Bored Of Directors (continued)

I did a few posts on this topic back in 2004 when I was just starting to get this blogging thing.

the original

the followup

the second followup

These posts were inspired by my friend Brad Feld's initial post on the same topic.

So it's not surprising that when Brad, Amy, The Gotham Gal, and I got together for dinner in Paris this past weekend, we got to talking about board meetings. Brad is frustrated with them. I am too. There is too much reporting and not enough discussing going on. And there isn't enough face to face interaction.

One of our portfolio companies has a board of five and the directors are in three locations. Last month we had a meeting where all but one of the directors was in the room. It was the best meeting we have had in close to a year. Near the end of the meeting, I put a fairly meaty strategic topic on the table and we did not have enough time to do it justice. The founder/CEO suggested we reconvene a few weeks later with everyone in the room.

That reconvention happened last week and we had every director in the room and no agenda. We got right to the "big meaty strategic topic" and talked it over for two hours. That was a terrific meeting, by far the best meeting we have had in the company's history.

So what can we learn from this story?

1) get everyone in the room

2) less reporting

3) more discussing

For this to work, the board has to commit to face to face meetings. The CEO has to keep the Board up to date in between meetings so reporting doesn't have to happen in the meeting. And the Board needs to understand the business and the market well enough to be able to have a substantitive discussion about the key issues the business is facing.

None of these are easy to accomplish. Everyone is busy and not enough investors make the committment to understand the business well enough to participate in a serious strategic discussion. If anyone is to blame for bad board meetings it is the VCs and other non management directors who are not doing their jobs well enough. And I plead guilty as charged in this regard. I can and should do a better job as a board member on many of the boards I am on.

But ultimately it is the entrepreneur's board and the entrepreneur's problem. They need to call bullshit on bad meetings, bad boards, participating by phone, and so on and so forth. And everyone in the startup sector should wake up to the fact that too many board meetings suck. We can and should do better. For our companies, for our management teams, for our investors, and for ourselves.

#VC & Technology

Comments (Archived):

  1. bfeld

    I think calling bullshit on bad meetings is #1 and bad boards is #2. Once you cut out the bad meetings, it becomes really apparent if you have a bad board.Having spent the last two weeks having almost no meetings I haven’t missed a thing. And I haven’t missed having meetings. And my engagement with the things that matter is higher than ever, plus I have time to breath.

    1. fredwilson

      great point brad. fix the meetings first. then fix the board if that isstill an issue.

      1. Guest

        How does a Founder/CEO “fix” the board, when it is comprised of the investing VCs? Particularly after an A Round, dealing with your investors, or asking for a new representative from the firm, is dangerous waters. Not to mention extremely distracting from the real work that needs to be done. 

        1. bfeld

          It’s tough to do, but can be done especially if you have another strong VCdirector who recognizes that the VC in question is weak / not-constructive.Ultimately you have to be very delicate, especially if the VC that isbehaving badly is a senior partner at his firm.The best way to “fix a board” is to do it in conjunction with a financingwhere you change the structure as a result of a new investor coming in.However, as the CEO, you can also change the tone / tempo of the boardmeetings by being direct with your board about what you want to dodifferently. In this way you are taking steps to fixing the board, even ifyou aren’t changing the people out.

          1. Jimmy Thompson

            Everyone is missing Fred’s point: It is that email, wasteful meetings, etc. all lack a personal touch and are ineffective.At our company, we limit ALL employees communication method when bringing in new deals and force employees to meet one on one.Guess what? We close 80% of all deals.

          2. Marcosardi

            The CEO reports to the Board, not the other way around. Yes, the CEO needs to manage her Board, especially if she is also the Chairman. But she also needs the support of her investors, and they most the time happen to be the Board members. The CEO can set a framework for the Board meetings, but it’s up to the Board Members to set some rules for themselves. The lead investor can set the rules here, he is the one with the stick.

          3. JLM

            In life, we do not get what we deserve we get what we negotiate.Everything is negotiable.Remember to always negotiate and never miss the chance to get lucky.The CEO will ultimately control the Board meetings if he ensures there is a written agenda, has a very comprehensive Board meeting book, ensures the Board book is distributed no less than 4 days before the meeting and calls each Board member before the Board meeting to ensure they have gotten it, read it and give any initial feedback.Boardmembers, like Airedale puppies, will ultimately be loyal to whomever feeds them.Wage a long campaign to develop this dependency and milk it.  It takes time but it works always.  All ways.

          4. Mark Essel

            Every time I read this advice (a few times from you now) I appreciate it a little more (few more grey hairs). But rough times have a way of making a fellow trigger happy and accepting an early offer.

