Introduction

For many founders, one crucial aspect that often sparks debate in entrepreneurial circles is the timing of establishing a board of directors for a startup.

Traditionally, boards are associated with mature corporations, but in the evolving world of startups, the question arises on whether it too early to have a board of directors?

This article aims to explore the arguments for and against setting up a board at an early stage, emphasizing the importance of the right composition and the potential pitfalls that may accompany such a decision.

This article aims to redefine the narrative, asserting that setting up a board is not a luxury but a strategic necessity for founders.

Founders often question the timing of board formation. The truth is, the earlier, the better. But be rest assured that your board can either make or mar you. So be watchful of who you have on the board.

Generally, all C-corporations and S-corporations in Delaware are required to have a director (this is also a similar mandatory requirement prior to incorporation in most jurisdictions) which often time composes of the founders and not a well-structured board like the big companies would have.

While legal obligations may dictate the need for at least one director, the board’s role extends far beyond mere compliance.

In the early days, startups may not give much thought to formal board meetings. The focus tends to be on building and iterating products. However, as outside voices like investors and directors enter the scene, the need for more structured discussions becomes apparent.

Why Board Discussions Matter:

• Engaging Stakeholders: Board discussions become essential when external stakeholders, like investors and directors, join the journey. These meetings provide a platform to tap into their insights, align strategies, and supercharge growth.
• Smart Decision-Making: Board discussions are where key issues are tackled, and decisions with a strategic impact are made. This kind of structured decision-making helps set the right course for the company.
• Transparency and Accountability: Regular board talks foster transparency, keeping everyone in the loop. This transparency is a powerful tool for accountability among team members and leadership.

What is the role of the Board that the Founder and its Co-Founders cannot do?

Since prior to setting up the board, the company through the founders have been part of the board, so the big question is, why then dies a startup need one when they have the founders to internally make the decisions?

While founders initially handle decision-making, the introduction of a board, especially independent directors, bring an external perspective devoid of day-to-day operational involvement.

This objectivity allows them to assess the company’s performance, strategy, and risk without being clouded by internal biases.

Some startups decide not to have a conventional board until they have outside investors. Instead, they might put an advisory board in place, which can provide advice and investment to the company’s leadership without controlling the founders in the way that a board would.

This is also an option to explore. Some startups choose to have advisory board members who provide specialized advice without having the same level of fiduciary responsibility as full board members.

Advisors can be experts in specific areas, such as technology, marketing, or legal matters. One of the primary advantages of forming a board early is gaining access to experienced mentors and advisors who can provide invaluable strategic guidance.

Their insights can help founders navigate challenges, identify opportunities, and chart a course for long-term success.

When is the Right Time to Build a Board?

Now that we’ve established the the role of the boards, the question remains: when is the right time to build a board for a startup? While there’s no one-size-fits-all answer, there are several key considerations:

1. Stage of Development: The ideal time to establish a board depends on your startup’s stage of development. In some cases, it can be as early as the pre-seed or seed stage. If your company is beyond the ideation phase and is actively pursuing growth and scaling, it’s a good time to consider forming a board.
2. Funding: If you’ve secured seed funding or are in the process of raising a significant amount of capital, it’s an opportune moment to bring in board members. Investors often expect startups to have a governance structure in place to protect their interests.
3. Expertise Needs: Consider what expertise and experience your startup lacks. If you’re entering a complex industry or facing specific challenges, bringing in board members with the relevant expertise can be crucial.

What is the Ideal Board Composition for a Start-up (Who Should be on the Board at the Early stage) ?

Choosing the right members for your board is crucial. In simple terms, they should bring valuable networks, contacts, and leads.

They need to be open to making important introductions and providing practical advice. Think of them as your “safe space” – mentors who’ve been through it all, helping you make better decisions and understand both your strengths and areas for improvement.

And here’s a reality check: your board is like a showcase to investors. If you assemble the right team, it can positively impact your value in the eyes of investors in the next funding round.

So, don’t pick your chair just because they’re a family friend or your cousin is an accountant. Board members should be chosen based on their expertise and relevance to your startup, not just because you know them or they worked in a similar sector decades ago.

