# Role and Responsibilities, Fred Wilson http://avc.com/2012/03/the-board-of-directors-role-and-responsibilities > The Board is the governing body for a company. All major decisions will need to be ratified by the Board. The Board should not run a company. That is the role of the CEO and his/her senior management team. Boards work for the company. The company is their responsibility. Every director must put the interests of the company first. This is called fiduciary responsibility. Debate is what good boards do. They put the key issues on the table and discuss them. Boards need a leader to drive them. That leader is commonly called the Chairman. Boards are fluid. They should evolve. Boards should not be controlled by the founder, the CEO or the largest shareholder. For a Board to do its job, it must represent all stakeholders' interests, not just one stakeholder's interest. # Selecting, Electing & Evolving, Fred Wilson http://avc.com/2012/03/the-board-of-directors-selecting-electing-evolving > Every company should have a Board Of Directors. At the start it can simply be a one person board consisting of the founder. The shareholders elect the Board of Directors. But there is usually a nominating entity that puts directors up for election by the shareholders. I am a fan of a three person Board early on in a company's life. I generally recommend that a founder put himself/herself on the board along with two other people they trust and respect. The way investors negotiate for a board seat is usually via something called a Shareholders Agreement. This is an agreement between all the shareholders of the company. Adding an investor Director does not mean that the founder loses control of the Board. It can remain a three person Board with one investor director and two founder directors. As a company moves from founder control to investor control, the notion of an independent director crops up. An independent director is a director who does not represent either the founder or the investors. When and if a company goes public, the Shareholders Agreement will terminate and public company governance standards will dictate how a board is selected and elected. There will most likely be a comittee of the Board that is called the Nominating Committee. Boards should evolve. Boards should recruit new members on a regular basis. # The Board Chair, Fred Wilson http://avc.com/2012/03/the-board-of-directors-the-board-chair > The Board Chair runs the Board Of Directors. He or she is a Board member with the same roles and responsibilities as the other Board members. The Board Chair should make sure the Board is meeting on a regular basis, the Board Chair should make sure the CEO is getting what he or she needs out of the Board, and the Board Chair should make sure that all Board members are contributing and participating. Small boards (three or less) don't really need Board Chairs. Once the Board size reaches five, the Board Chair role starts to take on some value. It is common for the founder/CEO to also be the Board Chair. I think the Chair should be an independent director who takes on the role of helping the CEO manage the Board. When a founder/CEO decides to transition out of the day to day management but wants to stay closely involved in the business, the Board Chair is an ideal role for them, assuming that they were responsible for recruiting or grooming the new CEO. If the founder is hostile to the new CEO, then this is a horrible idea. Many CEOs find working with a large group of people who have oversight over their work and performance challenging. The Board Chair's job is to give the CEO a single person to focus on in dealing with these issues. # Board Chemistry, Fred Wilson http://avc.com/2012/03/the-board-of-directors-board-chemistry > I like regular Board dinners before or after the meetings. I also like annual Board offsites where the group spends an entire 24 hours together, usually talking about and plotting strategy for the coming year(s). Sometimes you will have a Director (or two) that just doesn't fit in. Unless that Director has a contractual right to their seat (usually as a result of investment) or brings a critically important skill set to the Board, you should seek to remove that person from the Board and replace them with someone with similar skills who will fit in better. If you have a bunch of investors on your Board that you can't get rid of, seek to add a bunch of independents to balance them out. And then build chemistry between the independents and the investors. Group dynamics are an interesting thing. Adding or subtracting one or two people from a five to seven person group can dramatically change the chemistry. Your company is going to have a Board. It should not be an afterthought. # Board Meetings, Fred Wilson http://avc.com/2012/04/the-board-of-directors-board-meetings > Some Boards meet monthly. But for most companies, a monthly Board meeting will be overkill. I'm a particular fan of the twice a quarter Board meeting. The idea is to have one meeting mid quarter and one meeting after the quarter has been completed. Some Boards only meet once a quarter. I generally encourage those Boards to meet over the phone for an update in between the face to face meetings. Board meetings should be discussions. The purpose of Board meetings are to have these meaty discussions not to get through the agenda on time. There should not be too many topics. I think three or four are good.  Board meetings should last two to three hours. I think two hours is too short. There are a few techniques that I've observed over the years that I like a lot. The first is that the Board deck should be sent out three or four days in advance and it should include all the important financial and operational results for the Board to consume in advance of the meeting. The second technique I like a lot is when the CEO puts up a list of the three or four things that are "keeping me up at night" at the start of each meeting. The best way that I've seen this done is the "keeping me up at night" slide shows the items that were on the slide the prior meeting and the items that are on the list currently.  Possibly the most important technique I've observed over the years is the executive session at the end of the meeting. This is when the Board meets without the CEO and team in the room and has a discussion of the meeting and what the key takeaways are. # Board Committees, Fred Wilson http://avc.com/2012/04/the-board-of-directors-board-committees > A three person Board should not have committees. A five person Board could have committees and should have them if there is a lot of work required for audit and compensation. The audit committee provides oversight of the CFO function, the auditors, and related matters (which might include tax compliance, SEC compliance, etc, etc). If issues come up during the audit that require Board attention, the audit committee and the audit committee chair are the right place to discuss them with the auditors. The compensation committee provides oversight of the Company's compensation plans, including equity compensation, and also is directly involved in setting the compensation of the CEO and often the senior management team. One of the compensation committee's most important jobs is to help a company create, manage, and evolve its equity compensation plans. The third and final most common Board committee is the Governance Committee. This committee is reponsible for recruiting and nominating new directors, identifying directors who should leave the board and asking them to leave, setting the board meeting schedule, and a host of other "self governing" issues for a Board.  