CHAPTER THIRTY-FOUR

BOARD MEETING MATERIALS

Preparing well for a board meeting is an incredibly important part of the job of running a board—whether you're officially the chairman or not. Like any group or team meeting, the better the preparation, the more effectively you can use the meeting time. Unlike other groups or teams, your board meets only a few times per year. The advance preparation is even more important to reorient directors to the details and context of your business and its current state.

Remember, the individuals on the board are not first and foremost members of your board, like you are. They have day jobs. VC directors can sit on a dozen boards at once. I think when Brad Feld first joined our board, he was on over 30 other boards!

THE BOARD BOOK

The Board Book, a combination agenda and comprehensive report, is the document that will organize and direct your meetings. My formula for a good Board Book is pretty straightforward and it tees up a good conversation at the board meeting. One of my long-time directors, Scott Weiss, once cautioned that “the board will consume whatever you put in front of it.” So you have to be incredibly careful about both what you put into the book and how you put it in the book.

• Use a consistent format for the Board Book for all board meetings. It's okay to change the format once in a while (annually or less often) but board members come to think of the Board Book like a newspaper or magazine they read regularly. They know where the sports section is. They know where to find their horoscope.

  

• Publish the Board Book in a single PDF document. Everything. Gather your cover memo, all spreadsheets, reports, memos, and presentations in one place, then combine them into a single PDF in an order that makes sense to read from front to back. Then, when it's all compiled into a single PDF, number the pages in the PDF. Even if some of the original documents are numbered themselves, it's a good practice to have a single bold numbering scheme for the whole document. We wrote a simple Adobe Acrobat macro to accomplish this (available at www.startuprevolution.com). Sometimes, I send separate documents in the following cases: third-party documents like audits or valuations; signature pages, which are easier to print out and fax or scan if they're separate; or confidential memos that are only intended for directors, not observers or management. All core meeting materials are in one document. An emerging trend, which is a logical extension of this, is to put this whole document up on a collaborative workspace like Google Docs so that board members can comment on it and ask questions between receiving the materials and the meeting and the management team can comment online. This reduces the amount of “noise” in the board meeting and allows you to focus that time better, which I'll talk about more in the next chapter.
• Send out the Board Book no later than the Friday afternoon prior to the board meeting. If your board meeting is on a Monday, maybe go for Thursday afternoon. I've found that it's less important to give directors a set number of days to prepare for a meeting than it is to give them a weekend plus a business day. Also, having a consistent distribution time, like a consistent format, helps train board members to plan their prep time.

Sample Return Path Board Book

Here's the typical structure of our Board Books, which might be a helpful guidepost in general for how to structure your advance reading materials (see the next chapter for how time allocation works across the various topic areas in an actual board meeting):

1. Cover memo:
   1. Cover note that frames the entire meeting, highlighting critical discussion topics as well as events since the last meeting.
   2. Meeting logistics: time, dial-in, address, driving directions.
   3. Agenda.
2. Official business:
   1. Short cover note running through the issues for discussion and approval.
   2. Series of relevant documents, which could include:
      1. Prior meeting minutes for approval
      2. Other resolutions for approval
      3. Stock option grants
      4. Outside valuations, audits
      5. Financing update
      6. Other transaction update
      7. Legal update
3. Retrospective:
   1. Short cover note recapping the prior reporting period since the last meeting, again highlighting the things you want to discuss in the meeting.
   2. All historical reporting and scorecards, well organized and easy to follow.
4. On my mind:
   1. Short cover note that lists the three to five issues that are most on your mind (or your executive team's collective mind), with a graphic that shows the issues that were on your mind last meeting and which ones map forward to this meeting.
   2. Very short memos on each of the three to five issues written by the owner of the issue on your team. The memos need to be succinct and also tee up the specific discussion or outcome you'd like to achieve during the meeting.
5. Executive session: Separate memo optional, if useful for you to tee up confidential issues.
6. Closed session—no materials.

THE VALUE OF PREPARING FOR BOARD MEETINGS

Beyond being an important part of managing a board, taking the time to prepare a great set of materials for your board is up to half the value in having a board and having board meetings.

While board meetings are exhausting for a CEO—you are “on” for hours on end—the most exhausting part is probably the preparation for the meetings. Our Board Books average 100 pages—and that's for a regular meeting, not an offsite or annual planning meeting. The preparation can take days of intense work: meetings, spreadsheets, documents, occasionally even some soul searching. By the time the meeting starts, my team and I are fully prepared for it. Before the meetings have even started, we have already gotten a huge percentage of the benefit out of the process.

Pulling materials together is one thing but figuring out how to craft the overall story is something entirely different. That's where the rubber meets the road and where good executives are able to step back. Remember what the core drivers and critical success factors are; separate the laundry list of tactics from the kernel that includes strategy, development of competitive advantage and value creation; and then articulate it quickly, crisply and convincingly.