In this episode, we will explain what a Board of Directors is and is *not*, its roles & responsibilities, and how it should evolve over time.

Navigation:

• Intro (01:34)
  
• Section 1: What is a Board of Directors (02:10)
  
• Section 2: Taxonomy (06:20)
  
• Section 3: Evolution of Board structure over time (12:08)
  
• Section 4: Board Composition (18:38)
  
• Conclusion (29:47)
  

Our co-hosts:

• Bertrand Schmitt, Entrepreneur in Residence at Red River West, co-founder of App Annie / Data.ai, business angel, advisor to startups and VC funds, @bschmitt
  
• Nuno Goncalves Pedro, Investor, Managing Partner, Founder at Chamaeleon, @ngpedro
  

Our show: Tech DECIPHERED brings you the Entrepreneur and Investor views on Big Tech, VC and Start-up news, opinion pieces and research. We decipher their meaning, and add inside knowledge and context. Being nerds, we also discuss the latest gadgets and pop culture news

Intro (01:34)

Bertrand

Welcome to Tech DECIPHERED, episode 38. This is the first of two episodes where we will discuss about how to manage your board from a CEO perspective, mostly. The idea here is to talk about why do you want a board, what’s the purpose of a board, what would be the taxonomy about running a board, the evolution of a board, its composition, how you should manage your board, as well as other board, like an advisory board, as well as sharing some perspective from a board member perspective or from an advisor perspective.

Section 1: What is a Board of Directors (2:10)

Nuno

Indeed. Maybe we start at the beginning. What is a board of directors? I think that might be a question that gets thrown quite a bit. I’ll read from a definition. Some of the stuff we’ll be doing today is based on a document I prepared a very long time ago and some other things that Bertrand dug out. But just to directly quote, a board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. A board’s activities are determined by the powers, duties, and responsibilities delegated to it or conferred on it by an authority outside itself. These matters are typically detailed in the organization’s bylaws. What is a board? A board represents, basically, normally actually shareholders. Shareholders and other stakeholders in a company. It depends on the country. We know, for example, in Germany, that boards of directors also have in many cases representation by unions. But in the case of what we will discuss today for the most, we’re going to talk about startups and tech companies. Normally, boards represent shareholders, and they represent the interests of shareholders. So the people that are on a board of directors are there to make decisions around a couple of areas that are vital to the well-being and growing of the company in representation of a larger group of shareholders.

Nuno

The typical duties of boards of directors obviously include the governance of the company, so all the key policies and objectives of the company. The selection, appointment, supporting, and reviewing of the performance of a chief executive. We’ll come back to that as well. It’s normally a contentious issue, but it is the responsibility of the board to do that. Making sure that the company has their adequate financial resources to sustain itself, to be a growing concern, proving annual budgets, strategic items, any accounting that is done to other stakeholders of the company, including shareholders. And last but not the least, and there’s many other things a board can do, but last but not the least, setting the salaries and compensations for company management. This should be interpreted under the logic of the senior people of the company, certainly the CEO, maybe founders, and other core people to the company. In a nutshell, what the board is responsible for is governance on the one hand, and on the other hand, what I would call mostly strategic decisions. Strategic decisions that link to the financial well-being of the company and that link to its organizational stand, that link to its strategic elements.

Nuno

What does a board not do? A board is not the executive committee of the company. It’s not responsible for day-to-day decisions or management of the company. We’ll talk about it later. And when we talk about composition, there might be members of the board of directors that are executives, but the board is not responsible for day-to-day. It’s not responsible for managing Johnny or Mary, or making sure that they’re doing a good job on their day-to-day basis, etc, etc. It might be that Johnny or Mary are strategic in some discussions that get brought to the board, but it’s definitely not the board’s responsibility to manage them on a day-to-day basis. It’s definitely not the board’s responsibility to manage the operations of the company on a day-to-day basis

Bertrand

Maybe one point to never forget as a board member is your fiduciary duty. You are not here to just represent yourself, your fund, your interest. You are actually here to make sure that the organization is overall well managed, that it stays in some financial situation. And to do that, you need to be objective, unselfish, responsible, honest, trustworthy, efficient, hopefully. And at the end of the day, you need to act for the good of the organization, the company, the business, rather than for the benefit of yourself or some of the shoulders you represent. Your work as a board member is for the good of the organization.

