Monday, April 09, 2007

Board of Directors

Corporate America is intensely focused on corporate governance and on the duties of Directors. Whether CEO compensation, corporate performance, ethics, financial statement integrity... boards are increasingly subject to exacting standards and accountability.

Students of finance are familiar with the principal-agent dilemma; management, agents of the principals, often fail to act in the best interests of the principals, shareholders. The degree to which directors are truly independent speaks to their ability to ensure agents maximize shareholder and not agent wealth.

Warren Buffet believes there are four key requirements for board members:

  1. owner-orientation
  2. business-savvy
  3. interest
  4. true independence
Private equity and venture capital structures eliminate large measures of principal-agent issues.

How? Ownership is concentrated into the hands of a few firms who have direct board level representation. By definition, VC board members are owner-oriented and interested. Whether they are business savvy is subject to a case by case analysis, while independence is not possible.

The question for venture capital boards, therefore, centers not on how best to represent owners, but rather on how best to create a productive board that maximizes the probability for company success.

On Wednesday, I am speaking at the LA VC 2007 Investor Conference. My panel is focused on "Building Boards." Since, my specialty is early stage venture, my thoughts on an ideal board follow (modeled on Buffet's four criteria.)

For aspiring entrepreneurs, I would seek a board with the following characteristics
  1. small and nimble
    1. 3-5 total directors (CEO, 1-2 VCs, 0-1 independent)
    2. start-ups are fast paced and iterative; often board issues are event driven and pre-scheduled meetings often fail to coincide with the natural cycle of progress
    3. being held hostage to scheduling logistics drives CEOs nuts and delays the time to decision and action
  2. economically aligned
    1. if the economic incentives of the board are different, consensus regarding financings, M&A events will become more complicated
    2. if people make money at very different exit outcomes...
  3. empowered
    1. ensure the VC board member is well established at their firm and has "juice."
    2. the start-up road is long and bumpy, VCs with limited internal power are often more proxies than decision makers and their limited internal power may unfairly taint the credibility of the company
    3. their political weakness will limit their ability to support the company in times of peril
  4. value-added
    1. VCs must be able to accelerate the cycle time to success and understand the business
    2. The best VCs truly understand the human, financial, and market dynamics of their companies
  5. effective CEO-board and director-director communication
    1. CEOs must share information - both good and bad
    2. Directors need to work well together in executive session issues: compensation, audit, financing and other core issues
    3. Failure to act quickly on compensation/bonus programs and other executive session issues impacts morale and limits the effectiveness of company management
  6. informed directors
    1. Early stage companies need to begin to track, measure and report on relevant and timely data. Good board packages make for good board meetings.
    2. This is normally an iterative process but data and KPIs enable informed decision making and analysis
  7. productive processes and meetings
    1. Develop well structured meetings with adequate frequency and cadence
    2. Focus the meetings on critical path issues

As companies grow, the size, make-up, and roles of the Board change with it. This post reflects my observations of the critical success factors for healthy, functionining Series A boards.

For a more in depth analysis, please read "The Basic Responsibilities of VC-Backed Company Directors."

1 comment:

  1. Excellent post. I'd add a point under "value-add." Knowledge and expertise around what it takes to build a real company. The intangibles - much more than venture money, a hot market and a solid strategy. Buyers of companies (larger public companies, etc.) are looking for signs that differentiate a company that will be successful post-acquisition and one that won't (and most won't). Remember - your buyers sold their organization on a financial model post-acquisition, and they're trying to decide whether your team (+ their team) has the capability to make it happen. In hyper competitive spaces (web 2.0, etc.), subtle nuances make a big difference in deciding who gets acquired and who goes home. Good luck with the speech.