By Louis Lehot of L2 Counsel, P.C.
Companies that have secured capital through a formal venture capital fundraising round and have established a board of directors that includes one or more venture capital partners must make certain considerations as they prepare for formal meetings of the board of directors.
Board meetings allow the relationships between the company and its outside investors and experts to be both positive and productive. These meetings enhance constructive feedback regarding company objectives and decisions. This article presents considerations when structuring and running a board to drive valuable discussions and form trusting relationships between stakeholders of a company.
Setting the agenda and scheduling the meeting. No set guideline regarding agenda content and board meeting frequency will suit all boards. There is a fine balance between keeping the board engaged in the matters presented without the time commitment for preparation and attendance becoming unreasonable. Are biannual meetings too little? Monthly meetings excessive? This depends on the objectives of the board. Overwhelming the board with detail and an overly long agenda will drive members to become inattentive, while a short meeting may be unnecessary and inconsiderate to board members’ often busy schedules. Ideally, the meeting’s agenda should be able to be covered in 3 hours or less, and set and scheduled at least 12 months in advance to respect board member’s schedules and other commitments such as serving on additional boards.
Creating the board deck. To prepare for the board meeting, members expect to receive a detailed presentation in advance that highlights the key points that will be covered in the meeting. While there is no set template for the board deck, you want the deck to read in a manner that follows operating and financial metrics of the company in the period since the previous board meeting. The following is a non-exhaustive list of topics that may be set out in the board deck and used to keep the meeting focused: highlights and milestones achieved in the period, lowlights or areas of concern, essential matters focused on by the CEO, R&D, sales and marketing, customer satisfaction, legal or HR matters, headcount, and options granted and amounts remaining in the pool. An item that should be present in all board decks is a financial summary of the period, covering capital on hand, capital projections, and a calculated prediction on when the company may cash out shares. Counsel should include draft resolutions for matters where board approval is necessary. This includes legal matters such as option grants or executive compensation, for example. Finally, do not be reserved in your requests from the board – they are your connection to acquiring new talent, customers, and partnerships.
Updating the board is an ongoing process. To have a successful board meeting, board members cannot be surprised with negative business developments. While the board meeting is the time to discuss concerning matters in detail, board members should be updated with any unanticipated developments as they occur in real-time, or at a minimum of 7 days in advance of the board meeting. Having your board members remain informed is key to ensuring the board remains effective. Furthermore, providing the board deck well in advance of the meeting poises your board members to be more involved as they have been given the time to review the material and prepare questions and advice to bring up in the meeting. A failure to update the board in an ongoing manner regarding concerns or provide the board deck with sufficient time for review not only impacts how effective your board meeting will be, but also reflects poorly on the company for lack of organization and disregard of the board’s time.
Addressing the board effectively. The board meeting should give members a high-level outline of matters concerning the company, without including unnecessary details. Creating and following a board deck that is succinct will allow the meeting to be an effective and efficient use of time for both the board of directors and the company’s management team. All key members of the management team should be present at a board meeting and present in a candid and measured manner to maintain the confidence of the board. For the board to provide the most effective feedback for the company, the company must impart candor and demonstrate the quality of the leadership team.
Managing working and closed sessions with the board. Working sessions with the board are a great way to get feedback on critical issues and get the board’s support on major decisions. Working sessions can help target specific topics where the company may be excelling or struggling and requiring the board’s advice before proceeding. Examples of topics that could be covered in a working session with the board include product definition, pursuing or re-evaluating partnership opportunities, or any additional business challenges the company is struggling to solve. Closed sessions of the board are another great way to generate feedback from the board. Outside the presence of the company’s management team, the board can communicate feedback on management and other issues before sharing their thoughts with the company’s management team.
Following up on concerns and developments. If the board is engaged during the meeting, they will be asking questions, suggesting research in certain areas, and advising on tasks that should be completed. To provide accountability, a follow-up on the list of suggestions should be included on the next board meeting’s agenda. Additionally, if any legal concerns are raised by the board, counsel should be present to answer questions and take notes. For the majority of companies, this will come at no charge from counsel. For late-stage companies, however, counsel may charge to prepare legal minutes and resolutions to the board.
Building and maintaining your relationship with the board. One of the first and foremost functions of a board meeting is to build meaningful relationships based on trust and transparency. A company may consider other activities, such as a dinner or showcasing a star employee, to show the board the company’s culture and enhance their relationship with the board. Being able to maintain a positive rapport with the board will ensure a longstanding relationship that can span across numerous companies and sectors. Relationship building should be one of company’s top priorities, and the board of directors is a great place to begin.
Maintaining an effective board of directors is an asset that can be critical to a company’s growth and success.
Louis Lehot is the founder and managing partner of L2 Counsel, P.C.
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