Nuno

This is a pretty vital point that you highlight here, often forgotten by both sides of the table, by the executives in the company, people that work on the day-to-day, the CEO, the chief operations officers if they’re board members, and in many cases, also forgotten by investors. Obviously, we are there to return the most money to our own investors, to limited partners if we’re a venture capital firm. But at the end of the day, we also have to represent the best interests of the company. If we do something that’s egregiously against the best interests of the company, although it might be in the good interests of us as shareholders, we might run into trouble. So again, it’s something to remember at the end of the day. I’ve been on many boards of directors, and sometimes people forget. Sometimes they forget very aggressively, sometimes they forget for a short period of time and someone needs to remind them that’s what they’re there to do. Maybe this is a good way to migrate the discussion into precisely what is the taxonomy for the people attending a board meeting. And obviously, we have executives, non-executives, independents, all this stuff.

Nuno

Bertrand, do you want to give us the lay of the land?

Section 2 – Taxonomy (06:20)

Bertrand

Yeah, sure. It’s quite typical to have some founders as well as some executives as part of the board. Obviously, some founders might be executive in the business, might be employees in the business, or actually might have left the business but still sit on the board. So these executives, when they are on the board, they should act as board members. They should wear board member hat. And executives, of course, can be a CEO, COO, CFO, chief product officer, chief revenue officers. So you might have different execs that are board members. And o- course, what might happen in a board meeting is that you will bring as needed, but that’s different from being an executive board member. If we go on the other side, non-executive board members, you have, of course, typically the investors. So if you raise money, you might have a seed investor, you might have a Series A, a Series B. Typically, you might have multiple investors in a round of financing. And there, typically, you might have only the lead or potentially the co-lead having a board seat. And what happens is to step by step end up with also some independent board members, one, maybe two that are more neutral and they do not represent investors as they do not represent executives.

Bertrand

They are just independent.

Bertrand

Obviously, some board members were introduced by the CEO, might be introduced by some VCs. So they might have some connections with one side of the table more than another. But at the end of the day, they are supposed to act independently. And you can also talk about inside investors, meaning execs and investors, and outside directors, meaning as independent. Inside versus outside directors is another way to talk about it. Sometimes some people might be surprised to see some co-founders who are no longer executives, no longer in the business, still on the board. They stay there because they have knowledge, they have expertise in the business, and sometimes they might have significant shares and control of the business but might not want to still be operational.

Nuno

Likely, if they’re still there, they are investors. They still have stock in the company of some sort. Normally common stock, but it is a significant amount of shares, right? So there’d be non-executive investors that just obviously happen to be co-founders of the company at the end of the day.

Bertrand

Yeah, and if we go about non-board members, you have different type of people who might still be joining the board. So you can have a company secretary, a company lawyer to make sure the minutes are taken properly and we’ll talk about it, to make sure the legal matters are respected. Typically, that can be an insider, a person working at the company, or it could be your external counsel, quite a lot of counsel. By the way, in Silicon Valley, specifically, provide that for free, so they don’t charge you for their time working at the board. That’s a good tip to know.

Nuno

I wonder why.

Bertrand

Yes. Definitely, they have an interest to know what’s happening and to propose additional services if they were needed. But there is good value to have a lawyer assisting at the board, end to end, potentially, except some director-only matters. Board observer, this is seen quite a bit in a lot of boards. Typically, board observer would represent either smaller investors or more passive investors. So investors who might want to know what’s happening but don’t want to have or cannot have a voice on the table of the company. Sometimes you might have funds that ask for two board seat, one board seat that is a full one and one that is an observer one. And that’s a way for them to have two people from their team participating. Sometimes, board observer might be a more junior person on the investment side, and that might be a way to train them. But that can also be a way to have someone who will spend a bit more time in the details, in the analytics, in the numbers, and crunch them more easily for the investors preparing better the meeting.

Nuno

A lot of people always say, Why would an investor ask for board seat and then board observer as well? I actually do it once in a while. And it’s exactly for the first reason you mentioned, you want to create bench. You want to have your associates, your principals, and maybe that have a little bit less exposure to boards and how board meetings are run, what you need to prepare, etc to do it, accompanying a partner. They’re not back carriers. They’re not there to just do our analysis and stuff like that. They’re there to really evolve in the role and take their own board seats in the future. And to your point, it’s a good thing because you have two people from the organization, from the VC firm that are up to date on what’s happening to the company. They can represent you within the VC firm. They can help you with connections, and it’s doubled. So instead of just having access to the role decks or the partner, you get access to the role decks of the principal and the associates. If that seems neglectable, it often is not. It often is that a lot of principals and a lot of associates have tremendous role decks themselves. And in particular, they’re very good at networking with other VC firms, which might be helpful, for example, if you’re about to raise another round, or if you want to create some opportunity for business development with other companies, etc.