          5. JLM

            Back in the day, I was an explosives guy.  I taught soldiers — my soldiers — how to use explosives.  A bit dangerous but something that usually caught their attention.I could teach anyone — draftees in those days — how to handle explosives and use them effectively.But I had to know what I was doing and then had to train them a bit at a time.I think many business issues — in this particular discussion, board meetings — are trainable moments.You can train the group to the outcome if you have one single boardmember who knows what the desired outcome is (this is where gray hair useful), who is a trainer and who will diligently advance the cause.The most elite units in the world start with the same raw material as the jake leg units, they just have better leadership and training.I think Boards are completely trainable.  I’ve been doing it for 30 years and I know it works.

          6. sigmaalgebra

            That’s another example of why this blog is one of the best sources of business information on the Internet.Can’t pay for such stuff; can only get it for free, and to some extent this situation stands to ‘generalize’ for Internet ‘new media’.’Journalists’ just don’t have, can’t extract, and, with their ‘mass media’ orientation, fundamentally don’t want such information.Too bad have to filter through 99 44/100% to get the good stuff; need to do something about that!  Can’t find such stuff just with keywords.  So, how to construct and manipulate the crucial ‘meaning’ of content?  Hmm ….I’ve been terrified of getting a Board, and with Fred’s”I put a fairly meaty strategic topic on the table and we did not have enough time to do it justice.”I’m even more terrified:  I’ve been in a LOT of business meetings, and the results in the meetings on anything “meaty” were brain-dead, ugly, and from useless down to destructive.I long since concluded that, with some really rare exceptions, the IQ, knowledge, understanding, etc. of a meeting is somewhere south of the minimum of those attributes of the participants.I did get one lesson from my father in law:  Just say next to nothing in the meeting and avoid the debate until the end and there present a well considered remark that swings the meeting consensus at the last moment.For anything “meaty”, the only hope I’d see of any result that was constructive and really the product of the meeting and not well understood and mostly agreed on in advance would be a series, over some days, of carefully WRITTEN thoughts, deliberately presented NOT in person, much like an on-line forum, with solid arguments and supporting documentation; here I’ve seen too few examples.  If a topic is important, then I want to see the discussion in black and white on a page.I’m failing to see just why on a “meaty” topic a board meeting is much different than controlling an ocean liner by putting the Captain’s dinner table on the bridge or flying a 747 by putting the first class passengers in the cockpit.The bfeld remark above:”However, as the CEO, you can also change the tone / tempo of the board meetings by being direct with your board about what you want to do differently.  In this way you are taking steps to fixing the board, even if you aren’t changing the people out.”and the JLM remark above:”The CEO will ultimately control the Board meetings if he ensures there is a written agenda, has a very comprehensive Board meeting book, ensures the Board book is distributed no less than 4 days before the meeting and calls each Board member before the Board meeting to ensure they have gotten it, read it and give any initial feedback.”are life preservers to be grabbed at in stormy seas.In particular, “fix” the board, “control” it.  Sounds like synonym for ‘neuter’, ‘alter’, or ‘snip’ the board!If a board could have a really constructive discussion for two hours on a “meaty” topic, then terrific.  But I’m “reticent”.  No, I’ve never seen such a thing and am terrified of the potential for something really destructive.I’m reminded of the advice to limit topics to health and the weather and avoid sex, politics, religion, or money.Hearing a “meaty” topic, after about 10 minutes I’d be tempted to say,”That’s an important topic and one that needs careful consideration but, thus, is a bit too challenging for what we are well prepared to address and do justice to here.  Let’s take this topic off-line.”I would guess that 99 44/100% of the time the topic would either die or result in just a 1-1 discussion between the CEO and the person raising the topic.  Then maybe, just maybe, prepare a discussion paper and pass it out with the materials for the next board meeting, hopefully after the decision has been made and cast in concrete.If a board meeting is to address a “meaty” topic, then I’d suggest doing a review of some code for separating legal URLs from malicious input, e.g., via SQL injection.Sounds to me that in a small company should start the board meeting with two cases of well iced Bud long necks and chips and dip and, in a large company, two cases of well iced Montrachet and cold, poached, stuffed lobster followed with apple, cherry, and peach tarts with whipped cream and a case of well iced Asti.  In both cases, the refreshments should be served by some selected employees of Hooters. 

        2. write essay

          Man question isn`t rigt shou shoud hve some avidens!

          1. fred wilson


          2. fredwilson

            Word word

        3. ErikSchwartz

          Bad board members (especially investor reps) are tough to get rid of, even more so if things are not going awesome.This is why doing proper diligence on your investors before you take their money is so important. Find the CEO of a failed company that the investor was on the board of and ask them how the investors were when things were not all rosy and optimistic.

        4. ShanaC

          can you fire a board member?

          1. JLM

            No but you can get a Board to discipline its own members if you are forthright and courageous.Remember to always pick the RIGHT fights in life.I would simply wire around a Board member rather than picking that fight.

          2. ShanaC

            Thanks JLM

          3. jonathan taylor thomas

            shareholders own the corporation and thus may generally remove board members by vote. the mechanics should be set out in the articles of incorporation.

