Board Room Theater

 

The room is booked for ninety minutes and somebody has ordered sandwiches that nobody will eat. They sit at the end of the table under cling film, sweating gently, for the duration. Beside them is a bowl of individually wrapped mints, which exists in every boardroom on earth and has never once been refilled, because nobody eats a mint at nine in the morning. They are there in case of an emergency that has not yet occurred in the history of corporate governance.

The coffee arrives in a pump flask and is either scalding or four hours old, and there is no third state.

At two minutes past nine the printed decks go out, spiral-bound, one per seat, in colour, which cost the office manager forty minutes and two paper jams. They are placed face down. They will remain face down. In the middle of the table is a conference phone with a red light on it, and nobody in the room has ever been entirely certain whether red means connected or not connected.

Your independent director is dialling in from a car. He would like to know if we can hear him. We can hear him. He would like to check again. For the next forty minutes he will be present as a slab of road noise and the occasional indicator, and at some point his phone will helpfully announce that he has arrived at his destination, which is more than can be said for the rest of us.

Your lead investor arrives at nine past, having flown in that morning, and says so. Everybody discusses the flight. Everybody discusses the airport. Somebody mentions the new terminal. A second director arrives and asks for the wifi password, which is written on a card six inches from his hand, and somebody reads it out to him anyway. He types it in wrong. He is given it a second time, more slowly, by a man who is now doing a job that is not his job.

Your finance lead, who was awake until two in the morning rebuilding a chart nobody will ask about, sits against the wall rather than at the table, because he is not a director and this is a formal meeting with a quorum.

At nine sixteen the chairman asks whether we should get started. A director asks whether he can get a copy of the deck. It was emailed on Friday.

Then we begin, and for the next ninety minutes six intelligent and expensively compensated adults perform a piece of theater in which they review a set of facts they agreed on a fortnight ago and arrive, together, at a conclusion that was reached in a hallway. We vote. It is unanimous. It is always unanimous. Somebody circulates the resolutions, everybody agrees the meeting was very useful, and we go back to work. Then we begin, and for the next ninety minutes six intelligent and expensively compensated adults perform a piece of theater in which they review a set of facts they agreed on a fortnight ago and arrive, together, at a conclusion that was reached in a hallway. We vote. It is unanimous. It is always unanimous. Somebody circulates the resolutions, everybody agrees the meeting was very useful, and we go back to work.

Let me be clear about what I am not saying. I am not saying boards are useless. A good board has saved me from myself more than once and I would not build another company without one. I am saying that the meeting, as we insist on running it, is the worst possible container for the one thing a board is actually good at.

And like all theater, the real work happens before anybody sits down.

The eleven days

Eleven days. Seventy-one slides. And it is not reporting — reporting would take an afternoon.

You begin with roughly forty numbers that describe your business, and your first task is to identify the nine that are going in the right direction. Nothing in the deck will be false. Every figure will be defensible, sourced and correct. It is simply that the thirty-one numbers doing something you would rather not discuss will not be on a slide, and there is no line item in a board pack called "metrics we have chosen not to show you." Slide one is called "Highlights." It has always been called "Highlights."

Then you get to the charts, which is where the real craftsmanship lives. You do not start the y-axis at zero, because starting at zero makes eight percent growth look like eight percent growth, whereas starting at forty makes it look like a rocket. You choose your window with enormous care. Six weeks, because four quarters tells a different story. You decide between monthly and quarterly on the basis of which one is kinder.

And then there is the bad thing, because there is always a bad thing. You are not going to conceal it — you are an honest person, and anyway it will come out. So it goes in. It goes on slide sixty-seven, in the appendix, under a heading like "Other operational notes," third bullet, in the passive voice. Churn "has been elevated." Nobody churned. It elevated. Apparently on its own, while we were all out of the office.

Here is the part that should be funny and mostly makes me tired. Nobody reads it. You have built an elaborate machine for gently misdirecting the attention of six people who were never going to look. One of them opens the file on Sunday, reads three pages and the cash slide, and arrives on Tuesday having decided everything. The other five arrive with the document unopened and ask you to walk them through it, which is how ninety minutes gets spent on the nine charts you cherry-picked rather than the thirty-one you did not.