Bertrand

Yes. At Red River West, where I am entrepreneur and resident, what we also typically do is to have one board seat and one board observer. But for another reason, we have a team that is half West Coast in the US, half in Europe. So here, the idea is also to provide a full-time, all-time coverage, time in the US, time in Europe. Someone who has more time to meet with the team, clients, prospects, investors in the US, and another team member who has more time for European side of things.

Nuno

Maybe just to finalize, obviously, you already mentioned other company executives that are called to the board to present and participate, but they’re not members of the board. Finally, there’s outsiders. There might be subject matter experts that are called in, consulting firms, all that stuff as the company becomes bigger…

Bertrand

Bankers.

Section 3 – Evolution of Board structure over time  (12:08)

Nuno

Bankers. As the company becomes bigger, there might be more and more of these service providers or other players that are brought to the table, but they obviously are not members of the board. Maybe switching and you already started alluding to this, to what a board structure looks like, depending on the stage of the company that you’re in. Normally, when you start, you’re like, let’s say a classic technology startup. You don’t have a board of directors. You may have normally a board of directors who are the founders of the company, but you don’t have an actual board of directors that operates with minutes and does all the stuff properly. Lawyers will at this point wince or cringe when I say this, but the reality is that reality, even if it’s defined in the bylaws and they’re supposed to have board meetings and this, people won’t. In some ways, the stage of just being a non-board-led company actually is becoming longer and longer. It used to be that when the series seed comes in and series seed used to be smaller than they are right now, when the series seed comes in, it would be clear that there’s going to be a board of directors. 

Nuno

Now there’s even companies who are raising Series A. Only at Series A they’re creating boards of directors.

Bertrand

Should we talk about more infamous situation like FTX, where there was no board until the very end?

Nuno

That’s an absolute bad…

Nuno

This is the opposite of a stellar case. It’s the absolute do not do that.

Nuno

The reality for this is very important. Board gives accountability of the executives, but it also brings accountability to investors. Because if investors are more involved in what’s happening to a company that participate in core governance decisions, core strategic decisions, as we mentioned before, it is also very likely that these board members will be more informed if the company needs a bridge round. If the company needs to hire talent, they can provide help. If the company’s actual hands-on help from someone at the VC firm, it is more likely that would come if you have a board rather than you don’t. So a lot of companies and startups think with this mindset of I’ll run faster if I don’t have a board of directors. I’m not sure you will. It really depends. So I always clarify, certainly to the companies we come in, we normally invest at Chameleon at Series C or Series A. If we are the lead, we take board seats and we prefer priced rounds to notes. I’ve explained this in past episodes, but there is this notion of, okay, you haven’t had a board, but you should have one.

Nuno

A gain, this is stage 1. Then stage 2 is, it used to be after the first institutional money, after the first VC comes in, as I said now, it’s a little bit later in some cases. But at some point, you move to a board which typically starts with three people. And magically, three people are two co-founders, one investor, which was the investor that led the round. It might be some variation on this. It might be that in some cases, the VC early on imposes an independent board member, or that the round was a more substantial round than was expected. And there’s two co-leads or two very similar size checks where you have one executive, likely the CEO and founder, and two investors taking board seats. But in general, I would say it’s three. It’s two executives, one investor.

Bertrand

On your point early on, do you run faster or not with the board? It’s tough to say because the board can support you, can help you accelerate things with our contacts, our knowledge, our know-how. So it really depends on who are the founders. There is real importance in structuring a business, structuring how things work. There are legal reasons to do this. It’s not just “good governance” to be careful about how decisions are taken, to be careful about making sure you understand what you should be doing or not. There is real value and mistakes can be painful. There is value to have a board once things start to get serious.

Nuno

There is value and it’s beyond that in the certain sense. It’s also a signal to other investors that might want to come later on on how the company is done. Let’s forget FTX for a second. It is a signal. It is a source of resources. To your point, though, and we’ll talk about it in just a bit, you have to be very cautious on how you structure the board. Even with your investors, you have to be very cautious. Board dynamics are fundamental and boards can kill companies. It’s rare that boards make companies amazing.

