Archive for the ‘Board of Directors’ Category

Board Meeting Lessons From The Supreme Court

My amazing day at the Supreme Court continued to bounce around in the back of my mind all day yesterday.  I was at a board meeting for a company that I’ve been on the board of for almost a decade – it was the best (as in most productive) board meeting we’ve had in a long time. 

I’ve written about The Best Board Meetings in the past.  One element of the best board meetings is a prepared mind. This is the powerful lesson from the Supreme Court. On Monday (at the Supreme Court), I saw eleven very smart people participate in a very complex discussion that they were extremely prepared for.  In one hour they covered an amazing amount of ground.  I attribute this to the work they did in advance of the meeting.

In many board meetings, the material shows up at the meeting, or the board members haven’t read the material in advance, or the board material is not very detailed, or the board material is too detailed.  Basically, either the board members don’t have the material to have a prepared mind in advance of the meeting, or they don’t take the time to do the work to be prepared.

Then, unlike the Supreme Court session where you can dive into substance immediately, the board members and management spend a long portion of the meeting “getting up to speed”.  That’s a total waste of time for everyone in the room.

In my strong board meeting yesterday, everyone was prepared.  The board material was comprehensive, but not overly so.  It came in advance of the meeting (only 24 hours, but still enough time for everyone to read it).  And, rather than go through the material page by page, we picked a handful of key themes and discussed them.  For several hours.  In detail, but at a level that resulted in clarity for the board members and management.

The other key lesson from the Supreme Court is paying attention.  I’ve written about this also in VC Behavior in Board Meetings.  I continue to fall victim to the blackberry checking syndrome.  In the Supreme Court, phones, computers, and PDA’s weren’t allow.  So I paid attention.  And as a result I really followed what was going on and processed almost all of the information.  Even in yesterday’s board meeting I found myself drifting a little and pulling out my iPhone – bad Brad.  It detracted a little from the meeting (my fault), but most importantly it caused me to likely miss a few things I shouldn’t have missed.

I’m at Defrag all day today and am going to try to pay attention.

VC Behavior in Board Meetings

There was plenty of chatter about my post The Best Board MeetingsOne idea popped up a few times and was well articulated by John Boyd in his post What Makes a Good Board Meeting?  In it he talks about what is expected from a VC in a board meeting, rather than just from the CEO / entrepreneur.

“So one thing I would add is nothing is worse than a board member that just gives "good body temperature". i.e. I think it’s important for investors to have well articulated views and data to support their advice on strategic choices the company faces. I think it’s also important that when a CEO asks for investor help on an issue, it’s incumbent on the investor to tap his/her own extended network to get the best help possible.  My point is, while a lot is expected of the CEO, the VC board members need to step up too and a lot of times they don’t.”

I love the phrase “gives good body temperature” – that captures the behavior of so many VC attendees at board meetings (including partners, not just associates.)

Worse, though, is the endless addiction to a blackberry / iPhone or laptop during a board meeting.  I long ago stopped taking my laptop to board meetings because I knew I had no ability to ignore it.  I still find myself regularly taking out my iPhone during board meetings.  I don’t do anything on paper so I’m often taking my iPhone out just to write notes to myself for tasks to do, but I always end up scanning my email due to “poor impulse control.”  While it’s rude to everyone in the room, it’s even worse because no matter how good I think I am at listening while reading my email, I’m not.  And I’m certainly not participating.

Yesterday, during a board meeting, I tried something different. I put a piece of paper and a pen in front of me and whenever I had a thought I wrote it down.  When I reflect on the meeting from yesterday, my level of engagement (which I like to think is usually high) was as complete as it gets – I was “in the board meeting” for the entire board meeting, except for the two minutes when I took a call from Amy (which will always supersede whatever I’m doing, except sex, but since I only have sex with Amy, this won’t be an issue.)

So – starting now, I’m going to banish my iPhone from board meetings.  I encourage my VC colleagues to give this a try.

