How we govern our startup and what we’ve learned
Governance is not easy. It’s a big, hard and important thing that no-one does perfectly. In some ways it’s a bit like parenting: You might have seen a lot of it first-hand, but that never really prepares you for the job itself.
We’re a young board, both in terms of age of directors and how long we’ve been at it (just over seven months now). That’s meant that we run into a lot of questions that would undoubtedly be resolved faster by more experienced directors. It’s also meant that we’ve had relatively free hands to design a board that works for us and our startup.
This post is about how we govern Conscious Consumers, and what we’ve learned in our first seven months as a board.
Some context
Conscious Consumers Ltd is a social enterprise with the vision of a world where consumers and businesses prioritise people and the planet. We’re a SAAS business based in Wellington, New Zealand.
CC Ltd was spun out of an incorporated society (42collective) in May this year when we raised a first round of equity to supercharge our growth. The process of setting up a board has been wonderful, challenging, and at times, a bit terrifying. While we have all had governance experience of different sorts, none of us had built a board from scratch off the back of a significant raise.
Some organising principles
We’ve had a few underlying principles that helped us design the way we govern.
1. Start from values. We started with clear agreement on what we would value as a board.
- Openness. Our meetings and online discussions are accessible to the whole organisation — from the interns to the CEO. At meetings, the facilitation style we adopted actively encourages all board members to share thoughts.
- Focus. We wanted to quickly identify some specific and measurable strategic goals. This was particularly important for us as a social enterprise, with a social and environmental vision overarching our commercial objectives.
- Efficiency. Both Dave and Ben are efficiency nuts, so this was a must from the start. We want to grow the organisation quickly, and this requires getting stuff done fast, and done well, the first time.
2. Design for Lean Governance. Governing as efficiently and effectively as possible meant designing in what was needed as it was needed. It also meant staying focused on the value we create, and experimenting and iterating until we’re happy with what we’re doing.
3. Culture matters more than anything. Building the board (and organisation) that we want to be part of is attending to not just what we do, but how we do it, and why we do it. This means investing in relationships, growing trust, and staying connected to our social and environmental purpose.
So given all that, how do we govern?
We do practically everything digitally. Conscious Consumers is both a sustainability and a technology business, so digital governance is a no-brainer. Working digitally reduces our paper footprint, and enables us to work outside meetings from anywhere in the world.
The key tools that we use to get things done are Google Docs and Loomio, which we touch on below.
Dave Clearwater (Acting Chair): “We each had different preferences for how we wanted to work. It took both consistency and persistence using the same tools over a few months before we had a shared level of comfort and efficiency.”
Ben Gleisner (Chief Executive and Co-founder): “Having everything online means I can access it anywhere at any time, and means the discussion between meetings is always active and coordinated.”
We meet really often. Over the first few months, we met for an hour weekly. Then we shifted to two hours fortnightly. The weekly meetings were a big ask of our new board, but I think this made a big difference.
- We got used to our shared process, docs, and tools faster
- We got to iteratively improve just about everything a lot faster
- We built our team dynamic and culture faster.
As of December we moved to monthly meetings, with board sub-groups meeting in between.
Mike de Lange (Director): “Having efficient processes meant that we could move quickly through the agenda, and use our time for value adding discussions. This really helped us set up the board flow, and develop our common models while learning how to work with each other.”
Charles Vaughan (Advisor): “We’ve seen awesome companies hindered by dysfunctional boards. Meeting so frequently for those initial months enabled us to get our team functioning at a high level faster.”
We check in at the start of each meeting. High performance cultures want strong foundations of trust and empathy. We begin every meeting with a check-in protocol that I learned from my Ākina Foundation colleague Rowan Yeoman.
The check-in protocol is a round of those present, where we share what we’re bringing into the meeting. By that, I mean what’s top of mind, how we are feeling, or what is going on with us. Check-ins quite often feature stuff like: what is stressing us out right now, what personal stuff is affecting our state of mind, what we are excited about, or what our energy levels are at that particular time.
Each person completes their check-in by saying “I’m in”, to signal they are committing to the meeting, and the group responds with “Welcome”. This may sound super cheesy, but as Rowan says: “Trust me, it works”.