Bertrand

True.

Nuno

It does happen that boards can kill companies.

Nuno

In general, if the board is okay and creates a little bit of value, that’s already a huge win. That’s my experience. Maybe moving to the last step, obviously, as a company raises more and more money goes through Series B, Series C, mid stage, as I would call it, and then into larger growth rounds, it’s very likely the company will get to five to seven board members at some point in time with a variety of observers. It is also likely that if the company goes towards an IPO, a public offering, it restructures its board to have more outside directors because obviously independent outside directors are privileged at that point in time with certain levels of expertise.

Nuno

We’ll talk about a couple of other dimensions on board composition in a bit, but in general, that’s the state. It says it’s nothing, no board or no real board, three people, more or less, five to seven, and then at some point you’re huge and you’re public company and you might have nine, 11 board members, but that’s a different ball game altogether. I would highlight one important issue that often happens, which is boards are their own entities. I just mentioned before, they help or they discourage the growth of the company in some cases through their decisions. Their dynamics are very, very fluctuating depending on a variety of things. And so again, as you go through these cycles, it’s not guaranteed that a board member that invested in you in a series seed will still be with you when you get to an IPO or when you’re raising even your series D. The half life of a board member really depends on the series they came in, but also in the value that that person might be bringing into the board. So again, be very thoughtful about that. I know there are some people that like to have captive board seats.

Nuno

It really doesn’t exist anymore. If the company is doing really well, that becomes very apparent and very clear as you start switching through board members. But again, that’s one important dynamic. As you move through this, some of your board members will cycle in and out. And it’s likely, as I said, at a certain point in time, you’ll have more independents or even some independent board members or outside directors. Also at that point in time, it’s very important to figure out that path through IPO, right? So if you’re going for an IPO, you need to think through things like board committees, and you need to think through things like, do I have the right outside directors? And there’s now some responsibility in terms of minimum number of people that you have and thinking a little bit through, for example, gender diversity and racial diversity. There’s elements that will come much later on the life cycle of the company. But again, these are things that at some point, in particular, the company is doing extremely well, you’ll need to think through.

Bertrand

Yes, it’s a key part of the game. One reason investors leave right before IPO is because it lets them more easily sell their stock. If that’s their decision, being on the board create constraints actually about when and how you can sell stocks either yourself or for the people you represent, your fund. So that’s one big reason for investors to leave the board and that’s something to know.

Section 4 – Board Composition (18:38)

Nuno

If you think through board composition, first obvious thing and you alluded to that, Bertrand, the executives on the board normally are founders. Not all co-founders need to be on the board of directors. We’ve seen situations where there’s three or four co-founders and they’re like, we all want to be on the board. I’m like… That immediately pushes us to a dynamic that’s different because never forget, if you want to have three or four people on the board as executives, I as an investor will then say, well, then I want to have two or three on my side. So at least I balance a little bit the power of the board. And then there might be some another investor, I want to have some people on the board as well. So you’ll start with boards of five, seven people and you’re not even a big company. So it should be the people that have the right amount of contribution to the governance of the company. And for me, there’s this test, does this person really need to be on the board of directors or not? There’s ways around it. You can create observer seats for the co-founders. 

Nuno

You can have all these elements that are there. But at the end of the day, I would be very thought on the executives that you put on a board of directors.

Bertrand

I would say one thing you can do is you can invite other people on a regular basis. If it’s one of your important co-founder, even if he’s not officially a board member, I can stay around for most of the board meetings. And that’s something you enable, at least for a while, as long as it makes sense. One, your other co-founder might provide value, and two, might keep him happy and involved and aware about how things are working at board level, giving some co-founders better perspective. It’s easy to get disconnected from how things are truly working if you are not part of the board.

Nuno

Yeah, but at the same time, I think there’s sometimes this question mark from some co-founders that then don’t get board. He’s like, I’m not participating in the key decisions. Honest to God, that’s not true. There are some strategic decisions and some elements of governance that are vitally contributed by the board. But in general, the companies are run by the executives, and an executive can influence the CEO directly. A co-founder that’s an executive, even if they’re not a board member, will definitely influence the strategy that the CEO will bring to the board.

Bertrand

Definitely.

