going to surprise with a pop quiz might not be the right way to approach a group of men and women with whom you’re trying to have a meaningful working relationship.

      • http://www.feld.com bfeld

        Actually, I LOVE the easter eggs. One of my favorites was one of the Minutes from a Return Path board meeting. It had all the usual stuff and then buried in the middle was “Mr. Feld then drank two chocolate shakes from Shake Shack and fell into a sugar coma for 30 minutes.”

        Humor – as long as it’s intended that way – and not used as a weapon – is also a good reality calibrator. If you didn’t read the package and missed the inside joke, you’ll definitely read it the next day.

        • Ben King

          You’re right, and a little good-natured ribbing is an important part of most camaraderie I’ve ever had in similar groups. I was more worried about “quizzing” the board than including easter eggs. But then I suppose, as with most things, it’s really more about how well you’re interacting with your board than about any one habit.

        • http://twitter.com/davidhhendricks Dave Hendricks

          sorry late to this thread. This is exactly the kind of easter egg that I am talking about. One that connects with people.

          Quizzing the Board is a waste of everyone’s time, insulting etc. Although asking them to give an elevator pitch once in a while without cue cards doesn’t hurt…

  • http://www.about.me/nninoss Ninos Youkhana

    Thanks for sharing it. Nice info…I consider your time for sharing knowledge in your blog as/is part of giving back!…Indeed

  • http://www.objectmethodology.com/ ObjectMethodology.com

    Ideas + Actions = Processes
    .
    I love it!

  • http://www.pointsandfigures.com/ pointsnfigures

    totally agree. I call it “Death by Powerpoint”. Startups need mentorship, advice and connections. Use your board.

  • Paul Hurdlow

    While I agree with the entirety of this, I’d comment on the “lead director.” The board’s central job can be reduced to selecting and managing the best CEO. In my 20 years sitting in board rooms, the most fundamental truths I’ve discovered are (1) the board must meet separately to discuss the performance of the CEO, (2) to be effective, the board’s feedback must be condensed and appropriately filtered before it is communicated to the CEO – this is a significant part of the lead director’s role, and (3) it is also important the CEO provide feedback to the board — how can they help the company better, in the view of the CEO; what support does the CEO need; is the board adequately prepared for meetings? — and as with Board-to-CEO communication, this CEO-to-Board communication should be condensed and filtered; another significant part of lead director’s role. Nice piece Brad.

    • http://www.feld.com bfeld

      Excellent point. I spent a lot of time discussion lead director (which I prefer much more than “chairman”) in Startup Boards. It’s an incredibly important role that most startup boards overlook / ignore.

  • stevewfindlay

    I hope you don’t mind me bringing this up again – but I really think Invrep can improve the board pack production and interaction. It’s fit for purpose, used by over 175 companies, and costs just $10 per month…with free trials available…

    Stopping death by powerpoint, excel or management account print-out…

    Try it, you might like it!!

    ;-)

    PS: Currently reading Startup Boards. Another good addition to the series. Thank you!

    • RBC

      You’re on topic and engaged. Can’t knock the hustle.

      • stevewfindlay

        Thank you! It seems outbound selling is a bit like Tim Robbin’s character in Shawshank Redemption when requesting more library books…a largely thankless task, but a great feeling when it comes good ;-)

    • http://www.feld.com bfeld

      Always game to hear about it. Let’s get a free trial going with someone. Send me a note and I’ll see if any companies we are involved in want to give it a shot.

  • http://www.cornfedsystems.com/ Frank W. Miller

    Hmm, I sense a blog post in your future… Its about how videoconferencing isn’t really the same as being there. Maybe a year from now? ;)

  • http://business.placemeter.com/ Florent Peyre

    All good – as pointed out, the hardest thing is to enforce upon your board the necessity for its members to read your materials before the session… The other option is to not even include the “update” section of your materials when you meet (or put them in the back of the deck?)

    • Shurtleff

      i might argue that getting the board to read the materials is second hardest, right behind getting the materials out 3 days ahead

  • http://www.themusingsofthebigredcar.com/ JLM

    .’
    Any process is better than no process and your view is an experienced and seasoned view but it is one from the perspective of a Board member and that is only one half of the representation.

    Having been a CEO of public and private companies with international investors for over 33 years, I have found the following process elements to be useful. These are only additions to your process which is perfectly fine.

    1. At the earliest time in the life of a startup, committees should be formed even if they will not have real responsibilities for some considerable time period. Typical committees are Independent Directors, Audit, Operations, Audit/Finance, Compensation. By doing this, you streamline Board efforts, economize on Board member time constraints and tap into demonstrable expertise.

    2. Develop a comprehensive Board Agenda which includes every possible topic and provides the requisite back up. You will only actually discuss five — as you have indicated — of them but by having everything in the Board Book communication is more comprehensive. As an example, it is not always necessary to discuss staffing but a graph showing FTE and PT employment with cost over time with critical pending hires identified can be useful at all times but not necessarily be one of The Five.

    3. Include an Education topic in every Board meeting wherein the CEO is able to pick a topic he thinks — Hell, he knows — the Board is completely ignorant about and makes a 30 minutes presentation. The CEO does not have to be the presenter.

    4. Three days before the meeting, have the Chairman receive a call or an email from every Board member as to any topic that is buzzing in their head. This allows the Chairman and CEO to be prepared to communicate effectively.

    5. No cell phones, tablets, laptops or other distractions. Ever.

    6. Don’t serve on a Board if you cannot come to the Board meetings. Tough love. Appoint someone who can.

    JLM
    http://www.themusingsofthebigredcar.com

  • Mario Cantin

    Very enlightening … need more of where that came from. Can you share whether its in the works for “Startup Boards” to be on Audible; and if so, is the time frame known?

    • http://www.feld.com bfeld

      No short term plans but it will eventually.

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