        5. fredwilson

          Super hard. Pick your investors wisely. Don’t give contractual rights toseats.Best time to fix things is the next round

      2. Guest

        @fredwilson:disqus and @bfeld:disqus I know it is harder to discuss more atmospheric issues via the written word (hard to explain the vibe & feel of a location sometimes) but I was wondering what thoughts you two might have, and can share here, regarding the atmosphere of the boardrooms in the consumer internet startup space.From what little I can gather it seems like many times the Founders/CEOs are 2nd time entrepreneurs or have gone through an accelerator program, etc. The result is that the relationship between the Founding CEO and some of the investors and board members might be extremely collegial. How does this play into some of the issues Fred brings up in this post, and that Brad has brought up in previous posts? Does it? Is the culture too informal at times? And could this play a role in some investors not wanting to do some ‘homework’ upfront?

  2. goldwerger


  3. Pascal-Emmanuel Gobry

    Also: no blackberries!

    1. JimHirshfield

      Just iPhones and Androids???  😉

      1. Pascal-Emmanuel Gobry


    2. ShanaC

      Does it matter as long as google voice exists?

  4. Fernando Gutierrez

    Many of recommendations you make can be applied to every meeting, not only board ones. Reporting done before the meeting and proper preparation should always be mandatory. The contrary is wasting everyone’s time.

    1. RichardF

      yep the non-execs should have read and digested the board pack beforehand so that the reporting side can be whizzed through.

  5. William Mougayar

    Well said, and I have been part of Boards where the bad meetings have happened. But the larger the company gets, the fiduciary agenda rises to the top & other items gets neglected. Sometimes, there is a tendency to avoid discussing strategic issues in order to avoid dealing with conflicts & disagreements.But should Board Meetings be used to hammer out strategy? Or is the board of advisors a better forum for that?

    1. awaldstein

      Good point. When I think back to boards of public companies I participated in, the fiduciary components were large, especially for me with marketing and sales numbers.

    2. fredwilson

      I’ve not seen a board of advisors be effective for high level strategyissues. They are good for very specific things though

  6. awaldstein

    My rule of thumb for business life now is don’t waste time and only go where I add value.Seems to provide good direction for me. Sitting through presentations that are process not purposeful are not a great value on either side.That being said, a glass of wine with a CEO I advise may be very purposeful and useful and leafing through financials that I already know, much less so.

    1. Fernando Gutierrez

      I like that, you solve everything with wine :)BTW, the Manchuela Buena Pinta by Juan Ponce you recommended was amazing!

      1. awaldstein

        Wine doesn’t solve problems but it certainly is my connector to people and cultures.Glad you liked Juan. He’s one of Spain’s most interesting winemakers and surprisingly under the radar ( ).

        1. leigh

          you mean wine doesn’t solve ALL problems – you’ll like this – a map of what Don Draper would do – you’ll notice that pouring yourself a drink is the first option 🙂

          1. awaldstein

            Link please. Big Mad Men fan here!

          2. leigh

            lol so me not to put the link –…

    2. fredwilson

      I’m with you Arnold on your ‘go where I can be helpful’ mantra

  7. Robert Thuston

    It’s a good story in “the follow up”.  It has this sense of being genuine and informal, yet constructive.  Face to face meetings, rapport, and blogging about your business to your board all strike me as important.  This is a nice video, produced by GE around 1953, on how to engage meeting members into a discussion at a conference meeting (wine may help as well).6:20 –  “you can block out your conference in advance, you can make your plans, but you can’t really count on them to work, because the big element in any conference is the people, and that’s always an unknown.”…

  8. Tim Huntley

    Fred,The dynamics of my board meetings changed GREATLY when I started having a pre-meeting dinner the night before (folks had to fly into town the day before anyway).  During dinner we were able to deal with some of the questions folks had based on the board book they received a few days earlier.  The next day the reporting piece of the meeting didn’t get so bogged down and we had LOTS of time left for the important strategic discussions….Tim

    1. JLM

      Well played.  Brilliant.

    2. fredwilson

      Pre meeting dinners are fantastic. I mentioned them in one of my posts from2004

  9. reece

    we’ve now had 1 or 2 board meetings. i say “1 or 2” because we haven’t been too official about calling them board meetings… but when we have some meat to discuss, we get together. simple.we spent a ton of time going over product, then our roadmap and some strategic moves to get there. no devices were present, just total face to face focus and when we finished we went out to dinner, where the conversation naturally continued with the rest of the team (as well as some great banter along the way).moral of the story: pick good people to begin with and all of this is much easier.caveat: yes i know it’s a small sample set.

    1. JLM

      On your first dive into the ocean, you may observe it is a bit “wet”.  Small sample sets are often conclusive.The eating together is huge.

