Five-minute general counsel: how to structure a board meeting

Fred Wilson of Union Square Ventures wrote about his board meeting and ugly travel schedule some time ago. It’s refreshing to hear him talk about being excited to go to board meetings. I’ve sat in too many where a VC (even a monster big-name guy) ended up talking about the format of financials being presented rather than the critical sales pipeline issues facing the company. That’s what junior folks at a venture firm should be doing as well: channeling portfolio company reporting into preferred formats. I think that the lead investor should basically give/mandate an initial board presentation structure to the CEO that can evolve over time.

Startup board packages should be 80% straightforward, easy to update materials: financials, sales pipelines, technical milestone progress, option grants, etc. — it’s data/information. The remaining 20% is what the management team should be working on — knowledge & questions. That 20% will vary from company to company, from VC to VC even, but it will almost certainly revolve around these three major themes:

  1. the allocation of capital (of all kinds) across the strategic and tactical opportunities in front of the company
  2. the status of execution against the opportunities being pursued
  3. the identification of any roadblocks to execution and success that the board can affect

Sharing the weekly version of your 3x5x15 staff planning tool is one simple, low-overhead way to keep the board apprised of ongoing developments without overloading them with details or inviting discussion on minor points.

Focusing on giving the board decisions to make, rather than topics to discuss, will make everyone more productive, improve the quality of the interaction, and improve overall results. There’s no issue that can’t be handled in a single meeting that should be brought up for discussion in the meeting; what this means is that as things percolate, the management team member responsible needs to write up an information brief to highlight the concerns and issues. (Yes, it has to be written, e.g., in a document, not a presentation, to clarify the message with the appropriate level of detail and background and allow it to be digested over time.) Then, once the informal discussions, generally outside of the board meeting schedule, have taken place, someone should write up and present a decision briefing, the purpose of which is to give the board the issues, a recommendation, and seek a decision. This structure works wonders in clarifying issues and bringing ideas together.

Decide, don’t discuss. That’s the way to rock a board meeting.

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