Are we doing things right, or are we doing the right things? 1
The four sessions we have sat together to discuss corporate governance of (scaling) companies have been a fascinating journey. It all started off with Menno van Dijk’s remark: “Het commissariaat is een honds moeilijk vak”. I was hoping I would receive a toolset in order to do this difficult job well; to raise my personal potential in order to support people and organisations in finding their abilities to sustainably grow their businesses. But on this journey, like so many journeys in our lives, this is exactly what doesn’t happen.
The first thing we came to understand was that “it’s not about you”2 (you as board member), but before you know it, is the key to all the answers of being the board member you aspire to be. You start to question all you know and understand, and realise that until you can let go of your own ego, agenda and mission,, it will always be only about you.3
To establish a well performing supervisory board you need more than just a get together of the so called gentlemen’s club, characterised by conformity and ceremony, where actors are either too indulgent, or completely unaware of what goes on around them.4 You also need more than just compliance with the governance regulation. To build an effective Supervisory Board you need good organisational health. And although this sounds perfectly sensible and relatively easy to accomplish, we have come to understand that creating good organisational health is not as straightforward as it seems. We have been confronted by statistics presented to us by both Natalia Blagburn and Gijs van de Molengraft, whereby we have come to understand that 70-80% of venture board members add negative value, whereby the key driver is lack of accountability or not addressing key topics at the right moment.
We have come to understand that high-performing supervisory boards are similar to high-performing teams. They are competent, interact with key stakeholders, are constructive, diverse and they are interested and have time to engage and connect with each other and the team.
We have been made aware that the current situation with scaling companies’ boards is one where the composition of the board is imposed on the management team as a result of negotiations during funding rounds. As a result thereof, the Boards are represented by investment professionals, each with different (personal and VC driven) values, drivers and interests, who meet up infrequently and have little interaction amongst each other. Furthermore there has been little thought about whether these representatives add value to the management board and the company’s overall strategy.
We must realize that when basic needs have been met, human development is primarily about being more, not having more. 5
We have come to understand that as a board member you need to find a balance of being…
- A guide (whereby you are able to ask the questions that need to be asked)
- An advisor (where you answer to key needs the company has indicated it needs help with)
- A controller (whereby you validate whether performance was in line with strategic plans)
- A master (whereby you take critical decisions that need to be made).
In order to address this balancing act, it is essential that there is constant self-reflection, and a helicopter approach is of essence. Furthermore it is essential to ask insightful questions, to listen in order to create collective creativity6, to act wisely and restrained, but with guts.
How to add value to the company as a board member will be different for each and every company. It will need to be in line with the company’s own journey and its multiple transitions throughout its lifecycle. Transition of a team of ‘mates’ towards a company, transition of a founder to a CEO, transition of the investor and advisor base made up of family, friends and fools towards professional investors and an actual governance structure, the transition of a project to processes, a transition of below to above the radar. And as we are now fully aware, there is no simple formula and no sure outcome.
However, I have come to understand that each and every one of us has the opportunity to scale corporate governance into a healthy, effective and impactful board. The journey of bringing the qualities of a highly-effective supervisory board will be a long one if we don’t all start acting wisely as newly educated ScaleUpBoard members. We need to influence the transition of a compliant supervisory board into an effective supervisory board by taking initiative and asking each and every board of which we are a member to sit down together to define the common purpose, establish the level of engagement, set expectations, ground rules and discuss evaluation of our own performance as well as that of the group. Based on these key ingredients there will be an opportunity to grow as a board in line with the company’s needs, and it will be rewarding to all stakeholders involved.
I look forward to being able to contribute to this mission.
Elisabeth has a 15-year long career in the finance world, having passed through Credit Suisse, Bank of Scotland, Crédit Agricole, and NIBC Bank. She is now the Investment Principal at Invest-NL, a Ducth impact investment fund, where she focuses on the circular and biobased economy. Elisabeth has an extensive experience in negotiation dynamics and complex transaction structures, in which interpersonal interaction is the force to come to an agreeable outcome for all parties involved. A most valuable skill in the boardroom! She graduated from the ScaleUpBoard program in late 2021.
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