The ideal board composition for a startup depends on various factors, including the stage of the company, its industry, and specific needs. While there is no one-size-fits-all approach, here are some realistic considerations for building an effective startup board:

• Founder/CEO: The founder or CEO is a crucial member of the board, providing leadership and the vision that drives the company.
• Investor Representatives: If your startup has secured external funding, having a representative from major investors can be beneficial. These individuals have a vested interest in the company’s success and can provide valuable insights and the right networks. These categories could be common Directors that represent the common stockholders and shareholders; Preferred Directors that are preferred stockholders. They can choose to have a representative jointly or severally. This should be dependent on the need and value proposition.
• Independent Directors: Independent directors bring an unbiased, external perspective to the board. They should have expertise in the industry and relevant experience but should not be involved in day-to-day operations. Independent Directors who are third-party members whose role is to represent the company’s interest alone. Independent directors do not have stock in the company. However, in the event of a deadlock or disagreement, the independent board member play a pivotal role in breaking the tie, ensuring that the company’s best interests are upheld.
• Industry Experts: Including individuals with deep industry knowledge and experience can be advantageous. They can offer strategic guidance, valuable connections, and a broader understanding of market trends. Individuals with a strategic mindset can help the startup plan for the future, anticipate market changes, and navigate long-term challenges.

Board members with extensive networks can open doors to potential partnerships, clients, and talent. These connections can be particularly valuable for startups seeking to expand their reach.

It’s essential to strike a balance between having a diverse set of perspectives and keeping the board at a manageable size. In the early stages, a smaller board might be more practical, with the option to expand as the company grows.

Regular assessments of the board’s composition and performance can help ensure that it remains aligned with the company’s evolving needs.

Ultimately, the goal is to assemble a board that provides strategic guidance, holds the company accountable, and contributes to its long-term success.

Avoiding Bureaucratic Pitfalls

Startups are not the regular large corporations and the Board structures should reflect this reality. This article identifies the dangers of adopting bureaucratic governance models, while emphasizing the need for agility, flexibility, and a focus on tangible outcomes.

Board discussions should match the fast-paced, ever-changing nature of startups.

You necessarily do not need to have a 6-10 men member of the board; all you need for every phase are people whose vision align with the Company’s goals and are able to offer strategic and meaningful impact. You do not want a board member that will sabotage the Company’s efforts and growth.

You may change the board structure if you feel the current composition does not meet your current need.

Effective Startup Board Meetings: Maximizing Impact

You honestly do not want to turn your board meetings into “bored meeting” without any value added or a routine like process which a regular update would ideally solve. You want want to ensure that your board achieves the purpose and the strategy set.

Ahead of the meeting, share the board packs with the board ahead of the discussion. Take away the mindset that it is just solely to give updates, be intentional about what you need from your board members. Set a clear agenda and be opened to feedback as a founder.

Focus on Strategic discussions and prioritize strategic discussions over operational details. While operational updates are essential, board meetings should primarily focus on high-level strategic decisions, long-term planning, and addressing significant challenges and opportunities.

Ensure that each meeting concludes with clear and actionable takeaways. Clearly outline decisions made, tasks assigned, and follow-up actions required.

This accountability ensures that board discussions translate into tangible outcomes. Have a company secretary to help prepare this and share the major action points after each meeting.

It is important to regularly evaluate the effectiveness of board meetings. Solicit feedback from board members on the meeting structure, content, and overall impact. Use this feedback to make adjustments and continuously improve the meeting process.

Recognize that the needs of the company and the board may evolve over time. Be prepared to adapt the meeting format, frequency, or structure to accommodate changing priorities and challenges.

Conclusion

As founders and investors, the melody of success lies in the harmonious collaboration between visionaries and strategists. Amazing board members can be transformative with important advice and access and can also help attract great business relationships. Bad board members can make business very unpleasant.

As your startup scales your board will too. And if you build the foundations of your board thoughtfully, it will aid your startup in the years to come.

[Featured Image Credit]

She is an LLM graduate of Business Law and currently heads the legal and compliance team at Future Africa. 

Ifeoluwa has worked with over 50 startups giving her current role in a VC firm and in her capacity in the tech ecosystem.

TE: What actually led you to pick interest in startups?

Ifeoluwa Adepoju: I’ve always been drawn to startups because they’re like the underdogs with big dreams. Imagine this: a small group of people with a brilliant idea, working hard to turn it into something amazing. That kind of energy and determination is contagious.