The Best Board Meetings

Over the past 15 years I’ve been to thousands of board meetings.  Last week I had four; this week I have two.  I’ve spent a lot of time – often during board meetings – thinking about how to make them better and more effective.

Yesterday, Fred Wilson (who was at the Return Path board meeting in Boulder with me) wrote a great post titled Face To Face Board Meetings.  Fred and I have been on a number of boards of the years and I strongly agree with his post.  To be effective, board meetings need to be (a) in person and (b) there is immense value in a board dinner the night before a board meeting (maybe not every meeting, but at least once a quarter).

While board meetings have a different tempo at different stages of the life of a company, I’ve developed the point of view that the vast majority of the board meeting should be “forward looking.”  Ironically (and frustratingly), the general culture of many VC-based boards – especially larger ones – is “backward looking”.

What I mean by this is that most board meetings are 80% status updates, 10% strategy / issues, and 10% administration.  I’m fine with the 10% administration, but the 80% / 10% split on status vs. strategy should be reversed.  There are plenty of different ways to organize the “strategy” (I’m using “strategy” as shorthand for “forward looking discussion”) and strategy includes a blend of short, medium, and long term issues, as well as plenty of “tactical stuff” (for those that think “strategy” is too specific a word), but I imagine you get the idea.

My favorite board meetings have the following characteristics.

  1. All board material goes out 48 hours in advance, including a detailed financial package and operating review of the business.  This material includes any administrative stuff (draft 409a report, options grants, compensation stuff, audit stuff, prior board meeting minutes.)  Everyone reads this in advance – if the materials go out 48 hours in advance there’s no excuse to have not read it.
  2. There is a dinner the night before that is at least the board and the CEO.  Sometimes it includes non-CEO founders; other times it includes various members of the leadership team.  This is a casual dinner (e.g. not expensive or full of pomp and circumstance) – a chance for everyone to catch up with each other.  If the board meeting is an afternoon meeting, sometimes you can pull off a lunch prior to the meeting that acts as a proxy for the dinner, or a dinner after, although I find the dinner after to be much less helpful.
  3. The first 30 minutes of the meeting are administrative.  Everyone settles down, you go through any formal board business, discuss it, and get it done.  Often it takes five minutes (which gives you an extra 25 minutes for the strategy stuff); sometimes it takes the full 30 minutes.  I can’t think of a case where it has ever needed to take longer.
  4. The CEO then puts up one slide summarizing prior period financial performance and asks if anyone has any questions about the board package.  This discussion takes however long it takes.
  5. The CEO then puts up one slide with the issues he’d like to discuss.  These are bullet points that are crisp yet detailed enough to know what the issue is.  This is then the bulk of the meeting.

Some CEOs are capable of running a 2+ hour discussion off of one slide (I love these guys).  Others need slides to prompt them through the setup for each topic (which is fine).  Either way, the setup for each topic should be brief (five minutes at most) and the bulk of the activity should be a discussion.  The CEO and management team is looking for board feedback, input, advice, and guidance.  Ultimately, the CEO has to synthesize this and decide what he wants to do, but by engaging the board in an active discussion, the team will generally get useful input as well as discover where there might be additional domain expertise around the table on the particular issue.

I’ve found that the more time that is spent on #5, the more impactful the meeting is.  Obviously, it’s difficult for people on the phone to engage as effectively, which draws them into physically attending the meeting, or not participating.

I’ve got a lot more thoughts on this, but realize I’ve got to get off my ass, get in the shower, and head over to the Boulder Theater for TechStars Investor / Demo Day.  More on this another time.

The Closed Session of a Board Meeting

At the end of every board meeting I’m a part of we have a closed session.  This is a session that includes only the board members.  All of the boards I’m on include the CEO as a board member so the CEO is part of the closed session.  If there are multiple founder / management board members, they attend.  But – no observers and no members of management that aren’t on the board.