These check-ins are partly a nice warmup to the meeting, but mostly they are an exercise in building understanding of the emotional context we’re each bringing to the meeting. How we behave in a meeting is often more about of what’s been going on for us, than it is about the content of the meeting itself. Understanding where our colleagues are coming from helps us to empathise, appreciate and accommodate each other.
Dave: “Check-ins have really helped us see each other as a whole person, building trust and empathy into our team as we go.”
Ben: “Listening to the things going on in board members’ lives has brought us closer together, provided a wider context for each meeting, and has given an opportunity for people to share things on their mind and then let them go.”
We use Loomio to progress more complex discussions outside our meetings. Loomio is a tool that enables us to progress discussions online. Whether we’re working on policies, planning, feeding back on reporting, or doing anything that wants threaded conversations, Loomio is what we use.
We don’t typically use the formal proposal making, voting and decision taking functionality. While we might use that for particularly important decisions where we want the agreement captured, we tend to leave the agreements for meetings.
We find Loomio particularly helpful in instances where we have a question to resolve or decision to inform. In these cases we individually canvas our contacts or do our own research, and drop the insights into the relevant Loomio thread. In the meeting, we summarise the Loomio thread (which is linked from the relevant agenda item), and set our agreements or actions.
Dave: “We’ve found that the more we discuss on Loomio, the less we feel we need to minute discussions within meetings. By linking to the relevant Loomio thread, we have an easily identifiable record of the context and considerations we used in making important decisions.”
Ben: “Loomio is particularly useful for dealing with the big, complex issues. It provides a forum for sharing thoughts, research and proposals, and keeps all these discussions in one place. I love that there is always a record of discussion in one place that can be drawn on at any time.”
We use a single Google doc for all our meeting agendas and minutes. A single doc for agenda and minutes makes for easy reference of previous agreements or actions. It also reduces agenda admin, as it’s all in one place, and everyone knows where to look.
The most important agenda items (usually there are a couple) get bolded. This is where we aim to spend the biggest chunk of time across the agenda. By contrast, any stuff on the agenda that we could harmlessly push to the following meeting is left in italics. This makes for a quick, visual way to understand what we’re doing and what needs to get covered.
During meetings, we have one person take minutes. Being a Google doc, anyone else can amend or add as we go. The Meeting doc is put up on the wall via a projector. While people generally have our various documents open on their own devices, we find having a projector helps focus discussion at hand.
We don’t minute the discussions, except where we think the substance is extra important and not already covered in a Loomio thread.
The main things we capture are agreements and actions. These are marked as such in the minutes, with the specific wording confirmed at the time, so no-one needs to reinterpret notes or formulate actions for others to review after the meeting.
Given that the docs can be edited by any of us at any time, after each meeting, I PDF the minutes for that specific meeting, and save them in a folder on our Google Drive. This provides a secure record that is there should we ever need it.
Ben: “Real-time minute and action taking is a massive time saver and ensures everyone is (literally) on the same page at all times. There is no ‘follow-up’ activity — it is all done and dusted by the end of the meeting.”
Mike: “A single running document for everything is such an efficient and low touch process, that I’ve started adopting it for my own business. I’ve scrolled through it many times, looking at the progress week on week, and referring to previous agreements.”
We use a single document for all our plans, policies, risks, actions, conflicts. The partner to our Meeting doc is what we call our Board doc. This is also a Google document. This one contains our plans, policies, our risks, our conflicts of interest, and our gigantic action register. We’ve jammed all these together to create what is, in some ways, the one voice of truth. It shows where we are, where we are going, and what needs to happen next.
The action register contains every action point we’ve taken since we started. Every meeting, we add the new actions on top. Does that make for a really long document? Yes. It’s a monster. But we like being reminded of all the work we’ve done so far.
So we effectively use two Google documents to run our board, our Meeting doc and Board doc. They’re editable by the whole board, so anyone can get in there and make changes, add comments, or destroy them completely (so far, so good).
Dave: “Having just the Meeting doc and Board doc as our backbone documents simplifies our lives as directors. Almost everything we need to govern is in just those two files, which helps make it easier to shift context from our day jobs into Conscious Consumers.”
Mike: “Our Board doc provides complete visibility and transparency that our whole organisation can view and align to. It also serves us well when we integrate with advisors and onboard new people.”
We use a model called VOGSM for our planning. Our Board doc opens with our goals. This takes to the form of goals, strategies and measures/tactics. These sit under our vision “to create a world where businesses and consumers prioritise people and the planet” and current objective “Commercially validate our technology and position for further investment to scale domestically and launch internationally”.
