What Should You Discuss at Board Meetings?
Many VCs, including the fund at which I work, ask for a Board seat when they invest in a startup. It’s useful for CEOs to think about why investors value this right and how that intersects with their interests. Fundamentally, investors want a Board seat for three reasons:
Board-level decision making: Both by corporate law and via the standard transaction documents, certain corporate actions require Board approval. A seat on the Board gives investors a direct vote.
Information: Although large investors usually have some right to information, the Board is typically given much richer detail including verbal overlay.
Affecting the outcome: Startup outcomes, both positive and negative, can often be traced to strategic decision making that is first established, communicated and decided at the Board level. It’s very possible to add value outside a Board role, but the Board gives a direct path to affecting some of the most important decisions.
As CEO, you should care about the Board-level decision making because it affects major decisions like compensation and governance, but where you can actually move the needle for the business is improving strategic decision-making by leveraging your Board well. The venue to derive this value is the Board meeting. Ideally, Board members will bring their “A game” to every meeting. But the reality is that often the quality of the meeting is a direct result of the agenda and materials.
My crude barometer for Board meeting quality is the number of times participants disengage using tech. Either looking at their phone, checking email on their laptop, or turning off their camera from the zoom.
To avoid this, make your agenda and materials focused on three categories:
Advice (What you want to talk about): Running a company can be lonely. Get insight and opinions from your trusted advisors. What are the key issues? What keeps you up at night? What are you missing that someone with a wider lens might see?
The best meetings will focus on topics in this category.
Update (What you need to talk about):
Preferences: Board members will want to be regularly updated on a set of topics to understand how the business is developing. While your business will obviously change over time, you want to try to keep consistency in what you report so that you can track progress on a like-for-like basis. Avoid turning updates into exhaustive laundry lists and just focus on representative outputs. These preferences change from company to company, but usually include:
Goals for the next BOD meeting and achievement of goals from the last BOD meeting
Progress/Status on KPIS
Financial Results in the Quarter
Obligations: Topics that the company is obliged to report to its Board. If a Board member learned about something significant from an outside source, would they be shocked you hadn't informed them? This can be both major legal items (lawsuit, regulatory inquiry) and major risks to the business (key customer churn, security breach).
Approval (What you need to do): Company actions that the Board must approve. These can vary depending on the deal, but usually the Board must approve an annual budget, minutes from the last meeting, and any action that affects equity (e.g. options approvals, issuing warrants, etc.).
The most common mistake companies make is over-indexing on the Update. Operators are proud of the work they did in the quarter and want it acknowledged. These accomplishments are important, but not everything important is the best use of time for the Board meeting.
Before hitting send on the Board deck, go page by page and test it against these three categories. If a slide doesn’t fit into one, delete it. If you love it too much to delete it, make an appendix.
Beyond content, timing also matters. Always send Board decks at least 24 hours in advance, ideally 48. This allows you to spend less time reading the information on the slide and getting first reactions and instead converse about the implications with people that have had time to mull it over. It’s better to send it in advance with 1 slide missing that you add the day of than wait until 2 hours before the meeting to send it.
After Board meetings, ask for feedback on the materials and refine. Start with, “Was there anything we could cut?” and “Was there anything missing?” You don’t need to do this every quarter, but as Board dynamics change (new Board members, new business focuses, new sr. execs) it’s helpful to reassess. The best decks drive great meetings and great meetings give founders better clarity and improved insight into their business.