How to run your first board meeting

Seven things, in this order, and no more than twenty pages. A one-page summary from the chief executive: what changed, what worries you most, what you need from the board. The numbers: management accounts, cash position, runway in months, and the three or four metrics that actually describe the business. Performance against the last plan — the same plan, with variance explained, not a new plan each time.

Then the decisions requested, each with a recommendation, the alternatives considered, and what happens if the decision is deferred. A short risk register, with what has moved. People: hires, departures, anything about the senior team. And matters for noting, in an appendix nobody will discuss.

Five working days is the standard for circulation. Anything less and you are asking directors to arrive unprepared, which undermines the point of having them.

For a ninety-minute meeting at seed stage:

Fewer than most founders expect, but not none. Declare interests every meeting: sections 177 and 182 of the Companies Act 2006 require a director to declare an interest in a proposed or existing transaction. Make it the second item on every agenda and record the declarations. A director who holds shares — including an investing non-executive — declares that once on appointment and it stays on the register of interests.

Recuse where there is a conflict: the director should leave the discussion and the vote, and the minutes should record that they did. Check quorum and voting, because your articles and shareholders' agreement specify both and often list reserved matters requiring investor consent — read them before the first meeting rather than during a contested vote.

And keep minutes. Companies are required to keep records of board decisions. Minutes are the evidence that a decision was properly taken, and in an insolvency they are the first document an investigator asks for.

Short, factual, and about decisions rather than discussion. Record who attended, interests declared, decisions taken, who owns each action and by when. Do not record the back and forth, who said what, or anything you would not want read out in a dispute.

Circulate within five working days and approve at the next meeting. Two or three pages is normal. Ten pages of narrative is a liability: minutes are discoverable, and a detailed account of a disagreement helps nobody.

Presenting the pack. If you spend forty minutes reading out what everyone received five days ago, you have converted a governance meeting into a status update. Ask for questions instead.

No decisions on the agenda. A board with nothing to decide is being informed, not governed; if there genuinely is nothing, shorten the meeting. Running long, which loses the last item — usually the most important one, because it was the hardest. Timebox and mean it.

No private session. End with fifteen minutes of non-executives without the executives present, from the first meeting, because introducing it later looks like a response to a problem. And treating the investor director as the chair: they have a fund to answer to, and independence in the chair is the point of having one.

The pack arrives on time without prompting. Everyone has read it, and the first twenty minutes is questions rather than presentation. Actions from the last meeting are closed or explained. At least one decision was genuinely made in the room rather than ratified. And someone has said something the chief executive did not want to hear.

That last one is the test. A board that has never disagreed is not yet functioning as a board.

If you have not yet appointed anyone independent, when to appoint your first independent director sets out the six signals. For what to expect from the person you appoint, see what a non-executive director does at a seed-stage company.