I was on a board call yesterday that was confusing.  The company is doing well, the management team is very solid and stable, and the board packages are comprehensive and transparent.  I’ve worked with the CEO for a long time and we rarely have any misunderstandings (we have plenty of disagreements, but we know how to talk through them.)  The company is mature enough that we’ve shifted into an eight per year board meeting tempo; two meetings a quarter – one in person that is usually deeper and strategic; one by phone that is an update call.

When I got back from vacation on Wednesday, I read the board package.  No surprises.  There are no strategic activities going on for the company (no fundraising, no M&A, nothing "fancy") – just strong and steady execution.  The tempo of the call started off a little odd – the CEO brought up some forward looking concerns of his.  While he was describing them, I was having a hard time connecting what he was saying to the board package I had just read.  As we went through the management team review of the business, I got even more confused as many of the tactical things we had discussed at the previous meeting had been done well and everyone sounded upbeat, although appropriately cautious.  The CEO highlighted a few more concerns of his and then asked an open ended question – something like "what do you guys think?"

We were all on the phone so it was hard to read any nuance.  I expressed my confusion.  I asked a few clarifying questions.  My confusion increased.  Maybe it was jetlag, but my brain was just not connecting the dots.  At some point the CEO took us in a different direction to try to address another issue that he was potentially concerned about.  While the issue he raised had some short term issues, he had extrapolated it as a long term trend.  I didn’t agree that it made sense to extrapolate the trend from one data point, made some suggestions, but felt the awkwardness increasing.

We ended the meeting and went into closed session.  We all took a deep breath.  I told the CEO I was confused.  He was confused.  The other board members on the phone were confused.  If we had a giant time machine we would have gone back 60 minutes and started over.  Instead, we had a great ten minute conversation where we realized that we were just talking past each other.  We hit the giant mental reset button and in a few more minutes had recalibrated.

Even though we usually end after the closed session, this time we decided to bring the management team back in to clarify things.  We realized that when we ended the meeting, we had a leadership team that was likely as confused by the meeting as we were.  I imagine there was sixty seconds of discomfort while everyone gathered where they were wondering what was going to happen next.  We had a short reset of the discussion, clarification of what the CEO was really trying to communicate, and reaffirmation that we were on the right track, even though this was a weird and confusing meeting.

I talked to the CEO today just to check in.  We had a good call and we both reaffirmed that all was cool.  He said he’d learned something important – that if he was just going to "think out loud" during a board meeting that he should preface this with a statement indicating this.  I agreed that this was the right conclusion – that I’d much rather he "think out loud" vs. feel compelled to figure it out all.  I also suggested to him that if he thought I was lost in space, he should just hit me over the head with a brick.

I’m really glad we had the institution of the closed session firmly in place for this board.  It gave us room to figure out what was going on, where the miscommunication was, and reset the discussion.  Without it I expect everyone would have scattered to go back to work with their confusion firmly intact.

Jack Welch on Lousy Directors

Jack and Suzy Welch have a great article in this week’s BusinessWeek titled Directors Who Don’t Deliver.  I’ve served on many boards and written plenty of board of directors, including my personal favorite board of director post titled Boards That Are Not Bored.

The Welch’s describe five types of dysfunctional board members: the do-nothing, the white flag, the cabalist, the meddler, and the pontificator.  If you’ve ever served on a board, you probably know at least one of these dudes.  Hopefully, you (and me) haven’t been one of them.

Talking to Directors

On Saturday, I called a director at a company I’m on the board of to get a reality check on something that is going on.  Ten minutes on the phone solved three things: (1) I was able to road test my idea with someone I respect and (2) I incorporated his feedback into my idea, and (3) we were calibrated.

While this may seem obvious, I’ve never hesitated to call another director on any issue concerning a company I am involved in.  While board meetings are logical check in points, they are not the only ones and, in many cases, are not the most important ones.

I know some directors (and CEOs) who are uncomfortable talking with other directors outside the context of board meetings.  I’ve never understood this.  Pascal Levensohn has a nice post up about this titled Don’t Assume That You Have Consensus on Your Board– Make Sure You DoHis simple message is “communicate.”