      1. markslater

        1. you don’t need board meetings until you do an institutional financing. If you have good legal help, they will guide you through the pertinent decisions as founders.What you need are good advisors, who have skin in the game and WANT to get involved. We now have seven advisors as part of our seed financing. I have every single one in a functional silo, and every single one has invested. I am totally  transparent and open – they can come by and white board whenever they want.I discourage any intro they make that is not directly related to helping me build a great product, or securing money (i don’t need bulge bracket accounting, or strategy consulting help). I have an advisors that has second to none expertise in every business silo. My technical advisor will help me in not tripping up on the CTO hire etc (he actually interviews).My point is – don’t run before you can walk – my law firm at wilmer Hale deal with board governance such as it is – I need money and i need help, and i am transparent in acquiring those two things. you can figure out what my advisors do for me if you look at the about us page. (there are 2 missing).We are having “dutch” dinner in 2 weeks. I’m not paying for it 😉

        1. JLM

          You are describing the development of a product while boards are a function of building a company.There is absolutely no reason to develop the infrastructure of a company until you need one.Crawl, walk, run is always good advice.Make them “flip” for lunch as everybody needs skin in the game.Best of luck to you, you deserve it.

          1. markslater

            Its the most fullfilling phase of building a company. its the wild west phase – and its hard – buts its fun!everyone should start something. 

          2. PhilipSugar

            No credit card roulette is the proper etiquette 🙂  All credit cards to the server.  Either the cheapest or most expensive meal.All pulled out until the last two free.  2nd to last tip, Last meal.

          3. JLM

            I did this at a Smith & Wollensky’s closing dinner once and got out w/out paying a penny.Just made everything taste that much more tasty.So — well played!

      2. reece

        “On your first dive into the ocean, you may observe it is a bit “wet”.”love it.and yes, breaking bread is a great way to really get to know someone.

  10. dave

    Get some smart people with more time on those boards. You’re all stretched too thin. Also there are people who can facilitate these things, make the time work better for all. Of course it is up to the entrepreneur, but helping in this way can be part of your value-add.

    1. fredwilson

      Great point about VCs beeing too stretched dave. So true

  11. JimHirshfield

    It’s in closed beta, but is a solution for part of the problem. It doesn’t get everybody face-to-face, but it manages all the reporting and doc management. So much so that board members can, and should, digest the reports prior to the meeting.I have no affiliation with DeckReport other than it is founded by friends of mine.

  12. BridgetGoodbody

    Question: what about a Board of Advisors? People who help build the content and the product -who are neither business people nor investors. (My company is basically a newfangled publishing company and we need experts to fill in blanks where management and LLC members cannot). Anybody have any advice about how to pay/engage advisors? is there an equity rule-of-thumb? 

    1. GlennKelman

      I have never in my life seen a board of advisers add any value.

      1. ErikSchwartz

        Not in the form of a “board” or a “group”. A CEO needs good external advisers, but this advice usually comes in discrete silos based on expertise. But calling the entire set of advisers a board is misleading.

      2. JLM

        Hell, I have — millions of times.  The amount of advice that is freely floating about in the world is enormous.  Maybe we are talking about different things.

      3. Scott Barnett

        then you’ve had bad advisers.  The right adviser(s) adds tremendous value.  What in your experience have made them so bad?

      4. William Mougayar

        You have to manage them. And I agree with Fred that the 1-1 might be more efficient than group advice with the advisors. They sign up to help you in their own way, and they should. 

    2. fredwilson

      I’m not a huge fan of boards of advisors. I like advisors one on one morethan in a group

  13. GlennKelman

    Great post. The best change we made to Redfin board meetings was to eliminate PowerPoint entirely. We lay out a proposal in a document that can be read in advance, usually 36 hours ahead of time. This benefits the board member but also forces the presenter to be more precise. I ask if everyone has read the document. If someone hasn’t, we wait for him or her to read it. Then we begin with a discussion.We also ban devices in board meetings. If you need to take notes, do so with a pen. If you want to read the materials as we go, use the paper copies we provide. We take breaks every hour or so, but ask for board members’ complete attention while we are in session. When a board member asks to dial-in, we usually re-schedule the board meeting or cancel it; many boards meet too often.What I always wonder about is how you demand performance from any group whose members are very difficult to fire? Redfin has a very good board, but I have seen this be a problem on other boards.

    1. fredwilson

      This is all great advice. I was in a board meeting yesterday where the ceocollected everyone’s phones at the start and gave them back at the end

      1. mike gilfillan

        I did that once, only to find that my lead investors, their recenlty hired McKinsey-type consultant and their Marketing guru (a Fortune 500 CMO) starting passing notes to each other.  Needless to say I was both mortified and completely disappointed in such grade-school like behavior.  This was before the dotcom crash that essentially wiped out both my investors because, in my opinion, they were more focused on the stock market and valuations rather than helping to build real businesses.  I hope this time is different for other young, starry-eyed founders…

  14. Tom Labus

    Boards have horribly exposed in the last 10 years.Some Boards, like Enron, seemed to be blind or complicit to just how the company generated income.The Boards of LEH, ML and Bear should still have trouble sleeping at night.How they have drifted from reality and to get them back is beyond me.

