A VC in Vacationland

One of the most consistent mistakes among startup CEO’s is not preparing or over preparing the board in advance of meetings.

I recognize that there are two very different schools of thought on this subject–one school, which I’ll call "full and equal disclosure" ,says everyone should hear the same messages at the same time and them discuss things in a collective environment.  The other, the "schmooze the key players in advance" school says that the CEO should alert key Board members about certain topics and have a preliminary discussion as to how best present any issues, etc.

I have been members of both kinds of boards.

My take?  Either approach, taken in it’s extreme, is bound to cause problems.  In the "full and equal disclosure" board meetings, I have sat through sessions that wasted huge amount of time because one or more Board members simply had no idea what was going on in the company.  They were not that involved in the company and the CEO had not taken the time to bring them up to date prior to the meeting.  In the "schmooze the key players in advance" boards, I have attended meetings where everything seemed to be decided in advance by a few Board members and the CEO. You have to ask yourself if the potential liabilities from "hidden decisions" is worth the benefits of participation.

The optimal board management process should include both one-to-one discussions as well as collective decision making.  As long as everyone is treated equally up front and made aware of issues that may be contentious, collective discussions can occur among better informed participants. The problems arise when smaller cliques form and board decision making happens at the micro level instead of at the full meetings.

CEO’s need to treat all Board members as equal decision makers. Anything else can cause conflict and problems for the Board. Not prepping the Board at all creates the wrong environment for decision making, with too much time being spent of bringing everyone up to speed and too little on honest debate and decision making.