Governance/Risk Management

You’ve Got VC Money: Board Meetings

Authors: Andrew Shawber

Board meetings are your opportunity to check in with and give an update to your bosses and get feedback and guidance from the experienced members of your board. It is common for VC-backed startups to have four to six board meetings per year, though this frequency can increase in challenging times or during heavy business or financing activity.

What Are Some Best Practices for Board Meetings?

As members of a VC-backed board, directors should follow these simple tips for complying with their fiduciary duties and making board meetings as effective as possible for the company and its stakeholders:

  • Directors should regularly attend and participate in board meetings.
  • The board should set its annual meeting calendar at the beginning of each year and schedule quarterly or semi-annual updates, reports, and summaries on important topics for presentation to the full board.
  • In setting the board agenda, attention should be paid to which individuals are presenting on which topics and ensuring these individuals are reliable and competent in the relevant matters. For areas that require autonomy from management or increased board oversight, matters should be presented by the specific individual who has day-to-day operational responsibility for that area.
  • Company management should prepare adequate reports before board meetings and send those reports to the board so they have a chance to review well beforehand.
  • The meeting chair (or person setting the agenda) should ensure there is enough time during the meeting to review and deliberate important issues.
  • Company management must bring mission-critical matters and approvals to the board in a timely manner. (This sometimes requires written consents between board meetings.)
  • The board secretary or their designee must keep proper records of actions taken and meetings held (see Exhibit B for tips for drafting board minutes).
  • If the company faces highly sensitive or mission-critical risks, consider implementing higher-level safeguards, such as dedicated board committees; regular executive sessions to discuss key matters; and third-party monitors, auditors, or consultants engaged to assist with compliance and oversight functions.
  • Directors must understand “independence” and “disinterest”—ensure proper disclosure to the board regarding the independence and disinterestedness of each director, officer, and advisor involved in the decision-making process for each transaction.
  • Directors should avoid conflicts of interest and engaging in self-dealing. If there is any conflict of interest between any directors and the company, retain independent counsel and outside experts.

What Is a Typical Agenda for a Board Meeting?

A typical VC-backed board agenda is as follows:

  • Housekeeping (approving prior minutes, scheduling logistics).
  • Progress update (highlights/lowlights)—here and throughout the meeting, it is important to address key concerns and requests previously raised by board members, even if they remain unresolved.
  • Financials (cash available, cash burn, revenue, expenses, etc.).
  • Team update (organizational chart, hiring pipeline, compensation).
  • Current priorities (product road map, growth, engagement, key performance indicators (KPIs), sales, marketing funnel, product performance, cohort analysis, action items, etc.).
  • Gather input from board members on strategic issues.

Often, strategic issues are left for the “executive session,” which is the last part of the meeting, and which often does not include company management. This is your chance to get group input from members of the board and is probably the most important part of the meeting for you. The risk is that, by leaving this to the executive session, you will run short of time when earlier parts of the meeting exceed their time limit or you might not be invited to participate in the strategic discussion at all. Here are two suggestions to avoid this: (1) Hold the strategic input discussion earlier in the meeting, such as prior to the executive session, or by moving the executive session to an earlier part of the meeting; and (2) Strictly manage presentation time prior to the executive session.

Do’s and Don’ts of Drafting Board Meeting Minutes

Here are some tips for those delegated to draft minutes for each board meeting:

Do: Don’t:
  • Distribute agenda, background materials, and proposed resolutions at least two business days in advance of the board meeting. Reflect in the minutes when and to whom these materials were distributed, and keep copies.
  • Ask a skilled professional to prepare the minutes.
  • Reflect in the minutes any consultation with outside advisors and any relevant consideration of the advisors’ qualifications or independence.
  • Begin drafting minutes before a meeting based on the agenda, proposed resolutions, and background materials.
  • Summarize in reasonable detail all topics discussed and reflect the types of questions asked.
  • Prepare draft minutes for each board meeting and committee meeting promptly and circulate draft minutes to directors as soon as possible after a meeting.
  • Once minutes are approved, have the meeting secretary and chair sign them.
  • Use evolving technology to protect integrity of minutes and related materials to prevent tampering.
  • Seek to protect privileged information or material nonpublic information contained in the minutes when responding to a third-party request to review minutes.
  • Wait to provide important background materials until directors arrive at a meeting.
  • Ask a person to draft minutes who may not fully understand their purpose.
  • Delay preparation of minutes until shortly before the next board meeting.
  • Prepare bare-bones minutes for a meeting at which a significant corporate transaction or decision is discussed.
  • Rely on informal, undocumented discussions for purposes of informing directors of or having deliberations on any significant corporate issue.
  • Record verbatim transcripts of a board or committee meeting.
  • Rely heavily on boilerplate language and templates that mask the details of meeting discussions.
  • Prepare detailed minutes of discussions during executive sessions of the independent directors.
  • Allow employees unrestricted access to minute books.
  • Keep notes made during the meeting and early drafts of the minutes once the final minutes have been reviewed.


How to Prepare for an Equity Financing

We have covered in past FTTWs how to value your startup and how much capital to raise. Once your startup decides to pursue equity financing, you should start to prepare for the investor due diligence process. On the business side, you will need to prepare a business plan and should take steps such as obtaining management references, interviews and background reviews, customer/user references, technical/product reviews, financial statements and business model reviews.

What Every Startup Needs to Know

On Wednesday, June 26th, Perkins Coie’s Palo Alto office hosted the startupPerColator event, “What Every Startup Needs to Know.” Lowell Ness, a Perkins Coie partner in the Emerging Companies & Venture Capital (ECVC) practice, moderated a panel which included Herb Stephens of NueHealth, Thomas Huot of VantagePoint Capital, Jennifer Jones of Jennifer Jones and Partners, Yuri Rabinovich of Start-up Monthly, and Olga Rodstein of Shutterfly.