  15. JLM

    You are making this way more difficult than it needs to be and frankly I am seeing a whole lot of immaturity and naivete.  I have been doing this stuff for 30 years and it really is as simple as a dinner party when done correctly.First, everybody involved in any company wants to achieve success — success as measured by making money together and in all the other psychic currencies in which success is traded.  Never, ever lose sight of that objective.  Repeat it often.  Never forget it.  Remind people.If your Board meetings become bored meetings, then you are not focused on making money.  Cause making money is exciting.Do not demonize anyone on your team.  Just get them to play their position and play it well and at an improving standard of play.  Practice hard.  You will play the way you practice.Every Board has to have a leader, appropriate committees, charters (Board, ethics, nominations, audit, etc) and it has to have an “operating agreement”.The Board Chairman has to be the guy who can develop, nurture and burnish the relationship w/ the CEO.  And, it takes work to do that.  He should have a bit of gray hair and more than a few rodeo ticket stubs.If you think just getting folks to turn off their phones and shut down their laptops/iPads is an “operating agreement” then you are in first grade metaphorically speaking.The CEO or Board Chairman has to develop a standard meeting agenda which includes the normal stuff but also time for topics like — education, what can kill us?, brainstorming.It has to be time weighted — budget the time and have a time keeper who keeps everyone on track.  Nicely, gentlemanly but firmly.Brainstorming — focused on strategic issues — is particularly important but cannot be done justice if it is visited as everybody is thinking about dinner, rush hour traffic and is fatigued by the prior meeting.The Board materials have to be in the hands of the Board 4 days before the meeting and they have to be comprehensive and include info that is NOT going to be discussed at the Board meeting.  If the Board reads and understands the material in the book, then discussion becomes much more limited.You have to keep a parking lot — the place you stick discussions that are not completed and which merit future discussion.  Then you have to re-visit it.Board members have to meet for part of the time out of the presence of management and have a quick checklist — how’s our CEO doing, we doing our jobs as Board members?If you develop these disciplines before times of crisis, then when the crisis comes, you will have the personal and emotional capital to deal with things.More importantly if you have an orderly process, an operating agreement and a good leader — you will have more time than you can ever imagine.  To spend on the important things.Always eat together as it is a natural decompression mechanism.

    1. Carl J. Mistlebauer

      My first experience with a board of directors was at a bankrupt not for profit and I had to report to them on a monthly basis.So, when I had to appoint a board for a daycare I didn’t know what I was looking for but I knew what I definitely didn’t want.For start ups and small business, make sure you have a diverse board, not just including family or owners….a great board member is worth giving away “skin” to get them in the game….not having a “real” board of directors was the second biggest mistake I made in my life.If you find yourself asked to join a board….then execute and get involved and if as I say, “if you don’t bring anything to the table then you don’t get to eat….”As a company officer you should embrace your board not fear them……

    2. sigmaalgebra

      “operating agreement”?Example points?  Outline?

    3. ShanaC

      I’ve held dinner parties – they can get complicated…quickly

    4. fredwilson

      Lots of great advice in here as usual JLM

    5. RichardF

      great advice JLM – had to reblog this comment to my scrapbook

    6. fredwilson

      I agree that making money is exciting. But counting it and reporting it isboring

      1. in profile

        Counting is boring?

        1. fredwilson

          to me for sure

    7. William Mougayar

      Great “BOD Therapy” from JLM.

    8. andyidsinga

      ‘Do not demonize anyone on your team.  Just get them to play their position and play it well’and’Always eat together as it is a natural decompression mechanism’-Like*1048576!

    9. Jamie Flinchbaugh

      Eating together is vital for a board. They get so little time to engage with each other, these are fantastic times to surface issues that don’t come out through the agenda, and to test each other’s ideas and theories out of earshot of management. 

  16. Tim Haines

    Have you seen Steve Blank’s thoughts on this? He did a presentation (… at the Startup Lessons Learned that was along similar lines.  It boiled down to startup boards treat startups as if they were mini corporations and it doesn’t scale down so cleanly.  Startups have very different needs than established companies and need a board that’s more dynamic.  His other “beef” was the infrequency of meetings.  To that end, he ran an experiment w/ an entrepreneurship class he taught he Stanford.  He had his students post their customer discovery “experience” online in blog format, and he would provide feedback to their posts.  He got some funding for it and has encouraged a young entrepreneur to develop a dedicated web platform for it.…