Before I moved into the VC space, I have worked with many founders and their needs to get the right team, the right agreements, getting them ready to become investable, starts right from the formation of the company.

There’s this one startup I worked with early on. They had this revolutionary concept, and I got to be a part of their journey. We faced challenges together, including legal complexities, and celebrated victories.

Seeing them grow from a small idea to a successful venture was incredible, and it fueled my passion for helping startups thrive.

It’s like being part of a story where every small decision can make a huge impact. That’s why I love startups – they’re full of potential, surprises, and the thrill of making things happen.

TE: A lot of startups struggle to raise funds. What do you think is responsible for this?

Ifeoluwa Adepoju: It is one thing to have a great idea; it is another to tell your story. The impact of storytelling is great when it comes to storytelling. One thing that makes each compelling story about how their product or service addresses a real market need is crucial in attracting investor interest.

Investors are not just looking at numbers; they want to be captivated by a story that resonates with the problem the startup aims to solve.

When startups can articulate their journey in a compelling way, it humanizes the business, making it relatable and memorable.

The power of storytelling lies in creating an emotional connection, helping investors understand not just what the startup does, but why it matters. A well-crafted narrative helps startups stand out in a crowded market. It differentiates them, making them more memorable amidst numerous pitches.

Successful fundraising often starts with a captivating story that leaves a lasting impression on potential investors, compelling them to be a part of the startup’s journey.

TE: What are the things startup founders must bring to the table to convince VCs to make investment decisions?

Ifeoluwa Adepoju: Clear Vision and Mission: A well-defined vision and mission that communicates the startup’s purpose and long-term goals. VCs want to invest in founders who have a clear direction for their company.

Transparency and communication.

Coachable founders and Capable Team: A skilled and dedicated team with relevant expertise. VCs invest not only in ideas but also in the people behind them and people who are teachable

Traction and Milestones: Demonstrable traction and achieved milestones, showcasing that the startup has made progress and has the potential for scalability. This could include user growth, revenue, partnerships, or product development milestones.

Market Understanding: In-depth knowledge of the target market, including a thorough understanding of competitors, potential challenges, and the overall industry. VCs want to see that founders have conducted comprehensive market research.

Effective Storytelling: The ability to tell a compelling story. Founders should be able to communicate their journey, challenges faced, and how they overcame them. Storytelling helps create an emotional connection with investors.

Scalability Plan

TE: There is ongoing debate as to why VCs prefer to invest in a Deleware Corporation than an LLC. What is your take on that?

Ifeoluwa Adepoju: Registering a company in Delaware, whether as an LLC (Limited Liability Company) or a Corporation, is a popular choice for many businesses due to Delaware’s favourable business-friendly laws for startups.

LLCs are “pass-through entities,” meaning that profit (or loss) is passed through to the owners as income, and is taxable as such. VCs want no part of this as they are not investing solely to have any of the profits or losses of these businesses pass through to them.

Instead, VCs want to invest in C corporations, where the profit and loss are ascribed to the business and not the owners, allowing losses to be used to offset future revenues for tax purposes.

This does not mean that some VCs are not open to taking on these risks and there are other options available to the VCs as well which I am writing on and should be published soon.

TE: When is a startup due to have a board?

Ifeoluwa Adepoju: It is never too early or late. What matters is having the right members who have the same goal and passion as you. You can wait till you become big and still not

TE: This year we have witnessed some startups shutting down business/operations. Some due to financial mismanagement, economic situations, lack of skills. But for you, do you think there are foundational challenges with startups, especially in Africa?

Ifeoluwa Adepoju: Beyond the personal mismanagement by founders, where fundraising is sometimes viewed as an opportunity for personal financial gain rather than contributing to the company’s overall objectives, I’ve identified additional critical factors.

One major concern is the regulatory environment, which often lacks the conducive conditions necessary for a thriving business in many African startup ecosystems.

Furthermore, the engagement of shareholders and venture capitalists (VCs) post-investment is crucial. The lack of follow-up by investors can pose a significant challenge.

This emphasizes the importance of a robust board that includes experienced mentors. With the right board members providing guidance and mentorship, startups stand a better chance of navigating challenges and achieving scalable growth.