Most of your board members will be VCs who invested in your company. They may be brilliant strategists or operators, or alternatively just have a bunch of money that came bundled with a board role. I would always take a lower valuation in order to work with a board member or VC partner I really like, rather than a higher valuation and a lesser board member. Remember, when a venture capitalist invests in your company it is the fund investing, not the individual partner. This means that funds typically have the right to swap out the partner that sits on your company’s board. While you may start off with a senior partner, you may someday find a junior, wet-behind-the-ears, brand-spankings’ new VC as your board member. This junior partner will probably start attending as a board observer or just start showing up with the senior partner, who will say she wants to add “more bandwidth to your team from our firm.” If you do well as a company, this will indeed be the case. However, if you do poorly, then the venture fund has someone less valuable they can swap in to save the senior partner’s time. This junior partner will be less able to help you and will effectively get trained by you and your other board members.
For a young business, the first Board meetings typically focus on establishing the rhythm for future meetings. It is important to develop a rapport with each Board member, review the logistics of how meetings will be organized and what the overall goals are for the first year of operation. There are also a variety of logistical things to get through, so the first meetings become important towards meeting a variety of governance requirements. The following highlights many of the key objectives you need to be prepared to address in the first few Board meetings:
1. Setting dates for first year of meetings -- An often-complicated process to find free time on calendars but the sooner you lock down the first set of Board meeting dates (and location), the better. Avoid a scenario where you must juggle business events to accommodate an as-yet scheduled Board meeting. You may want to have as many as 12 meetings in the first year (e.g. monthly) alternating between conference call events and face-to-face. Generally, the more you meet face-to-face the more productive the meeting tends to be even though they take longer to hold. If some of your Board members are out of town, this may not be practical -- make sure you have excellent conference call facilities, and all materials are available well in advance.
2. Role of secretary -- Someone needs to have the role to memorialize (e.g. write down) what transpires in a Board meeting. It can be any Board member or 3rd party although using a team member such as an administrative assistant is uncommon given what is often discussed. Sometimes your financial officer is a good candidate or someone from your lawyer’s office. It's a myth that Board meeting minutes are detailed documents capturing all conversation, they tend more to be a way to record any decisions that are made, such as approving the business plan, granting stock options, etc. Less is more tends to work here.
3. Business plan approval -- It might take a few meetings to get through this but make sure your first-year business plan is reviewed and approved by the Board. It should define cost envelops for each operational area, headcount plans, revenue goals and show cash balance. An approved plan provides more degrees of freedom for you to manage the Company. If unapproved, you may find yourself having to seek approval for even the smallest of decisions. The plan will likely become the basis for measuring success so be sure you are confident in your ability to achieve it. This is not the time to be overly optimistic, you have the investments in place, so now you are defining what you can achieve and are willing to be accountable for.
4. D&O (Directors and Officers) liability insurance - Most company Directors will be looking for liability insurance so they are financially covered for any sour moments that may rise up (e.g. lawsuits). If not a requirement of closing the first round of investment, it will likely be one of the first things you need to explore and secure as part of the first Board meeting. It is not awfully expensive, and you can leave it to the Board members to accept the policy details. You want D&O coverage for yourself as well given how many aspects of the business operation the CEO is legally responsible for.
5. Banking and financial logistics: You need to formalize how the Company does its banking. This is one of the most important aspects of governance in terms of making sure nothing funny or unusual is going on with the way the Company manages its finances. You may need to bring forward a few proposals from different banks to see what types of small business services are available, fees for various types of transactions, investment strategies for positive balances, loan practices, etc. Present your research and make a recommendation. Even if you already had a bank account established, present the details of the bank offerings so that the Board is aware of what you are doing.
6. Signing authority: Formalize what types of banking transactions and other decisions require Board approval. Normally anything within the established business plan is under CEO discretion, anything outside requires Board pre-approval. It is also common to establish a value threshold (e.g. above certain $$) which triggers Board involvement. Do not view this as meddling -- it's prudent to make sure someone else knows where the money is going and can perhaps pause a large expenditure to make sure it is being made on a business-sound basis.
7. Stock option plan: The Board needs to approve the details of the stock option plan (assuming you will be granting common share options to employees). The plan itself is normally prepared by your lawyer and would include all the intricate issues related to the plan structure. Some investors include their plan conditions as part of placing an investment, so the plan documents need to line up appropriately. This process also includes defining the details of a 'standard' grant of options, such as length of term, vesting schedule, etc. Nowadays it is also prudent to review and approve the strike price for options often using a 3rd party evaluation source.
8. Initial stock option grants: If you are planning to grant stock options to your first employees (or perhaps the Board is granting the founding team (you) some), these need to be approved by the Board. It is a simple process whereby you identify the list of grants including the start of vesting period and the terms that govern them (usually a standard set of terms defined in the plan). They are noted in the minutes making them official. You can follow up with relevant paperwork later (not too much later as you do not want to fall behind, nor do the employees who feel paperwork formalizes the grant). Stock options is one of those things where timeliness can matter, especially as the Company value starts to change.
9. Presentation templates: Propose or get from the Board the templates that need to be used for standard Board materials. If this is your first time as CEO, one or more of your investors will probably have some samples for you to look at. The more everyone is aligned with the template, the more likely you are to have a well-run and fruitful Board meeting. The templates would cover how to review monthly business updates, sales forecast, important operational issues, etc.
The sooner all the above is out of the way, the more you spend time with the Board on strategic issues. After about the 3rd Board meeting you should be seeing some rhythm develop which helps generate the value-add feeling Board meetings should provide.
The questions will be answered by you CEO because the VC and even the company is under your protection. To make a VC meeting effective, the CEO should try to do the following prior to the meeting:
1. Send out the board deck and other materials at least 48–72 hours before the meeting. You want people to have a chance to review it in advance.
2. [If you have three or more non-founder members only] Call board members in advance for a 30- to 60-minute 1:1 briefing. This allows board members to give input (and, in some cases, vent) in advance of the board meeting.
3. [If you have multiple board members only] Plan a board dinner the night before, or lunch/dinner right after. While optional, these dinners are an opportunity for board members to form bonds with one another and potentially with you and your team in advance/after the meeting. This works best if your board members are from another geography and need to fly in—otherwise they may not have the time or interest.
Once you are in the meeting proper, it will likely include the following items:
1. Board business. This should be short. Get it out of the way quickly.
2. Big picture summary. A short, high-level overview of the state of company.
3. Quick review and discussion of key metrics. You will want to pay particular attention to those metrics that impact company strategy. These metrics should all have been in the slides sent out 48–72 hours earlier.
4. Follow-up items from last meeting. You can also do this section after the strategy topics. Really what you want is a large block of time to focus on strategy.
5. Discussion of 2–3 key strategy topics important to company. These topics and background on them should have been in the slides sent out 48–72 hours earlier.
Besides if you do have any questions give me a call: https://clarity.fm/joy-brotonath