Reflecting on it, my hierarchy of daily communication is Amy, my partners, CEOs of companies I’m an investor in, and then directors / co-investors of companies I’m an investor in.  Ok – I suppose my mom is in there somewhere also.

Communicating Sales Info To Your Board

My partner Chris Wand is finally blogging (even though he’ll deny it) over at AsktheVC – he’s writing a series on what should be in a “board reporting package.”  My long-time friend Will Herman – who happens to be hanging out in Boulder this week making the rounds (and getting his bike fitted – whatever that means) – inadvertantly contributed with his post titled Communicating with Your Board: Sales NumbersWill’s post covers some good ground – I can’t tell you the number of times a clear sales report is missing from a board package.  It’s even worse when there is a sales report, but given the fact that I attend N board meetings a year (where N is a large number) the CEO doesn’t create any linkage to historical performance, current expectations or the plan.  Great stuff.

Metrics for An Enterprise Software Company

Paul Kedrosky has a superb post up today titled Building the Perfect Board Package.  The entire post is worth a slow and careful read as it’s “guidance on the subject from a sales-guru colleague to a company’s management on whose board he sits.”

Buried deep near the end is the real gem – metrics for a “perfect enterprise software company” that would trade at 3x revenue (or significantly higher if a SaaS model).

Revenue (License / Service) 55/45
License to Service Gross Margin 75%
License GM 94%
Service GM 55%
Operating Costs 60%
Sales 29%
Marketing 8%
R&D 9%
G&A 8%
Operating Margin 15%
S&M Costs as a percent of Rev 68%

If you run an enterprise software company and need something to benchmark to in your “stable state” (after you’ve become profitable and are growing at a nice clip), here’s a model.

Recruiting a New Director

In the life of most companies with an active board of directors, it occasionally becomes necessary to recruit a new director. In the case of VC backed companies, a new director candidate is often the suggestion of one of the investors. In these cases, the suggestions are often the result of the VC in question having a past, successful working relationship with the proposed candidate. These candidates are often suitable in terms of “knowing the venture drill”, likely a cultural fit, and appropriately skilled for the challenges at hand. However, the relationship between the VC and the proposed candidate can often be seen as “too close.” Therefore, if independence is a highly ranked criteria for you, Jim Lejeal and I suggest you consider a more formal and deliberate process (and we humbly offer this as the latest post in our Board of Directors series.)

Before you start the process of recruiting a new director, consider the following:

  • Manage the process with enthusiasm. A competent and enthusiastic new board member can re-energize an existing board. Use the process of inviting a new director to join the board as a chance to improve the leadership of your company.
  • Perform the recruiting effort with care. Adding the wrong new director – just like hiring the wrong key employee – can result in a negative and costly outcome. Executing a carefully thought out process can increase the chances you will end up with a great new director for your company.
  • Complete the recruiting effort in a timely manner. Adding a director is a serious affair and in our experience can help make good companies great. We’ve seen the process drawn out unnecessarily and take a back seat to all kinds of other activities. Treat recruiting a director just like recruiting a member of the executive team – do it quickly and take it seriously.

Now, let’s assume you are ready to begin recruiting a new director and your board has agreed to do this in a methodical way rather than just get “some friends or experienced execs we’ve worked with before” on the board. Following is a framework for running a process.

Determine who is responsible for running the process: Some companies like to have a formal nominating committee; others are happy to have the CEO work with one director to run the process. In most early stage companies, a combination of a CEO and one director is a great working group, recognizing that one of them ultimately has to take responsibility for getting it done. While “best practices of board governance” typically will put the responsibility on a director, the CEO is almost always heavily involved in early stage companies.

Perform a GAP analysis of your existing board: Begin by taking a look at your existing board and identify where your board’s skill set is strong and where it can be improved. Some key criteria that are often needed for growing companies include independence, financial expertise, and specific product, sales, or marketing skill sets. A great rolodex – especially for customer prospecting or future financing – is often nice to have, but should be not be the only thing you are looking for.

