This guest post was written and published by Emily Green, an independent board director & advisor to multiple companies following a recent Board Member Roundtable at the Core Summit.
Underscore’s first ever Core Summit included, among its functional breakout sessions, a gathering place for board members. If the Underscore team wasn’t sure about Core interest in this group, I think we answered that question pretty clearly, since attendance was standing room only. Based on an informal show of hands, our group was comprised of about two-thirds current or former company board members (both public and private), and one-third entrepreneurs looking to form a board and leaders preparing themselves for first-time board service.
As the discussion’s co-chairs, Chuck Kane and I herded cats, building potential discussion topics around the roles, responsibilities and value-add of a company’s board.
Our deepest discussion was around independent directors on company boards. What role do we play? Just a few of the insights we gathered:
- Independent boards members aren’t there to be the CEO’s pal. We’re there to care deeply about the CEO’s and the company’s success and integrity — on behalf of all stakeholders, not just the money folks.
- Independents frequently bring prior CEO experience – which lets us offer some informal support to a less experienced CEO. That can mean we augment our work at board meetings with informal coaching – someone the CEO can call for a quick take.
- Sometimes, independents deliver the bad news: We can be the directors who offer to convey some straight talk to the CEO: “Hey, you should know: we think that was messed up. Here’s what I might have done…”
What do candidate independents care about in considering whether to join a board?
- Can we understand the business? Can we see a match between our experiences & expertise, and the company’s potential needs over the next few years?
- Do the company, CEO, and investors have integrity? Can we trust the people and entities we’d get involved with?
Another hot subject was how boards provide value to the business beyond their fiduciary duties. Elements included:
- Money, people, deals: CEOs frequently focus on these core things that boards can and do bring to the table.
- Asking the tough questions: Boards principally dig into the business – not to solve problems directly but to ensure they get attention. “Noses in, fingers out,” is the shorthand. Do we have a winning strategy? Have we set clear milestones and metrics to know if we’ll get there? Are the right people in place to make it happen?
- Ensuring the company has the right leader. Possibly the most difficult, but also the most central question a board has to be prepared to ask concerns the CEO. Can we help this CEO grow as the company does? If not, how and when will we lead a transition to the right next leader?
But we raced through our time allotment with many more topics untackled: board compensation, board diversity, activists, accountability, down rounds… The one that might have garnered the most votes for a next session was how best to learn to be a board member — we can’t all take the Stanford board class taught by Greylock’s David Strohm. (Full disclosure: David is an investor in and Advisory Board member at Underscore). Yet, Our vibrant startup community should be helping not just to form companies, but to prepare the boards the companies will need to prosper.
Looking forward to the next Core get-together.