Center for
Corporate
Governance
.
 
ISSUE #63
February 2025
 
 
CORPORATE GOVERNANCE INSIGHTS.
 
 
PRoFESSOR JoAN ROURE & Juan luis segurado
Navigating Uncertainty and Conflict: Learnings from Effective Venture Boards 
 
 
In today's volatile economic and geopolitical landscape, companies of all sizes must navigate significant uncertainty. Lessons from the governance practices of venture boards in startups can offer valuable insights.

Startup governance operates in an environment characterized by rapid change, limited resources, and high risks. Entrepreneurs in the early stages of a startup face critical decisions under significant uncertainty, such as the viability of innovative technologies, market demand for new products, scalability of business models, access to financial resources, and development of human capital. Venture boards, therefore, function with a survival and validation mindset, where ownership, management, and governance frequently intersect.

As startups progress through various development stages and funding rounds, the composition and governance approach of venture boards evolve. Factors such as venture challenges, ownership structure, and shareholder needs drive the dynamics of these boards. To address these challenges and potential conflicts, startups prioritize agility, adaptability, and alignment of key stakeholders' strategic vision and interests. This approach facilitates quick and focused strategic decision-making, essential in high-uncertainty environments, and helps catalyze resources and legitimacy.

Aligning the interests of founders and investor-directors is one of the biggest challenges in startup governance. Entrepreneurs often prioritize long-term strategic vision and innovation, while some investors may focus on achieving a quick return on investment. To address this issue, it is crucial to establish clear agreements early on that outline the desired strategic objectives. Well-structured shareholder and vesting agreements can also be helpful. Additionally, fostering open and frequent communication among all parties can prevent misunderstandings and strengthen mutual trust.

Another significant challenge is the information asymmetry between founders and the venture board. Entrepreneurs typically possess in-depth knowledge of their business or technology but may not always share this information comprehensively with board members, who might not be fully familiar with these aspects. Conversely, investor-directors generally have superior knowledge of entrepreneurial funding and legal matters. To bridge these information gaps, startups often implement mechanisms such as regular financial reports and transparent strategic meetings. Informal contacts between key project stakeholders outside of official board meetings can also help build mutual trust and foster more effective collaboration.

Implementing governance processes in a startup requires a gradual approach. In the early stages, it is important to define clear roles, establish basic accountability mechanisms, and collaborate with one or two advisors or mentors closely connected to the founding team. Alternatively, these individuals can be incorporated into an advisory board when circumstances permit. Studies show that eight out of ten startups with advisory boards report greater resilience. As the startup progresses, founders should carefully evaluate what current and potential investors can bring to each funding round. They need to weigh the benefits of having an active board against the potential loss of control that may come with larger financing rounds. When the time is right, they can form more structured boards with external and independent members. Startups typically seek external advisors who bring not only the "neutrality factor" but also experience and expert knowledge in the venture's sector or technology and key strategic and operational capabilities.

Fostering a culture of agility and open communication, and aligning the strategic visions of the board and investors, is key to enhancing the resilience and strategic decision-making processes of any company in uncertain contexts. This adaptability not only reduces risks but can also become a competitive advantage, ensuring that the board serves as a critical partner in navigating challenges and driving long-term success.


This editorial is based on the technical note by Segurado, J.L., Roure, J. (2022). Venture Boards. Consejos de administración en empresas emergentes: papel y evolución. IESE, EN-37.
 
 
NEWS&TRENDS.
 
 
 
The current context of uncertainty is adding more complexity and transforming boards of directors’ agendas. Confronting this scenario will require more dedication and commitment by boards of directors to provide effective oversight. A new study published by Glass Lewis finds that nearly three-in-four Russell 1000 companies has disclosed a director commitments policy that specifically limits the number of outside boards on which a director may serve. Read more here. 
The EU Commission's proposal to consolidate the EU sustainability reporting obligations into a single 'Omnibus' regulation package, aimed at simplifying and clarifying these obligations, is already facing criticism from various sectors. With the US administration's rejection of climate reporting and ESG, along with major US banks and asset managers leaving the net-zero coalitions, any simplification or reduction of the obligations contained in the European sustainability reporting regulations could signal that we are entering a new phase of sustainability and ESG. Read more here. 
The US administration has taken actions to eliminate diversity, equity, and inclusion (DEI) initiatives. Following this trend, companies such as PwC, KPMG, Google, Disney, or Intel, among many others, are removing or weakening their DEI targets and reporting. In a recent article, Professor John Almandoz reflects on how these anti-DEI actions may affect corporate purpose. Read the article here. 
A new report by Spencer&Stuart analyzing the CEO transitions in 2024 finds an increase in CEO tenure and a rise in the number of CEOs being hired externally. Read more here.
 
IESE's recent research.
 
 
 
Friedman, H. and Ormazabal, G. (2024). “The role of information in building a more sustainable economy: A supply and demand perspective”. Journal of Accounting Research (forthcoming)
Simeth, M., and Werheim, D. (2024): “On innovation and institutional ownership”Journal of Corporate Finance
Antón, M., Ederer, F., Giné, M., and Schmalz, M. (2024): "Innovation: The bright side of common ownership”Management Science
Vives, X. et alia (2024): "Banking turmoil and regulatory reform". London: CEPR
 
Customize Your Experience
We care about sending you only the information that matters to you. Click the button below to access your preferences page and tailor the content you want to receive from us.
{{{dynamic_content_864}}}