Establish and prioritize your selection criteria: The criteria you determine you need from your GAP analysis are unlikely to be equal in importance given the current state of your company and the nature of your existing board. Make sure you’ve got a handle on the critical capabilities, the nice to have ones, and the ones that don’t really matter much.

Work as a board to create a candidate pool: Engage all your directors in this as they are likely to be the best source of potential candidates. In addition, by getting everyone involved at this point, you’ll be able to confirm the capabilities you are looking for in your new director.

Approach at least three candidates simultaneously: Not everyone will be interested in the opportunity you’re offering. In addition, after the first meeting, you might not be interested in the candidate. By approaching a few candidates at the same time, you’ll benefit from being able to compare the candidates while hedging your bets in case a few of them aren’t interested (or interesting.)

Explain your process to each prospective board member: Be candid and upfront with each potential director that you talk to. Explain what you are looking for, why you are looking, and what your time frame and process is. Explain that the ultimate decision whether to invite the candidate onto the board is a shared decision of a company’s board and that a number of interviews need to be undertaken in order to actually extend an offer to join the board. Emphasize that the diligence process is a two-way street and that the candidate should feel comfortable performing their own diligence on the opportunity. Finally, explain that other candidates are being considered so there are no surprises.

Have more than one meetings: Make sure you spend enough time with each candidate that you are seriously considering. Get to know the person – just like you would with anyone that you would add to your leadership team.

Assist your candidates in their diligence process: Share information with the candidates to assist them in getting comfortable with your company and the opportunity to be a director. Make sure the candidates have good access to all other directors as well as members of the senior leadership team. Encourage everyone to be open – both about the good and the bad. Clearly explain your expectations of time commitment, board attendance, and compensation. If you are comfortable, share the last few board reports. Use this step in the process to understand more about the candidates you’re considering.

Schedule one-on-one meetings with at least a majority of your existing board members: All of your existing board members should have an opportunity to meet the candidates before an offer is extended. Often this isn’t practical, but make sure your existing board members’ expectations are well understood. As part of this step, consider doing reference checks on your candidates, especially if they are not known to all directors.

Observe the natural ranking your process creates: Running a parallel process of talking with more than one candidate simultaneously will give you the benefit of determining who is your top candidate. Collect feedback from other board members that have participated in the process to rank order your candidates.

Invite and Approve: By now you have run a comprehensive process and you are likely at a point where it’s clear who you’d like to have join the board. Typically the formal step of adding the board member is to invite them to their first board meeting where they will be formally added to the board by way of a voting action on the part of the existing board. Check with your attorney in advance on the most appropriate way to do this – especially if you have any specific voting provisions associated with appointing a new director.

A CEO’s View of Board Meetings

Will Herman has an excellent post up titled Board Meetings – A CEO’s Point of View.  While I’ve never been on a board where Will was CEO, he and I have been on several boards together, and he’s an incredibly valuable and impactful board member.  His “top 11” list of suggestions is a must read for any CEO that has a board of directors.  Also – look for some new posts in the Board of Directors series that Jim Lejeal and I have been writing coming soon to a blog near you.

Sample Board Meeting Minutes

I go to a lot of board meetings.  As a result, I’ve reviewed a lot of board meeting minutes.  In general, the philosophy among most VC-backed companies – promulgated by the law firms for these companies – is to keep the board minutes “light.”  They should cover the substance of the meeting and have any specific votes, option grants, or board level issues documented, but they should not contain extensive details about the presentations giving in the board meeting.

I regularly get asked for “sample board meeting minutes”, especially among newly funded companies that are just starting to have board meetings and might not have their outside counsel present at the meeting (although most outside counsel’s that are credible and used to working with early stage companies will attend board meetings at no charge – just ask as part of your initial interview process with the firm – it’s very useful to them to be there so they can stay up to speed on what is happening at the company.)  Following is a template for a sample set of board meeting minutes.