    1. Scott Barnett

      I just saw the same Steve Blank preso yesterday, so this blog post was pretty timely – by the way, your link above didn’t work for me Tim, I went to….  This makes perfect sense to me.  When I run board meetings, I do the following:(1) I send the board “packet” at least 3 days before the meeting.  I don’t provide printouts – each board member is responsible to print their own material.  I also expect the information to be reviewed before the meeting – if there are any questions/comments/concerns they are asked before the meeting so we get that out of the way.(2) I don’t totally agree with Steve that the financials don’t matter – I do agree that cash and remaining burn are the most important items, but the other stuff is important too – somebody better be watching cash flow (for example) to make sure we’re spending only what we say we’re spending!  But this takes < 5 minutes at my board meetings – because they have the info ahead of time.  (3) For the sales funnel – you can’t go through every single item, so they look at the funnel ahead of time, I indicate which accounts are going to be discussed in greater detail, and if they have any questions on other accounts they can call/email before the meeting.(4) The strategic topics are specifically laid out in the board packet – sometimes with supplemental info, but sometimes not.  These items are not addressed ahead of time – they will be discussed live, with everybody present.(5) New items are always handled at the end of the meeting.  Don’t let a board member “hijack” the meeting with their own agenda – go through what you feel needs to be addressed, then the meeting is open to all thoughts/suggestions.I also try very hard to communicate with the board members – either via phone or email – at least weekly.  In my limited experience, I have found that board members tend to “take over” when they get nervous or concerned about things – and that is normally due to poor communication (or things really are going off the rails!).  I haven’t been able to prevent a runaway train from going off the rails, but I have never had an issue of being told that somebody is being left in the dark.

      1. mike gilfillan

        Completey agree with all your points — now if only there were away to get senior board members to actually LOOK at their packets before they walk into the meeting…

        1. Scott Barnett

          Mike – you can’t force them to look at the packets before they walk into the meeting – but you can manage the behavior at the meeting itself.  If a board member brings up a question or comment on the material in the packet at the meeting, I tell them that we can take up the discussion offline after the meeting.  It only takes a few times of not letting them hijack the meeting that they get the idea. And you’re not being a jerk or unreasonable – everybody is a behavioral learner – if you create an environment where it’s ok for board members to inject their own agenda into the board meeting, they will do just that.  If you create an environment of collaboration and strategic planning, where the “basics” are provided outside the meeting itself, they’ll go with that too.

    2. Ben Mappen

      I think Steve’s ideas are inline with what Fred outlines in this post.  Fred says “The CEO has to keep the Board up to date in between meetings so reporting doesn’t have to happen in the meeting.”This point is critical.  I’ve spoken with over 50 investors since the Startup Lessons Learned conference, and the most effective board meetings are those where the CEO has continuously updated her investors on a regular basis (usually weekly) via email.  The tool we’re building at hopes to make the “updating” process easy, and also allow investors to provide feedback quickly and often.  It’s also important to reiterate that we are NOT trying to replace board meetings.  Certain things should be discussed in person such as pivots, conflicts, legal, financing, key hiring, and the “big meaty strategic topics” that Fred mentions.

  17. Steve Souders

    Totally agree with face-to-face, but it’s just not feasible, esp. if you’re on multiple boards. I’ve moved all of my concalls to video chat – even 1-on-1 calls. I mostly use Google Video Chat for 1-on-1s, and for group calls I’ve been piggybacking on other people’s Skype accounts because I refuse to pay. Now, Google Plus has free group video chat. I’ve used it twice and it’s great. If you can’t be face-to-face, video is 10x better than a faceless concall. (disclaimer: I work for Google)

    1. fredwilson

      I agree. We are going to give Google hangouts a try in our next meeting

      1. Prokofy

        You are almost ready for Second Life!

  18. Aaron Klein

    I think CEOs are screwing up by viewing board meetings, board dinners, board calls, email, Yammer and any other communication and collaboration mechanisms as boxes to check, and not tools in their toolboxes.Who in their right mind says “every eight weeks, I should really use a hammer, so I will figure out something to nail to my wall?”This is why we get board meetings where the first hour is reporting things board members should already know. After all, it’s important that we nail something to the wall every eight weeks. “That’s what real companies do.”Think through what your business needs discussed, brainstormed or decided.Analyze the tools at your disposal and figure out the best one to use for the problem at hand.Do that and see if it solves the problem.The result will likely be (a) reporting happens via asynchronous communication, as events warrant, but probably at least every 2 weeks; and (b) meetings have a different format and timeline depending on what the business needs right now, and are 95% focused on strategic issues.This has been working well for us so far. Instead of our meetings being about me telling board members things they should already know, we have a rich discussion about product, partners and distribution.And the results have been priceless. I’ve been challenged and the team’s execution has been sharpened by good questions and great perspective from several awesome board members.

    1. JLM

      Well played.  Deft touch.

  19. Carl J. Mistlebauer

    Fred, I came across a series of blog posts on t-shirts written by Adam Nash of Linkedin and 500Start Ups….and I have decided to create a “T Shirt Tuesday” series!  I hope that I can educate the tech world about t shirts and their potential with this simple series as much as your MBA Monday series has educated me!

    1. fredwilson


  20. Dave W Baldwin

    The use of the bullshit card needs to be pushed.  If you’re looking long term, be careful bringing in money for money’s sake.  If you get yourself stacked with too many requiring the stoking of ego (oh you’re so smart though what you just said is totally irrelevent), too much time will be spent on irrelevent issues.In this day and age, the numbers should not get in the way of creative brainstorming. 