Nuno

And honest to God, I’ve never seen a very hard-defined, defended strategy by a CEO that got totally killed by a board. There’s adjustments. There might be evolutions. There might be certain things that the board disagrees on, certain allocation of resources that the board might disagree on. But it’s not like I’ll just destroy the whole thing and let’s start from scratch because this is all wrong. That is very uncommon, very rare. If that happens, then there’s already a much bigger issue. There’s already an issue with the executive team and with the CEO.

Bertrand

I was going to say when you say that point around, if there is a well-thought analysis, yes, that’s the keyword. If it’s a well-thought analysis, then things should go well or should not be tweaked too much. The big question is, is it well thought? And as you say, if it’s not well thought, then there is a question about how the execs are working. But also another piece, and we might talk a bit more about it later, about how you communicate to the board. Typically, you don’t want to surprise the board, for instance.

Nuno

No surprises. We’ll talk about that later. That’s a big thing if you guys want to take from today’s episode, no surprises.

Nuno

Then the other part of the board is significant investors. You already mentioned it, normally the largest by round, I would say the rule of thumb is one or two rounds immediately before would have board seats. Obviously, there is an expectation that investors cycle in and out of board seats. I personally have very long half-lives in my boards, so I’m normally more of an exception. I think I’m literally on a board right now that I’ve been on that board for nine years, and I’m not really sure who I’m representing anymore. I’m definitely not representing my stock round anymore. I think I’m almost an outside investor. I’m still an investor, but an outside director. But definitely, you can ask previous round leads that are board members to leave the board and give way for others. That will happen naturally as rounds are being carved, as you have new investors coming on board and saying, you know what, I don’t want to have a board with seven people. This should be a board with five.

Nuno

There’s this old thing around even in odd numbers. We didn’t talk about it, but I’ve been on even-numbered boards, actually a couple. It’s really not that bad. I don’t see the point in it. It’s like, it should be odd. It’s not really a big deal. You can have even-numbered boards and it’s fine.

Bertrand

The logic behind it, of course, is to create a clear majority or not. I think one thing is that typically you have majority, if not actually, not all the time, full agreement of the board on all decisions. There might be debate, there might be questions, there might be, hey, come back in two weeks for a new call so that we can finalize this matter and come back with changes in the plan. But ultimately there is some level of full agreement on most topics. It’s very rare where odd members make it easier to get to a numerical majority. At the end of the day, the other piece of the puzzle is that if you have an even number of board members, you can have a special rights to the CEO. You can have different things that you put in place in term of voting to correct for this.

Nuno

When push comes to shove in you can go to shareholder’s level so it’s not always out of the question that that’s the case. Very important segue to, on the investor side, be very, very thoughtful about the person that’s running your board. They might be a partner for the VC firm and you want that VC firm on board, but make sure that that person is someone you want to work with for at least the next two to three years, probably even longer than that. As I said, I’ve been on this board for nine years. If the CEO of this company really didn’t like me at all, this would be a very painful experience. It’s a long time to be working with someone else. So again, choose the right person. And if you feel in some cases partnerships make the decision of investing, and if you feel there’s someone else on the partnership that you might prefer to have on your board, be honest about the conversation. Be thoughtful in having that conversation with the partner that’s leading the charge that has brought you to attention. But have that conversation, it’s like, maybe that person would be better suited for our board, etc.

Nuno

This functionality in boards, in my opinion, normally comes from two things. It comes from one person at the board that for some reason thinks they’re smarter than everyone else. They know all the truths. Normally, someone who’s pretty aggressive, could be a CEO, could be an investor. It happens both ways, but this functionality starts potentially there. The other great source of this functionality, and this is something for us to take into account, we’ll talk about what board members should think about later on, is the whole notion of are they sleeping at the wheel, which happens a lot. Actually, most of the big frauds that happen, etc, is the board was caught sleeping. They weren’t asking the right questions. They weren’t seeing the right reporting. They weren’t having the right discussions at the board level. So again, this functionality either comes from one member that for some reason becomes, sorry for my language, an asshole, and then pushes the whole thing into disagreement and fight and politics and all of that, or actually the other side of the table, which is really that people weren’t paying attention. Nobody was asking questions. Everyone was cheerleading and nobody saw what was happening.