———————————————————————————————-

[INSERT NAME OF COMPANY]

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS

[Insert Date of Board Meeting]

A meeting of the Board of Directors (the “Board”) of [Insert name of company], a [Insert state of incorporation] corporation (the “Company”), was held on [Insert date of board meeting] ([Insert time zone—i.e. Mountain Daylight Time]) at the offices of the Company.

Directors Present:

[Insert names of directors present]

Also Present Were:

[Insert names of other people (mgmt., etc.) present]

Directors Absent:

[Insert names of directors absent]

Counsel Present:

[Insert names of legal counsel present]

NOTE: It’s generally good to note next to the above listing if the attendee(s) participated via telephone (otherwise it’s assumed they participated in person at the above referenced location]

Call to Order

[Insert name of CEO or board chair] called the meeting to order at [Insert start time of meeting] ([Insert time zone—i.e. Mountain Daylight Time]) and [Insert name of secretary] recorded the minutes. A quorum of directors was present, and the meeting, having been duly convened, was ready to proceed with business.

CEO Report

[Insert name of CEO] reviewed the agenda and welcomed everyone to the meeting. Next, [Insert name of CEO] discussed the current status of the company and its progress. A number of questions were asked and extensive discussion ensued.

Sales & Business Development Update

[Insert name] next provided an update on the overall sales progress and sales pipeline of the Company. He also presented the status of business development discussions.

* [Insert name] joined the meeting*

Financial Review

[Insert name] provided a comprehensive update on the Company’s financial plan and forecast. [Insert name] also reviewed the Company’s principal financial operating metrics. Discussion ensued.

Financial Planning

The Board next discussed the timing and creation of the 2007 Operating Plan.

Approval of Option Grants

[Insert name] presented to the Board a list of proposed options to be granted to Company employees [and advisors], for approval, whereupon motion duly made, seconded and unanimously adopted, the option grants were approved as presented in Exhibit A.

Approval of Minutes

[Insert name] presented to the Board the minutes of the [insert date of previous board meeting] meeting of the Board for approval, whereupon motion duly made, seconded and unanimously adopted, the minutes were approved as presented.

*Management was excused from the meeting *

Closed Session

The Board next discussed a number of strategic topics. Questions were asked and answered.

Adjournment

There being no further business to come before the meeting, the meeting was adjourned at [Insert time of adjournment] ([Insert time zone—i.e. Mountain Daylight Time]).

Respectfully submitted,

____________________________

[Insert name of secretary], Recording Secretary

NOTE: Create (and delete) additional headings and sections above as necessary to capture the major agenda items of the board meeting.

NOTE: If attendees join after the meeting start time or leave before the meeting adjournment, it’s preferable to note when they join and leave the meeting as indicated above by the asterisked notations.

Board Meeting Rules

Following are some board meeting rules that were recently presented to me and my fellow board members by a CEO at one of his first board meetings at a newly funded early stage company.  I thought they were brilliant.  Feel free to pass them out at your next board meeting.

Be supportive of the company: Tell us the things we do right and things we do wrong.  We are figuring this out as we go.  “No comment” is hard to interpret and our imaginations will run wild.

Be responsive to communications: Please ACK emails.  If you can’t respond when you read, set expectations when you can.  At least say “ack.” I’m generally on email all the time and it’s a real-time communications tool for me.

Be transparent: We have personal relationships around the table.  Management should not use board members as “agents.”  I don’t want any politics on the board – if I did I would still be going to board meetings from my last company.

Be specific and descriptive: I sit on a board also.  I know the temptation to speak in strategic generalities.  Please include concrete examples that smaller minds can digest.  I give extra credit for using more words.

Look for opportunities: You generally cast a much larger net than we do.

Look for early revenue opportunities: Making money will never go out of style.  Generally everything is easier with revenue.

Look for partnerships (Panda Mating): Early stage companies need help with partnerships largely because we don’t have any of particular value yet (like people, brand, data, and money.)

Look for dead-ends: No one wants to hit the wall at 120mph.  You’re more experienced so you should see the wall coming before we do.  Don’t grab the wheel – just tell us to look down the road.