  21. Dave W Baldwin

    Forgive if this is redundant.  Push the bullshit card.  If you have the one financial source who wants his ego stoked, I can only see that compound as a problem.  Especially if you have more than one.On your other point, we are in an age where the number crunch should not have to take up so much time and creative brainstorm should be more important. 

  22. JLM

    One last thought is the practice of conducting an annual anonymous Board Survey.  I have been doing this for years and it is very useful in smoking out lingering frustrations, unspoken criticisms and building trust.If you ask the right questions, you get a keen sense of where management and the Board sit with each other which is often misconceived by both parties.It keeps little problems from becoming big problems.I ask the toughest possible questions soliciting equally tough answers but under the cloak of anonymity.I then publish the collated results and we discuss them for about 30 minutes.I always make it a point to make a few immediate changes based upon the Survey thereby authenticating the effort and validating  the work that went into it.I cannot tell you how effective this practice has been for me.I would be glad to send a copy to anyone who wants one. Just reply w/ an e-mail address and I will send one to you.

    1. Findfarhan

      Findfarhan at gmail. Thanks!

      1. JLM

        On its way.  Please let me know you have received it.  Hold in confidence.

    2. vagostino

      vagostino at gmail, please.  Thanks!

      1. JLM

        On its way to you via e-mail.  Please let me know you have received it.  Hold in confidence.

  23. Eric

    Fred,Totally agree.  In particular public boards with the new regulatory crap are uber boring.  I’d be really interested to see what you would think is the ultimate board agenda.

  24. Christian Brucculeri

    Getting rid of devices in board meetings is a simple tactic that forces people to engage in face-to-face conversation. I try to make a rule for myself to leave devices somewhere else when I walk into a meeting, it’s really changed my focus.  Of course, it means taking notes with paper and transcribing them later into Evernote, but I think it’s worthwhile.

  25. Michael Lucca

    Seems that if you and Brad are in agreement on the main points and both of you are on the board, you have an opportunity to help the CEO implement these ideas and use this as a case study and model for building better boards and better board meetings with your other portfolio companies. This might also be one more thing an entrepreneur should look at when he evaluates potential VCs/investors in a funding round.

  26. jaclyn Cannon

    I think this is such a refreshing point. After board meetings our management team would sit back and ask ourselves what did we learn and how can we leverage our board to grow our business. The answer was always not much – we did all the talking and we really craved input, new ideas and points of view to start meaningful conversations. After constant disappointment from our board meetings we tried a similar approach to this for our board meetings and it works. Well, not perfectly but it is an improvement. At first the main problem as you pointed out is that some of our investors do not know our business well enough to add value therefore the same members provided all the input and offered assistance time and time again. So we changed the way we presented the topics. Our management team has a brainstorming session on “meaty topics” beforehand and we try to let the board members with correlating experience start off that particular discussion topic instead of directing them to everyone in the room. We then pull on there expertise and opening remarks then encourage discussion from there among everyone. For example, leveraging our patent – the lawyer on the board starts with their ideas and then it gets a good framework going, financing topics go to the bankers, and so on. I think it would work even better if board members added “meaty topics” to the pot. This is when the good stuff happens. Great post. 

    1. JLM

      Well played.The coolest thing about your post is the fact that your management team has brainstorming sessions.This technique is one of the most important things any company can do.Done correctly — non judgmental, no personal attacks, grabbing onto the best idea in the room at the time  — it is not a meeting amongst people but a wrestling match among ideas.And when ideas wrestle, better ideas emerge victorious.Ironically, tom’w at noon my management team is going to have a brainstorming session.

