3 rules every board member should follow
I served on a board years ago which had a chronically late director. When present, he acted as if there were someplace he’d rather be. He required additional explanations to get up to speed on most topics of discussion. His opinion trended negative, but was rarely informed by data. I got the general impression that his head wasn’t in the game.
At the time, I was still learning the venture business and asked one of my mentors what this guy’s deal was. The response was one that has stuck with me as a humorous and, too often, accurate analogy:
Mentor: That guy’s a “seagull VC.”
Me: What do you mean?
Mentor: He flies in, eats all the food, shits all over the place, and leaves.
I had no desire to be a seagull, obviously, so I started actively observing the other VCs I admired. What did they do to create a functional relationship with the board and the CEO of the company?
The answer has crystalized for me over time. As a board member, you should have a covenant with the company above and beyond your standard fiduciary duty. The promise I personally make is to be (1) engaged, (2) informed, and (3) available.
Engaged means presence at the board meeting. No late arrivals or early departures. No cell phone distractions or other “emergency” calls. No checking email under the table at each lull in conversation. No withholding your opinion and waiting for someone else to bring up difficult topics. Simply put, your presence goes beyond the physical. Your mind needs to be active for the discussion at hand.
Informed means that you’ve made yourself an expert on the business — its metrics, its goals, its plans, its near- and long-term needs. You should know what is in the critical path to success and how the management team feels about its progress in that direction. You should understand the capabilities and weaknesses of not only the CEO, but of her management team as well. All this context is crucial because, without it, each board meeting consists of “getting folks up to speed” instead of discussing the core issues of the business.
Available means that you prioritize the company’s time above and beyond all other work commitments. I know several VCs with unsustainable board loads that run from meeting to meeting and have little time for that urgent board call. As your board grows in number n, Metcalfe’s Law ensures that the complexity of scheduling each marginal member will grow as n². A single overcommitted, or otherwise unavailable, board member can really throw a monkey wrench in your decision-making apparatus.
As CEOs, you should hold your board members to standards like these. And if you’re conducting due diligence on a potential board member, go ahead and ask questions that reveal his aptitude along these three dimensions. Remember — all it takes is one seagull in the boardroom to make an annoying mess. And you have to clean it up.
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