The First Board Meeting

Scott Converse – the CEO of ClickCaster – has a long and very personal post about his experience in the run up to his first board meeting.  I’m sure he’ll have a follow up post after the meeting today.  If you are a first time entrepreneur who has just raised money, or are just starting to have board meetings, Scott’s perspective will be additive to your world view.

Board of Directors: Number of Meetings

As Jim and I continue our Board Meeting series, we’ve decided to address a question that we are often asked – “How Many Board Meetings Should A VC-backed company have?”

Our general answer is “as many as you should for the stage of the company that you are.” We define stage loosely, where you evaluate the company’s revenue performance, the rate of growth of revenue, the headcount of the company, and the strategic issues the company faces. If you – dear reader – are a rational person – you should be responding with the thought “thanks guys – not helpful.” Stay with us – we’ll try to be more prescriptive, but – having been involved in lots of companies, with lots of different boards (and board dynamics) – we know there is no simple and correct answer.

Our experience suggests a private, venture-backed company should have between 8 and 12 meetings a year, with at least half of them face to face. As a company grows and matures, the number of in person meetings will logically decrease, but should never fall below one each quarter, preferably in the first month of the quarter so the performance of the previous quarter can be reviewed while it is still fresh and current.

If you’ve just closed your first round and it was a seed or Series A financing, expect that you will likely to have monthly board meetings. Yep – you heard us – expect to have 12 meetings per year – and it’s best if these are in person. Try to have your meetings set up on some recurring monthly basis like “the third Thursday of every month”. This helps schedule the board and increases the likelihood that board members can actually attend in person. Also, a monthly meeting which shifts from month to month (for example – the third week one month and the second week in another) may not allow enough time to elapse in between meetings.

Your early stage investors and board members will want to be (and you should want them to be) actively engaged in the company. You’ll be dealing with a huge range of issues in the startup phase – frequent, substantive, and open discussions will help keep all the board members up to speed on what is going on and engaged in the decision making process. Since a lot of significant events transpire at a rapid pace in a company at this stage, these regular meetings help the board maintain a level of awareness that enables them to engage in the activity of the company. In addition, a young board needs to learn how to work together – the best way to do this is “to work together” – regular meetings will reinforce this.

Additionally, CEO’s of venture backed companies (or any company with a board of directors) should expect to have fluid and candid dialog with board members in between meetings. Board member styles differ – some (like me) are email guys, some are face to face types, and some are phone call update types. We recommend understanding how each of your board members works best and make sure you spend time with them in between board meetings discussing issues, updating them on the business, and learning how to work together.

Some of this is preparation for later in the life of a company when a board has to make critical and substantial decisions, whether around a financing or M&A event, major change in the direction of the business, leadership change, legal issue, or something else that requires hard discussions. Spending time building working relationships, learning how each other think, work, and act, and developing personal rapport early in the life of the company helps makes dealing with these situations a lot more effective.

Some entrepreneurs have resistance to this level of oversight. If you’re someone who has a negative reaction (e.g. “12 meetings a year – no way!”) we encourage you to re-think your interest in a pursuing a model to build your business that includes venture capital, or for that matter your interest in having a board of directors.

Finally, while it is common that as a company matures, it will reduce the frequency of formal meetings (to say 6 meetings per year), the board will encounter periods of time where they will meet more often then once a month. This can happen when a company is approaching the end of a fund-raising cycle or during key times in the company’s life where substantive strategic actions are being managed (for example – an acquisition.) During these critical times it is common for a board to have formal – but short duration – meetings, both in person and over the phone.

Levensohn – Best Practices for Running a Board Meeting

Pascal Levensohn – the founder of Levensohn Venture Partners – wrote a comment to my post title The Agenda (in the Board of Directors series) that I wanted to promote to a full post (since I expect only some of you read comments.)  Pascal linked to a presentation he used to moderate a panel on Best Practices for Running a Board Meeting.  Excellent stuff.