Bertrand

On that topic, I feel that it might be connected to all that FOMO in Silicon Valley and not just there everywhere of fear of missing out. Because every entrepreneur talk to other entrepreneurs and you have to not just show a great term sheet, but your reputation has to be great. I think a lot of investors have taken the decision to actually not be controversial, to not be asking questions, to not be challenging, and ultimately being very close to what you say, being a sleep at the wheel, being a cheerleader. But that’s not the role of a board member. The role of board member is to help guide the business, make sure governance is respected, make sure the company is funded and financially sound. But my take is that the past few years, I’ve created a change in mindset of I have to be a yes-man board member so that I can get the next deal because I have great “reputation” of being easy with funders.

Nuno

I always say, and I apply this normally to venture capital firms and venture capital partners, but we can also apply to board members in general. There are three types of venture capitalists and there are three types of board members. There’s cheerleaders and that’s 90%. I think maybe in the last few years, because things have gone so much the way of entrepreneurs. Maybe it’s even gone higher than that. The unfortunate thing with cheerleaders is they’re cheerleading you with the pompons when everything’s going great. But when things are not going great, they lower the pompons, they don’t talk too much, and they start disappearing. They don’t show up for board meetings once in a while. They send in their principal. They make up some excuse, whatever, and they stop being helpful. Then there’s the worst-case scenario, if the analogy is a game or a game of basketball, for example. It’s the people in the crowd that throw stuff at you, right? Maybe more in soccer in Latin countries. And that’s maybe three, 5% of the market. There’s people that are so intelligent and so brilliant that they think they know more about your business than you and they’ll second guess you. 

Nuno

And if they disagree with you at a certain point in time, they will throw you under the bus.

Nuno

And then there’s 3% to 5% that are what I would call coaches. They’re the people that stand by your side and they will tell you the tough stuff. Coaches are not nice people. They will tell you what you need to do, what you’re doing wrong, and how do you take it to the next level. If you’re a CEO of a company, that’s the people you want on your side. You want the coaches on your side. You want the people that can give you feedback in the right way that can give you help. But they can also be the first guys to say, you know what, what you’re doing right now, this is really bad, or this might be calamitous, or that shift there on strategy is actually quite dangerous. You need to think about it. It’s not that I’m going to force it upon you. Again, I’m not the guy who throw thing at you, but I’m going to raise it. I think that’s the people that you want on your side, the coaches.

Nuno

The final normal part of the board composition, as we mentioned, is independent members. Typically, they have some area of expertise that is valuable to the company. Either in an industry, let’s say you’re a SaaS company, you want to expand it to a new industry, you need someone who has deep expertise in that industry. Functional knowledge is very classical for independent board members, even in public companies. Either they have marketing knowledge or sales knowledge, or later on they have finance knowledge, so they might actually be able to lead one of your committees. There’s really two core committees that at some point you need to have. Relatively early on, and when I say relatively early on, maybe past the Series A or Series B, a compensation committee is important to have because it decides the composition of the CEO. I find actually having that committee earlier rather than later is important, but maybe the board is so small that it would be difficult to have a board committee just for that. It might be tricky, but it’s probably the first committee you’ll need to have at some point that can evaluate the performance of the CEO and can really define the compensation.

Nuno

Then the second one is the audit committee, which comes much later on, which is really the committee that looks at the audits of the company and make sure that there’s nothing going on that is funky and all of that. Independent members are normally very well equipped to be on those two committees later on because, again, they’re outside directors, right? They don’t probably have as much of a vested interest. Although as we have found, because outside directors and independent board members get compensated by the company, sometimes they might be a little bit too close to the CEO. But anyway, in principle, they are more independent than other parties involved.

Nuno

I would say independent board members are something that I’ve learned to value a lot. I’ve been blessed that I’ve been executive board member, non-executive board member. I’ve been representing VC firms or my own capital in boards, but I’ve also been an independent board member. I still am an independent board member on a couple of companies. I think independent board members can be very valuable as a buffer, as the party that can back channel between investors and executives, as a party that can assuage things when they need it to be assuaged, that can really clean up stuff when it needs to be cleaned and make sure that there’s still a conversation between both parties, in particular, more dramatic terms. I think independent board members actually can have a lot of value. Again, needs to be the right person, but they can have a lot of value.

Conclusion (29:47) 

Bertrand

That will conclude episode 38, where we spent some time talking about why you need a board, what’s the purpose of a board, how you define a board, the evolution of the board over time, as well as its composition. We will go in episode 39 to how successfully run a board meeting, how to manage your board, how to deal with board advisors, with board observers, and overall what the right attitude and value add is expected from everyone around the table. Thank you.

Nuno

Thank you, Bertrand.