By Amy Errett, Partner
There are, of course, many critical decisions an entrepreneur must make during the long process of transforming an innovative idea into a profitable global company. But perhaps no decision is more important than choosing the right Board of Directors. And choosing your board members is just the first step – you’ve also got to work effectively with them at every step of the way to leverage their insights, knowledge, and connections.
One of a venture capitalist’s key roles is to help their portfolio companies build great Boards of Directors. At Maveron, we’re committed to offering hands-on guidance at every step of the company-building process, and one of the ways I personally get involved in each of my investments is to both serve on their Boards of Directors and also recommend other high-impact members.
The right Board of Directors offers an outside perspective on – and often personal experience with – execution and growth issues, strategic direction, and key hiring decisions. Your board should not only offer strategic guidance and vision, but also be willing to make introductions to potential hires, partners, customers, and investors. As an entrepreneur, you need involved and supportive board members you can lean on during the first years when you don’t have full management teams in place, but also board members who have the expertise to guide the company in later stages through growth, partnerships, acquisitions, and potential exits.
Some of the key issues board directors should be involved in include: selecting the right management team, compensation and how it’s linked to actual performance; the right strategy at every stage; and monitoring company health, strategic planning, setting key objectives, performance and risk.
I’ve sat on both sides of the board table – as a CEO and as an outside director – so I’ve been involved in my share of “boardroom dynamics.” Finding board members who work well together and have synergistic skills is critical to creating a powerful, cooperative board. To be effective, directors much gel as a group; there must be mutual respect and trust among directors and management. Every director should feel comfortable adding to the discussion .Also, finding the right team who is supportive to the CEO and management is essential.
When setting out to create a “dream team,” the first step is to make a list of the types of expertise you need. Of course, you want executives who know your business inside and out, and who have built companies in the space from the ground up. You also want connected partners who will introduce you to key players. But you may also need access to very specialized expertise that only a few people possess. Work directly with your venture investors to get the right people around the table.
Secondly, make sure you get the right types of board members. There are two main types, in my opinion. The High Maintenance Board member wants to get involved in every aspect of your day-to-day business. Avoid these people, because they will waste the CEO’s precious time and will distract management from executing on important goals. You don’t need the organizational confusion of board members who act like part of the everyday executive team.
The second type of board member is the Value Add Board Member – and these are the folks you want. These people bring focused expertise to the table, jump in when asked for advice or when they believe they can add real value, but leave the day-to-day operations to the CEO and his or her management team. These board members help you tackle the larger business issues, but don’t meddle in your operations on a daily basis.
How do you tell the difference between the two types of potential board member? That’s one place your venture investors can help –because they likely know your prospective directors personally or have at least run across them in their network.
Here are five strategies I’ve used with portfolio companies to help them build great Boards of Directors.
Define the Rules of Engagement. Before asking anyone to join the board, make sure to clearly define what participation will entail. Draw up rules for the norms of behavior required to achieve productive dialogue, such as guaranteeing that every member has a chance to speak at each meeting, how decision-making will work, and how discussions will be recorded. Craft a board plan that enables everyone to contribute their unique expertise and viewpoint, but also maps out how you’ll come to a consensus. Lively debates should be encouraged, but it’s important to stick to key issues to lead to consensus and closure.
Conduct an Annual Board Evaluation. Boards should have a plan in place for an annual self-evaluation. How is the team working together? What problems have arisen? What’s working and what’s not? Has feedback been collected an acted upon? Make sure to regularly measure how the board’s implemented recommendations have impacted your business, both positively and negatively. Ask yourselves the hard questions, because a board’s self evaluation should uncover the real issues that inhibit effectiveness.
Proactively Manage your Board. Neither the over-zealous board member who wants to direct every decision, nor the slacking board member who doesn’t participate, are assets to your board. Don’t be afraid to approach members who aren’t contributing in a beneficial way to discuss ways you can work more effectively together. One way to approach sensitive conversations like is to host social events, such as a board dinner, before or after a meeting to talk through issues that impact working relationships. If things still aren’t working out with a board member, think about asking that person to leave, if possible.
Clearly Communicate. Clear, open, and regular communications are vital to the health and functioning of your board. Information should be focused, timely, and digestible. Don’t send out an 80-page deck with financials the night before the meeting. You can’t expect directors to stay up to speed on your business the way the management team does, so present them with the main facts and updates in a short document. The most important rule of board management is to not surprise them – make sure they know everything important that’s going on, good or bad. And, lastly, don’t bullshit your board. If you are stumped on a next business move, admit it. Tell them you’re searching for an answer and ask for their guidance and advice.
Focus on Substantive Issues. A CEO’s job at board meetings is to keep the discussion focused. Busy directors will appreciate you keeping things on topic and on time. One way to keep the focus on important issues is to present potential solutions – not open-ended questions. This way, you get their immediate input on your concrete business ideas. Don’t let your board spend too much time talking about minor issues or get bogged down in compliance – and then become rushed when it comes to the real opportunities to add value. Always present a simple agenda with only substantive topics, and get closure on each topic before moving onto the next. Keep all administrative matters for the end.
In the end, creating a stellar Board of Directors is part science, part art. Entrepreneurs should lean on their venture investors to help create the best Board possible – because the right Board makes all the difference in growth, market reach, and business success.