The meeting before the meeting

Nobody warns you about this one. Before the board meeting there is the pre-meeting, where you and your two most senior people align on the story. Not the numbers — the numbers are the numbers. The story. Which of the three bad things gets raised, in what order, and with what facial expression. And before the pre-meeting there is a call with your lead investor, to pre-brief him on the thing you are going to raise at the meeting, so that he is not surprised at the meeting, because a surprised investor is an investor who asks a question you have not rehearsed.

So the real meeting happened on that call. The pre-meeting was a rehearsal of the real meeting. The board meeting was a rehearsal of the rehearsal, performed for an audience already holding the script. Somewhere along the way we agreed to call this governance and wrote it into the shareholders' agreement.

The cast

In fifteen years I have never sat on or in front of a board that did not contain the same five people. Not the same individuals. The same people.

There is the Alpha. The Alpha must have the last word and he will have it, even when the last word is a restatement of something somebody else said four minutes earlier, delivered more slowly and with considerably more conviction so that it lands as a conclusion. He has a way of beginning with "I think the real question here is," and then asking the question that has just been asked. You can watch him wait for the gap. He is not listening to your answer. He is timing his entrance.

There is the Phone Guy. He is not discreet about it. There is no holding it under the table, no glance down and back up, none of the small courtesies that would acknowledge a person is speaking. The phone sits face up beside his water glass and he thumbs through it with both hands, and once, when the screen locked, he picked it up, brought it to his face to unlock it, and set it down again. In front of six people. During a slide about our largest customer.

He is not listening, and I am going to dispense with the generous reading. Twice I have stopped mid-sentence and asked him what he thought, and twice I have been given the identical performance — the pause, the frown, the "sorry, can you go back one" — which is what a man says when he needs four seconds to establish where in the document we have arrived.

At some point he laughs. Not at anything anyone has said. He laughs at his phone, in your meeting, on the morning you are explaining why revenue came in under plan, apologises to nobody in particular, and carries on. At some point he laughs. Not at anything anyone has said. He laughs at his phone, in your meeting, on the morning you are explaining why revenue came in under plan, apologises to nobody in particular, and carries on.

And the truly special part is that this man will email you on Thursday asking why he was not told about the customer. He was told about the customer. He was told about the customer for four minutes, in a room, to his face, while he was buying a padel racket. I know it was a padel racket because he showed me afterwards, holding out the phone with some enthusiasm, and asked whether I played.

There is the Dinner Guy. The Dinner Guy has missed four consecutive meetings due to travel. The Dinner Guy has never missed a dinner.

I once watched him spend nine minutes on a menu. Nine minutes, two questions to the waiter, and a follow-up on how one of the dishes was prepared. That is more sustained attention than he had given a document that took my team eleven days to build, and I know this precisely, because he had asked me at the table what was in it.

And here is what will annoy you most, so brace yourself. Somewhere between the starters and the bill he will say one genuinely excellent thing about your business. Unprompted, out of nowhere, in a line. Then he will ask for the dessert menu and study that as well.

There is the 0.4% Guy. He came in through a small round in the early years that nobody wanted to lead, he owns less than one percent of the company, and he asks ninety-nine percent of the questions. I have come to believe the relationship between ownership and airtime is not merely weak but inverse, and I have never found a clean exception.

He would like to understand the churn definition. He would like to understand it next quarter as well, because the definition has not changed and neither has his interest in being a man who asks about churn. He wants to know why headcount is up by two. He wants to know whether we considered a different vendor. Once, magnificently, he asked whether we had thought about doing this in Vietnam. We had not. We were not going to. He knows nothing about Vietnam. He had read something on the flight.

None of it is unreasonable, taken one question at a time. Every one of them is fair. It is only when you add it up afterwards that you notice a man with four tenths of one percent of the equity has consumed thirty-one minutes of a ninety-minute meeting, and that the two people who own most of your company sat quietly through all of it, waiting for a turn that never came, because the chairman had to call time on the agenda.

And there is the Historian. Whatever you propose, she tried it in 2014, at a company you have never heard of, and it did not work. That is the entire contribution. Not why it did not work, not what was different about that market or that team, not what she would do differently now. It did not work. She delivers this kindly, the way a doctor delivers a result, and then sits back visibly lighter, a woman who has discharged her duty to the shareholders. Next slide. And there is the Historian. Whatever you propose, she tried it in 2014, at a company you have never heard of, and it did not work. That is the entire contribution. Not why it did not work, not what was different about that market or that team, not what she would do differently now. It did not work. She delivers this kindly, the way a doctor delivers a result, and then sits back visibly lighter, a woman who has discharged her duty to the shareholders. Next slide.