I generally like three person Board committees, with one chair and two other members. This is most efficient for everyone. Board committees should meet regularly. Board committees do not need to meet in person as much as the full board does and much committee work is done via conference calls. A lot of the logisitcal work that Boards must do can be done in committee and simply reported to and ratified by the larger Board. This leaves time in Board meetings for the meaty strategic conversations where Boards can add the most value. # The Perfect Board, Fred Wilson http://avc.com/2014/12/the-perfect-board > To my mind, the perfect board is either five or seven and it looks like this: Founder CEO, Two Independents, Two Investors [or] Founder CEO, Three Independents, Three Investors. If the Founder is no longer the CEO, then I like this configuration: CEO, Founder, Two Independents, Three Investors. # Board Diversity, Fred Wilson https://avc.com/2020/06/board-diversity > When a startup board is created, there should be two independent seats on it. Day one. I know that will mean that founders will be unable to control their boards early on but these “independent seats” can be nominated by the founders to allay those concerns. And founders should put diverse people (gender, race, life experience, etc) into these independent seats. # How To Be A Good Board Member, Fred Wilson https://avc.com/2019/02/how-to-be-a-good-board-member > ==Which leads me to my rule for being a good board member. It comes down to one word. Care.== # How to Be a Good Board Member, Marc Suster https://bothsidesofthetable.com/how-to-be-a-good-board-member-df07f43d9aa8 > BEFORE THE MEETING Read the materials in advance Speak with the CEO before the board meeting Read the tea leaves on CEO/Founder psychology Have calls or emails with other board members before the board meeting Be thoughtful about time management before the meeting starts DURING THE MEETING Put your electronics away and be present Understand the role of listener, enquirer & sparring partner Avoid micro-management of non-essential items Push for others to speak Don’t audition for smartest person in the room OUTSIDE OF THE MEETING Understand that most of the value comes outside of the boardroom Build strong relationships with board members, stakeholders and key investors Help the executive team to prioritize and execute Get to know the broader management team Know when to be proactive # Board Members, Sam Altman  http://blog.samaltman.com/board-members) # Primer for Building an Effective Board for Growing Startup Companies, Suren Dutia http://www.kauffman.org/what-we-do/research/2014/05/primer-for-building-an-effective-board-for-growing-startup-companies > Why should a founder create a board What are the primary functions of the board, and how does it work with the CEO? Who should be on the board? How does a board function? How is a board of directors compensated? # Startup Boards, Brad Feld https://www.entrepreneurship.org/learning-paths/startup-boards # Thoughts on Building Weatherproof Companies, Lars Dalgaard http://a16z.com/2016/03/25/building-weatherproof-companies > Build a real board of directors …and use it Expand the board early Have discipline around board meetings Have real board meetings by having real data Give the board more than just your filter and version of things Closed board sessions with and without the CEO 1:1s with board members # How to Manage a Board, Anu Hariharan https://www.ycombinator.com/library/3w-how-to-create-and-manage-a-board > Managing Your Board Meeting Schedule Agenda and length Elements of a board deck Behind the scenes preparation Involving the executive team in board meetings Monthly updates Bonus: Letter to the board. Leveraging Your Board & Navigating Issues Mixed messages Asking board members for help Balancing helpfulness vs control. Problem (overbearing / unhelpful) board members Removing board members Final Thoughts # Annual Letter to Berkshire Shareholders, Warren Buffett https://www.berkshirehathaway.com/letters/2019ltr.pdf > Boards of Directors Here, a pause is due: I’d like you to know that almost all of the directors I have met over the years have been decent, likable and intelligent. They dressed well, made good neighbors and were fine citizens. I’ve enjoyed their company. Among the group are some men and women that I would not have met except for our mutual board service and who have become close friends. Nevertheless, many of these good souls are people whom I would never have chosen to handle money or business matters. It simply was not their game. They, in turn, would never have asked me for help in removing a tooth, decorating their home or improving their golf swing. Moreover, if I were ever scheduled to appear on Dancing With the Stars, I would immediately seek refuge in the Witness Protection Program. We are all duds at one thing or another. For most of us, the list is long. The important point to recognize is that if you are Bobby Fischer, you must play only chess for money. At Berkshire, we will continue to look for business-savvy directors who are owner-oriented and arrive with a strong specific interest in our company. Thought and principles, not robot-like “process,” will guide their actions. In representing your interests, they will, of course, seek managers whose goals include delighting their customers, cherishing their associates and acting as good citizens of both their communities and our country. Those objectives are not new. They were the goals of able CEOs sixty years ago and remain so. Who would have it otherwise? # Bolster Your Management Team And Board, Fred Wilson https://avc.com/2020/09/bolster-your-management-team-and-board/ # Our Founding Manifesto, Matt Blumberg, Bolster https://bolster.com/resources/manifesto # Your Board of Directors is Probably Going to Fire You, Jerry Neumann https://reactionwheel.net/2021/11/your-boards-of-directors-is-probably-going-to-fire-you.html > 1. Control the board by contract > 2. Be the hub of the board > 3. No surprises NOTE: Mr. Corleone is a man who insists on hearing bad news immediately —The Godfather (1972). > 4. Do not make your board members think in the board meeting > 5. Lean on your first board members # FAST Agreement: Founder / Advisor Standard Template, Founder Institute https://fi.co/fast