  27. Prokofy

    Are you saying that you have to “get everybody in the room” because they just phone it in on other occasions? Well, if the board meetings are only quarterly, couldn’t they come in person?I’ve thought a lot about organizational structures my whole life, but mainly studying the non-profit organization.There’s no question that the board structure with the trustees or members, the few officers like VP, the executive director and the CEO or president — this Western structure of many decades has certain weak aspects.You get this problem where the leader is essentially providing entertainment/content/challenges/information for all the other passive actors who just become a drain of energy. That person has 12 or 30 bosses who constantly task him, but never task each other. They often don’t rise to a higher mission where each one pulls their oar. The show-and-tell aspect with bored people who pick on non-essentials is especially excruciating. I’ve been in the executive director and the staff and the board member positions in small organizations and I see all the problems.Of course, companies in some respect are more grounded because they have their widgets, they’re motivated to sell them, and they debate how to do that better — pretty basic. A non-profit has to go get money, and try to get those board members to “give, get, or get out”. Even so, the stresses and fault lines of these unequal relationships always trouble me.In Europe and Russia and Eurasia, you know, they have different organizational structures. You’re already half-way there with the collectivist ideologies you love, Fred, perhaps you should consider even changing from a Western-style organization to a collective.Now, in their better forms, these are interesting and useful structures. For example, in Russia, they have what they call “the collegium” with voting and non-voting members. There is a chair, but that person might rotate and might only be a facilitator to get the colleagues to cooperate better.I’ve always found it fascinating to see how the collegium operates — they have free-wheeling full and frank discussions where everyone speaks, regardless of their role in the organization, even a secretary. So it has seemingly more democracy than a Western-style group at first. They go around very solemnly taking and culling views and informations in a very intense, focused matter, everyone very much “in the moment” and “in the circle”.Now, the down side is that after that more open process, they can then veer off and impose diktat and suppress minority opinion without a way to accommodate it, i.e. no votes, or no compromises as a Western group might make. And this can make for brittle organizations and splits, but it also means that once you join an enterprise, you are in the spirit of the group pulling for goals higher than yourself — or you are out.I think you could argue, for example, that the Politburo shared out the tasks of central command of the Soviet Union better, with the General Secretary and commissar structure better than the White House with its President and Cabinet. I mean, when did you last see a US Cabinet member really take leadership on a sector? So much of the burden falls on the one man, the president, and not a team. Of course, I’m not suggesting the Politburo as a model as to content and methods, I’m just trying to point out how sharing leadership has been done in real examples.Imagine if those board members instead of the CEO or the president had to report on an area of responsibility, how it would change the chemistry! Imagine if you had to come to the meeting and be on the line to explain why this area was lagging or how that area could be improved. Committees might actually have to function then.People get bored when they can’t control their environment. To be sure, you’ve hit upon the classic CEO or executive director’s gambit to get through a board meeting. You’ve thought up an interesting topic to debate where the members feel they have stake, but where they aren’t going to so much get in your hair that they will cripple you from their meddling. What a delicate balance, trying to find such topics where the stakeholders feel they have meaningful involvement but where they don’t get in your way.On the other hand, if they’re all about making money, and go against you, then…are you all about making money? Or what’s the deal?

    1. George Orwell

      Eurasia? Is that near Oceania?

  28. HowieG

    Most businesses have over reporting. Manage the important numbers don’t micromanage the little numbers. I remember when a company I did sales for was an early adopter of only to wind up spending 3-4 hours of tedium to enter everything management wanted leaving less time for selling (direct B2B). Many other businesses over meet. And maybe Boards do too but because they meet in the wrong agendas and structure?

  29. morefromalan

    Couldnt agree more.

  30. Eunice Apia

    I know this might be off topic but do you have advice for what type of training or college courses to take if you want to become a CEO or Business owner, other than Business classes? A class that helps you manage people, learn to execute ideas, public speaking etc.

  31. Pembe Maske

    The Board materials have to be in the hands of the Board 4 days before the meeting and they have to be comprehensive and include info that is NOT going to be discussed at the Board meeting.  If the Board reads and understands the material in the book, then discussion becomes much more limited.

  32. cdlingHQ

    Making board meetings effective is a timeless subject but, I wonder if Fred and Brad are really talking about an underlying problem: there are more, small deals to manage in this era of low cost start-ups.Would love to get readers here to respond to a basic poll on this question:…Or just respond on this thread: Do low cost start-ups inevitably mean: more, smaller deals, more board meetings, more due diligence, more portfolio management to make the same amount of capital effective?Thanks!MichaelFounder,

    1. fredwilson

      We don’t set up boards in our smaller deals. Once they turn into realcompanies we do that

  33. Dan

    Reporting in the board packs has a big role to play in making the boards life easier – A good summary of the important results/events/issues is a must have – Detail is required (especially due to the increasing regulative pressure on boards) – The Board should play an active role in board pack content and the summary – tell the company what you want to see and how you’d like it presented  (in my experience this does not happen enough)- As JLM said the board packs should be distributed at least 4 days in advance of the meeting and the boards should have read them (this is their job and if they are not willing to do this then they should not be there)The meeting should be for discussion not for reporting

  34. Scott Maxwell

    Fred, you and Brad are describing nirvana, which I think is a great goal for all boards and board meetings. The one point that I would edit is that the board meetings are the entrepreneur’s problem.  A great board is more like a great team.  It takes individual’s doing what they are supposed to be doing and mutual accountability to make them work best.  Each and every person that sits on the board has the problem and is a part of the solution.Scott MaxwellOpenView Venture Partners

    1. bfeld

      Totally agree. And I aspire for nirvana!

      1. Scott Maxwell


  35. Jamie Flinchbaugh

    Excellents points, and great add-on comments by JLM. It doesn’t have to be that complicated. People (meaning both the board and the management) have to remember that the board owns the board meetings. It is easy (and lazy) to let the management drive the agenda, dazzle with PowerPoint, and then send everyone home wondering what happened. Bad meetings lull board members into disinterest, confusion, and a feeling of waiting until its over. These must be engaging. And one the most important factors to lead to engagement is role-specific leadership. The chair is just that, the chair. That doesn’t mean they run every discussion. Unless they’re also chair of the compensation committee, they are just a participant in that discussion, and so on. Boards are made up of a diverse set of skills for a reason, and that should be fully utilized by design. 

  36. fredwilson

    Executive sessions are very much best practice