Our vision and objective are the first parts of what we call our VOGSM model (vision, objective, goals, strategies, measures). This was adapted from a nice planning model called OGSM, which we got from our brilliant advisor Antony Young and stuck “vision” on the top. It effectively boils down to a single page that captures our why, what and how.
Mike: “I’m a firm believer in keeping the big picture goals firm and concise, aligning everyone in the company, while keeping the the path to get there open and flexible.”
Ben: “I love having a simple set of measurable goals to focus on, and goals that everyone in the organisation can clearly see how their work is contributing towards.”
We use the Policy Governance model for policy setting. We really wanted to avoid drowning Ben in numerous, dense, policy documents that would be too hard to stay across let alone execute on. We also wanted to avoid the opposite, where the board avoids writing policy, and instead leaves the Ben to navigate the various discussions, comments and decisions minuted over the ages.
So our starting point with policy writing was John Carver’s Policy Governance model. The main idea here is that you distinguish between “ends” (where you want to get to) and “means” (how you will get there). Determining the ends we want is primarily the board’s job, while determining the means of how you’ll get there is primarily the CE’s job.
As a board, we capture our ends in the vision, objective and goals in our VOGSM. Then we set policy that constrains the means around how we and the CE can achieve those ends. We describe these as our Board Policies, which break down into three categories:
- Executive limitations. These constrain how the Executive can achieve those ends. For instance, “Ben can spend up to $Xk without board approval”.
- Board and the Chief Executive. These describe what the board expects from the CE. For instance, “Ben to provide monthly reporting by the 10th of each month:.
- Board process. How we’re going to work together as a board. For instance, “We’ll meet fortnightly. Dave will share the draft agenda at least two days prior.”
When needed, we link to more complex policy documents (like our conflict of interest policy, for instance). But otherwise, our full set of board policies is about a page.
Dave: “I think there is a certain personality type that geeks out over this kind of process stuff. I love the structure of it, but I could also see how this wouldn’t work for a lot of people.”
Ben: “Having a clear set of processes means stuff is rarely missed or needs ongoing clarification. I have a simple set of expectations of me as a CEO, and it makes my life easy.”
We try to balance our management of risk with the hunt for opportunity. We don’t want to be one of those boards over-emphasising compliance and risk management. We were inspired by the McKinsey article about forward-looking boards that recommended boards plan their year and meetings to ensure a healthy mix of that back-looking oversight and forward-looking strategy development.
Specifically, this includes incorporating insight and voice of customer into the board’s activity to provide a basis for sound strategic planning.
Dave: “In some ways, this feels like planning the important non-urgent work that often gets squeezed off the agenda.”
Ben: “Our Board Schedule provides a great balance between getting the necessary stuff done as well as clearly identifying the strategic issues that board members are involved with now and plan to address in the future”
We’re experimenting with a director exchange programme. It’s hard to learn governance without doing governance, particularly as boards generally have a duty to confidentiality that makes them closed off affairs to the rest of the world. Our sense was that we could learn from seeing other boards in action, and possibly others could learn from us too. So we’ve started swapping meetings with other directors. We observe one of their board meetings and they observe one of ours. If you’re interested in doing an exchange like this drop us a line (board@consciousconsumers.org.nz).
Mike: “There really is a ton to learn, and sharing best practices is a great way to build connections and a support network.”
Charles: “It’s important to us that we can access a good diversity of skills and experience. We are constantly asking others outside our board to share their expertise, which helps us govern with a greater perspective, avoiding unidentified potholes farther down the road.”
Seven months in, we’re proud to say that we’ve designed something that works for us. It’s far from perfect, but it has worked for us as a system that is helping us deliver on our vision, while learning and improving our practice as we go.
Up next for us is strengthening our board with female directors. We’ve identified a set of needs for our board, including increasing our diversity, and will be on the hunt for new directors and advisors soon.
Organisationally, we’ll continue to validate our new products and push for the customer success that will prepare us for our second capital raise.
In the meantime, we have questions that we would like to hear from you on:
- How have other boards been successful with online tools?
- If you’ve been on a board, do you have any specific tips of your own?
- Who are the great NZ boards, Directors and Chairs that we could all learn from?
