All boards want to make a positive impact on their organizations, but effectiveness at the board level is difficult to achieve.
In our recent webinar in collaboration with M&A Community, The Seven Hallmarks of an Effective Board, Dr Sabine Dembkowski of Better Boards shared the research behind her evidence-based framework. She explained why there’s still a gap between what high-performing boards do and what most boardrooms look like in practice.
It provoked a number of audience questions ranging from the tactical to the strategic. This article includes our own responses to some of the issues raised in the Q&A, including links to other blogs and reports you might find useful.
1. Is there a difference between a board of a private start-up and a public company?
Yes, though less in the fundamentals of good governance and more in the way it operates. A public company board has formal regulatory obligations, a broader and more scrutinized stakeholder set, and typically has a longer institutional history that shapes its composition and structure.
A private start-up board is usually smaller, more informal, and weighted toward founders and investors rather than independent directors. This is exactly why the “composition” and “structure of board work” hallmarks from Sabine’s framework matter so much earlier in a company’s life.
For a fuller breakdown of how officer roles, committees, and models differ across private, corporate, and nonprofit boards, our guide to board of directors structure, roles, and models is a useful next read.
2. Who sets the board agenda: the CEO or the board members? (For context: this is specific to start-up, private biotech companies.)
In a well-functioning board, agenda-setting is genuinely shared, but the Chair should own the final output.
In practice, that means the CEO and management team propose the operational and strategic items that need board input, the Chair (often working with a Company Secretary where one exists) shapes those into an agenda that reflects the board’s oversight priorities rather than management’s to-do list, and independent directors have an opportunity to add items before the agenda is finalized.
In early-stage biotech specifically, where board composition is often weighted toward investor-directors and scientific co-founders, this matters even more: without a Chair actively curating the agenda, it’s easy for meetings to become a running readout of R&D and financing updates rather than genuine strategic oversight and risk discussion.
3. What action steps do you suggest to initiate the changes necessary to achieve board effectiveness?
As with all change programmes, it’s better to take a step back and start with diagnosing the real issues.
The seven hallmarks Sabine shared in the webinar can be used to assess weaknesses with board structure or processes, which then gives you a starting point for what changes are needed.
The Better Boards research shows engagement (trust, transparency, and relevance of the questions asked) is what determines whether the findings actually get used. We’ve written before about how boards can unlock more value from their evaluations, closing the gap between insight and action is exactly where most boards fall down.
From there, sequence the changes: role clarity and meeting structure can usually be fixed within one or two board cycles and build momentum, while composition changes take longer and need a deliberate refreshment plan.
Finally, build in protected time for the board to reflect on its own performance, not just the company’s. It’s the hallmark with the most disproportionate return for the least amount of calendar time.
4. We’re a start-up and there are too many “friends” on the board. What do we do now? Do we need to wait for term limits to expire?
Waiting for term limits is generally the slowest and least reliable path, and many early-stage boards do not have term limits in place at all.
Composition can change without anyone being pushed out involuntarily. Practical options include:
- Adding one or two independent directors alongside the existing board.
- Using a board evaluation as the basis for a candid conversation about the gap between the board’s current composition and what the company needs.
- Formalizing term limits or a rotation policy moving forward even if it doesn’t retroactively apply.
The goal isn’t to relitigate who’s “earned” a seat, it’s to make the case for what the board needs next.
5. What are the characteristics of a successful chair?
A successful Chair should aim to orchestrate rather than dominate. In practice, that involves:
- Taking real ownership of agenda design and pre-meeting preparation rather than delegating it.
- Creating the conditions for every director to contribute, not just the loudest voices.
- Being the person who names and resolves tension in the room.
- Protecting time for the board to reflect on its own effectiveness.
The common thread across all of it is that a good Chair manages the process of the board, so the board itself can focus on substance.
You can find out more in our whitepaper on six hallmarks of outstanding board chairs.
6. Do you have any advice on balancing engagement and participation between the Chair and the CEO? Should either role be more of a facilitator, letting board members talk more, or should they drive the discussion?
Both roles function better as facilitators than as the two dominant voices in the room. A meeting where the CEO and Chair do most of the talking usually means the board isn’t providing an independent perspective.
To ensure everyone’s voice is heard, it helps to structure the agenda around discussion topics rather than presentation slots. The Chair can actively invite quieter directors into specific topics rather than waiting for them to jump in, which also helps the CEO resist the instinct to answer every question directed at the room.
This is a big part of what makes the board-CEO relationship work well over time. Trust and transparency on the CEO’s side, paired with a board that acts as a sounding board rather than a rubber stamp or a backseat driver. The Chair driving process and the CEO driving content both still hold true, but neither should be driving the conversation itself.
7. Are you saying board members don’t belong in the day-to-day operations? Some of our board wants to micromanage everything, while others don’t show up.
The board’s role is oversight and strategic guidance, not operational execution.
The two problems you’re describing (micromanaging directors and disengaged directors) are usually two symptoms of the same root cause: unclear expectations about what the board’s mandate actually is. Boards that are explicit about where their authority starts and stops – through a written charter, clear committee structures, and a Chair who redirects operational questions back to management – tend to overcome both of these issues.
The over-involved directors get a clearer sense of where their input adds value instead of where it duplicates management’s job, and disengaged directors often re-engage once meetings feel like genuine strategic discussions rather than operational reporting sessions.
8. Should board members be given an incentive payment at the end of a meeting?
No. This isn’t standard governance practice, and it works against the independence a board is there to provide. In the US, director compensation is typically structured as a fixed annual retainer plus equity (and sometimes committee or Chair premiums), set in advance and disclosed transparently, rather than tied to attending or participating in any individual meeting.
However, the compensation plus equity model is often perceived critically in Europe and associated with poor governance.
Payment-per-meeting incentives reward attendance and participation as ends in themselves, rather than the independent judgment a director is actually there to exercise.
If engagement is the real concern, it’s worth revisiting using Sabine’s framework from the webinar. Engagement problems are much more often a symptom of composition, unclear roles, or a lack of relevance in what’s being discussed than a compensation problem.
