How to Run a Startup Board Meeting

From Payne.org Wiki

There are no firm rules for running board meetings at early stage startups. The CEO needs to find a format that works for him/her and the board. It's helpful to settle on a consistent format. This helps keep the meeting focused, as board members know at which points on the agenda certain items will come up for discussion.

Board meetings needn't be formal; they just need to get the work done.

Contents

Purpose of the Board

It's important to remember the board’s primary purpose: to hire (or fire) the CEO. The board really only makes that one decision at each meeting.

A secondary purpose is advising the CEO and management team. In a well-functioning board, the directors give advice and opinion, but the CEO and team make the decisions (which might be against board advice, but they’ve got to live with the consequences). The board does not set the plans, objectives, goals, or strategy; instead, the CEO develops these, and presents them to the board for discussion, feedback and (possibly) approval.

Finally, the board formally approves certain business items (as dictated by the company by-laws and investor agreements), such as: stock and option grants, 401(k) plans, compensation for executives, etc. Also, in smaller companies, board approval may be needed for any obligation above a certain threshold (e.g. $100k or $250k). If there’s a question about an item needing board approval, it’s best to err on the side of caution and get formal approval.

Scheduling

Schedule board meetings well in advance (e.g. 6-12 months out). Many VCs are on 5-10 boards and are impossible to schedule on short notice.

Avoid Mondays (the typical day for venture firm partner meetings), and Friday afternoons. Most meetings are 3-4 hours long.

Meeting cadence varies based on company stage and the amount of "stuff" gong on. Early stage companies may have meetings monthly, falling back to every 6-8 weeks (e.g. twice a quarter).

If you are managing to quarters, note where meetings are scheduled with respect to quarter boundaries. If you have a meeting on Sept 20th, you'll be grilled about how the quarter is coming together.

Venue

Meetings should be at the company whenever possible. This gives the board a "feel" for the company, as well as access to anyone on the team that might be needed during the meeting. You will be discussing confidential stuff; you usually can't have it in an open area.

Some VCs like to have the meeting at their office, for their convenience. If the company has adequate conference space, push back.

Prep & Board Package

Send the agenda and any presentation materials a 2-3 business days in advance. Send it too early, and it will get set aside to read later (and frequently forgotten). Send it too late, and the board won't have time to review.

Set the expectation that board members read the complete package before each meeting. It’s OK to send out preliminary data in advance (clearly noted as such), and hand out the finalized data at the start of the meeting.

NOTE: board packages form a documentation trail for the company. It's not uncommon for acquirers or follow-on investors to request a copy of all board packages as part of their due diligence process.

Also, pay attention to how much time you (and the team) are spending preparing for the meeting. If you’re investing a lot, you’re probably mixing the meeting prep work with underlying strategy & planning work. That’s OK, as long as you know it’s happening. But it’s not good to let important planning work slide because you don’t have a board meeting to force it.

Also, after a few meetings, you should find ways to streamline. For example, with a semi-standardized business update section, each team member can update their material, instead of reinventing a way to present the information each time.

Finally, in the material itself, focus on the key headlines (with the detail available, if needed). Highlight insights, implications and outcomes. The board members obviously know the company, but they're removed from the day to day details. Many CEOs fail by getting too far into details, robbing airtime from key items.

It's also important to get in front of issues and opportunities. All companies have problems: the meetings that don't feel great are the ones where the directors are pointing out things the team should be on top of. Also, avoid surprises; if there's really bad news, socialize it with the board beforehand.

Attendees

The CEO, directors, and any observers should attend the entire meeting. The CFO and/or company counsel may be present for some (or all) of the meeting, and s/he usually records the minutes.

The management team should attend for parts of the meeting, as needed and dictated by the agenda. It’s good for both the team and directors to interact directly. However, it’s not a great idea to set an expectation that team members will be present for the entire meeting, or for every meeting. Inevitably, there will be a discussion about a team member and it will be conspicuous and delicate when they are “un-invited”.

A Suggested Agenda

Here’s an agenda format I’ve used that’s worked well.

Part I: Board business

  • Approve minutes from last board meeting
  • Discuss and approve any pending board resolutions
  • Approve option grants, equity grants
  • Any other items needing board approval

Team Present: CEO and CFO

Time: 5 to 50 minutes

Part II: Business Update

A review of the business against plan/goals (as appropriate): bookings, revenue, registrations, traffic, conversions, key metrics, cash flow, balance sheet, burn rate, balance sheet, hiring/staffing plan, development plan, etc.

Highlight shortfalls or areas of concern, along with plans to rectify or remedy.

It's best to settle on a semi-standardized format with 5-10 core slides, making it easy to update for each meeting and for the board to track progress.

Time: 30-60 minutes

Team Present: CEO, CFO, and management team (or the operational-centric team members)

Part III: Main Course

This the place for the CEO and team to get feedback, advice, and approval (as needed) on whatever the most important business or strategy issue is facing the company.

Team Present: CEO and management team (as needed)

Time: 1-2 hours

Part IV: CEO Wrapup

This is time for the CEO to get candid feedback. I suggest doing this only with the CEO, so there’s always time in each meeting for direct, unvarnished discussion. After a few hours of strong personalities competing for air time, this is also a chance to hear from everyone: consider polling each director in turn to share their thoughts.

Also, consider some scheduled time for the directors (only) to talk amongst themselves, with the CEO coming back afterward for feedback.

Time: 15-60 minutes

Team Present: CEO only

After Meeting

It's common for issues to come up during the meeting that need followup or additional investigation. It's really helpful for the CEO to send a short email some time after the meeting (a week or so), tying up any loose ends.

Finally, it's helpful to occasionally ask for feedback about the meeting itself. For example, ask directors about what sorts of reporting "dashboard" they'd like to see in each meeting.

References

Related writeups:

Personal tools