I am being unfair to four of these people and about right on one of them. Every one of the other four has at some point told me something I badly needed to hear, usually in one sentence, usually on the way out. But notice what they have in common. The format lets them get away with it. A ninety-minute walkthrough is a perfect habitat for a man who wants to look at his phone, a man who wants to be seen having the last word, and anybody with a single anecdote from 2014. Nobody has to prepare. Nobody has to commit to anything. Nobody can hide in a meeting where somebody hands you one page and asks you to make a decision.

What it actually costs

The ritual is not free.

It costs your best week of the quarter. Not an average week — your best one, because the deck comes due exactly when the quarter closes and every number is finally worth looking at. It costs your finance lead, who could be building a model that changes a decision and is instead reformatting the same chart a third time because somebody felt the blue was aggressive.

And it costs you something harder to price, which is that packaging becomes a habit. Do this for eight quarters and you will notice that you have stopped thinking about your business and started thinking about how your business will look on slide nineteen. You will find yourself pleased about a number for the wrong reason. That is a dangerous place for a founder to end up, and nobody will flag it for you, because it happens slowly and it looks like professionalism the entire way down.

So why does everybody keep doing it, and why did I keep doing it for eight years? Partly because the deck is a performance of control. You walk into that room outnumbered, on a morning when nothing is going particularly well, and the deck is the only thing in the building that behaves. It has an agenda. It advances when you press a button. When somebody is about to ask whether you run out of money in November, there is enormous comfort in a document that opens with the word "Highlights."

But mostly it is the reason I saw most clearly across Asia. Nobody wants to introduce a surprise. In markets where hierarchy and face still shape how a room behaves, a board meeting is not a debate. It is a report to seniors. You do not raise a problem in front of six people that you have not already raised privately with the two who matter not because you are hiding anything, but because doing so is not transparency, it is an ambush, and it will be remembered as one for years. So the private conversation happens first, the room ratifies it second, and everybody is scrupulously polite about all of it. I have sat through meetings conducted in two languages where the most important sentence of the entire quarter was delivered in the taxi But mostly it is the reason I saw most clearly across Asia. Nobody wants to introduce a surprise. In markets where hierarchy and face still shape how a room behaves, a board meeting is not a debate. It is a report to seniors. You do not raise a problem in front of six people that you have not already raised privately with the two who matter not because you are hiding anything, but because doing so is not transparency, it is an ambush, and it will be remembered as one for years. So the private conversation happens first, the room ratifies it second, and everybody is scrupulously polite about all of it. I have sat through meetings conducted in two languages where the most important sentence of the entire quarter was delivered in the taxi afterwards.

Kill the walkthrough

Send the material seventy-two hours ahead and say plainly that you will not be presenting it. Nobody walks anybody through anything. If somebody has not read it, that is now a fact about them rather than a problem for you.

Keep the numbers to one page and put the number you are least proud of at the top of it. Not slide sixty-seven. The top. The fastest way to buy credibility with a board is to tell them the bad thing before they find the bad thing. They were going to find it. They always find it.

Then bring two decisions. Not eight. Two real ones, where you can argue both sides honestly and you genuinely have not settled, and where the people in that room have watched the same decision get made twenty times at twenty other companies. That is the whole asset. Your board's value is pattern recognition, and you cannot extract pattern recognition from somebody who is being read to.

Leave the room

Give them fifteen minutes without you at the end of every meeting, starting with the very first one, when there is nothing whatsoever to discuss. Because if the only time you ever call an executive session is when there is a problem, then calling one is the problem.

The first time I ran a meeting this way I was convinced it would read as unprepared. It read as confident. It turns out that a founder who hands over one page and says here is what is broken, help me think, has demonstrated something that no Highlights slide has demonstrated in the entire history of Highlights slides. The meeting ran fifty minutes. We made both decisions. Nobody touched their phone.

I leave you with this. I do not think the theater disappears completely, and I am not certain it should. There is a version of the ritual that earns its keep — the discipline of closing a quarter, writing down what you believe, and standing behind it in front of people who can push back. Keep that part. What is not worth keeping is the eleven days, the seventy-one slides, and the quiet fiction that the room is where it happened.

Build the meeting you would want to sit through if you were not the one presenting. Your board will be relieved. They have sat through far more theater than you have. Build the meeting you would want to sit through if you were not the one presenting. Your board will be relieved. They have sat through far more theater than you have.