TEMPLATE:

HOW TO RUN A

BOARD MEETING

www.pillar.vc | @pillar_vc

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General Advice

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• Prepare

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• Manage

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• Follow-Up

• Schedule early. Ideally, set a full year’s meetings in advance.
• Send slides early. Send out slides 48 hours in advance. Include the Minutes from prior meeting so they can be approved at this one.
• Spend time on discussion. Use a few minutes to recap the slides, spending the bulk of your time on discussion.
• Share news: When you send slides, include links to any major articles about you / competitors.
• Break bad news ahead. If there are any unwelcome surprises, call each Director ahead of time to talk through.

PREPARE

• Watch the clock. During the meeting, pay close attention, staying on the agenda to manage your time. Investors see you seldom; assess your management ability mostly from how you stay on time!
• OK to seek advice. At the meeting, if the company is facing a difficult decision, it’s OK to lay out several options and ask for input. As CEO you digest, make a decision and state it clearly to all (either at the meeting or in follow-up).
• Guard sensitive material. If you’re printing out hard copy versions of your slides, never print salary or option data.

MANAGE

• Gather sensitive material. After the meeting, be sure to collect every printout left.
• Close the loop. Within 1 - 2 days of the Board Meeting, if something important happened or there was an open debate, write an email to the Board to follow up.
• Write minutes. Work with your lawyer after the meeting to prepare minutes. Ask your lawyer to join the first few Board Meetings and any key meetings to help. (They may or may not charge you for that)

FOLLOW UP

BOARD MEETING

TEMPLATE

[COMPANY NAME]

BOARD MEETING

[DATE]

CONFIDENTIAL

• Minutes & Option Pool (5 minutes) (just CEO/Board)
• Summary & Risk Management (15 minutes) (CEO)
• Financial Statement (5 minutes) (CFO if you have one)
• Org. / Hiring Chart (5 minutes) (CEO)
• Market Update (10 minutes) (CEO or VP)
• Deep Dive Topic of Interest 1 (30 minutes)
• Deep Dive Topic of Interest 2 (30 minutes)
• Closed Session (no CEO/employees) (15-30 minutes)
• Board Discussion with CEO only (15-30 minutes)
• Appendix

AGENDA

Have a VP lead; include appropriate staff in these meetings

• Approve Minutes from Past Meeting

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• Status
• Proposed Awards

MINUTES & OPTION POOL

• Cash on hand:
• Burn rate: $__/mo.
• Projected fume date is [DATE].
• Monthly sales in [April] were $___ vs. plan of $___.
• Gross margin of $___ vs. plan of $___.
• Cash burn of $___ vs. plan of $___.
• Annual Goals - Dashboard

SUMMARY

Describe #1 risk, likelihood (1=low; 5=high), severity (1=low; 5=high)

• Main action to combat risk
• Progress against since last meeting

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Describe #2 risk, likelihood (1=low; 5=high), severity (1=low; 5=high)

• Main action to combat risk
• Progress against since last meeting

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Describe #3 risk, likelihood (1=low; 5=high), severity (1=low; 5=high)

• Main action to combat risk
• Progress against since last meeting

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RISK MANAGEMENT (Usually Series A or later)

FINANCIAL STATEMENT

P&L and cash plan vs. actual

• In November, develop tops-down budget for next year and discuss with Board

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• In December, develop detail by department with VPs

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• In January, Board vote to approve the finalized budget

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• Thereafter, report financials actual (month and YTD) vs. Jan. plan

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NOTE: If the company is way off plan, develop a new plan e.g. in June. Thereafter, report financials actual (month and TD) vs. June plan

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ORG. / HIRING CHART

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

[TITLE]

[NAME]

OPEN HIRE

FILLED

• Industry data
• Trends
• Important competitive landscape updates

MARKET UPDATES

[TOPIC #1]

DISCUSSION TOPIC

• Pick 2—3 issues of high importance per meeting and do a “deep dive” on each. Topics could include driving down cost, choosing a sales model, new product launch [30-45 min. each]
• Ask VPs to write the slides. Let your senior leaders drive.
• Include key information. Report on status, risks, and corrective actions. Invite advice and ask your Board to take action as desired.
• Leave space for Q&A. Plan on 20—30 minutes for the discussion of each topic; this should be the meatiest part of the meeting.

DISCUSSION TOPIC: [TOPIC]

[TOPIC #2]

DISCUSSION TOPIC

DISCUSSION TOPIC: [TOPIC]

CLOSED SESSION

15-30 MINUTES

CEO SESSION

15-30 MINUTES

APPENDIX

WHY HAVE AN APPENDIX?

• Add deep dive slides for each department. As the company grows in complexity, it is useful to include 3 - 5 slides from each department.
• VPs take the lead. Slides should be written by senior leaders and provide more detail and color about each area of the business.
• Send ahead but skip at the meeting. Discussion would take hours.
• OR just take Q&A for 5 - 10 min. if needed. Leave room for this between the market update and the competitive update.

PRODUCT

SALES

CUSTOMER SUCCESS

MARKETING

OPERATIONS

THANK YOU.