Governance
Governance: organize your general meetings in a completely digitalized way
It is possible to organize your general meetings in a dematerialized way. Here is how to proceed:
How to Put Together Your First Board?
Find out how to put together your first board: size, profiles, roles, compensation, and the first meeting.
Alexandre Léger
Jun 24, 2026
Have you just raised your first Series A round, and is your investor asking you to set up a board? Deciding on its composition is a strategic decision that will shape your company’s governance for years to come. A well-composed board isn’t just an administrative burden. It’s a strategic catalyst that helps you gain perspective, benefit from diverse experiences, and structure your thinking.
Here are some practical tips for structuring your first board and understanding how it works.
💡Key points to remember
- Before “creating a board,” start by clarifying what you truly expect from it: what decisions should it arbitrate (budget, key hires, fundraising, M&A, etc.), and who has voting rights?
- Keep the board small at first: a tighter board decides better and faster. Beyond five or six members, group dynamics tend to slow decision-making. You can expand it later when your structure warrants it.
- Clearly distinguish board members (vote and assume legal responsibility) vs observers (attend meetings, no voting rights) vs advisors (consulted outside the board, with no seat or vote).
- Avoid a “monochrome” board: a board dominated by a single profile eventually loses its usefulness. Aim for a simple balance between founders/management, investors, and independents—this diversity is what creates the right tensions at the right time.
- Formalize early, even if only lightly: meeting calendar, standard agenda, board pack, confidentiality rules, decision tracking. These rituals may feel bureaucratic at first, but they make the board genuinely useful.
- For points that depend on your bylaws or shareholders’ agreement: flag them explicitly as such and have them validated case by case.
What is a board, and why should you set one up now?
In France, the board (or board of directors/supervisory board, depending on the structure) is the body that oversees the company’s management and makes major strategic decisions. It is composedof directors who vote on important matters such as the annual budget, fundraising, or key hires.
The board does not manage day-to-day operations; that responsibility remains with the CEO (or the president in an SAS or SA) and their executive team. The board is thus involved solely in strategy, governance, and the company’s overall direction.
Establishing a board structure from the very first funding round helps instill best practices. A professional and disciplined board ensures alignment among its members and saves valuable time during future funding rounds.
What should the size of your board be?
The ideal size depends on the maturity of your company:
- Seed/early-stage phase (before or just after the first funding round): At this stage, start by asking yourself whether you really need a formal board. Even a well-organized board requires time for preparation, coordination, and follow-up. Simply grantinginvestors enhanced information rights(regular reporting, access to certain documents) and veto rights on a few key decisions (asset sales, new funding rounds, amendments to the shareholders’ agreement, etc.) may be sufficient. If you do set up a board, keep it very lean: a maximum of three members (the CEO and one or two investors, or one investor and one independent director).
- After a Series A/B round: aim for 5 members to balance perspectives (founders, lead investors, one or two independent members).
- Growth phase / Series C and beyond: 7 to 9 members become the norm, in order to represent the diversity of shareholders and include complementary independent profiles (finance, product, international, etc.).
💡💡Aim for an odd number of board members to avoid tied votes, although this rule is not set in stone.
Board members, observers, and advisors: what’s the difference?
Three roles must be clearly distinguished within your board:
- Board members are the official directors who vote on all strategic decisions. In France, their duties of loyalty and diligence are codified in the Commercial Code. They can be held liable in the event of a breach.
- Observers attend meetings without voting rights. They receive the board book and may ask questions during the meeting, but leave the room during executive sessions where only board members remain.
- Advisors do not sit on the board. They advise the CEO on an ad hoc basis regarding specific topics such as hiring or fundraising.
What Kinds of Profiles Should Board Members Have?
Your board will consist of three distinct types of directors:
1. Management
These are members of the executive team who work at the company. In most cases, only the CEO (or president) serves on the board.
Members of management may attend meetings but generally do not have voting rights (with the exception of the CEO) and are therefore not board members. Their role is to present the company’s status, answer questions, and receive strategic guidance from the board. The distinction between a director and a manager is fundamental: the board oversees management; it does not comprise it.
2. Investors
They represent the funds that have financed the company. These institutional investors, such as venture capital firms or business angels, often secure a seat on the board during funding rounds.
According to a study conducted by Seth Levine in the United States, companies with more than three investor directors perform worse than those with three or fewer.
3. Independent Directors
They are neither part of management nor representatives of institutional investors. They have no direct financial interest in a specific class of shares. Independent directors moderate discussions and provide a purely operational perspective, unconnected to valuation issues. Their role as mediators becomes crucial when conflicts arise between founders and investors.
For every investor director, appoint one independent director. This balance ensures healthy debates and prevents any single perspective from dominating discussions. A board composed solely of investors risks prioritizing short-term financial returns at the expense of long-term growth.
What roles should there be on the board?
These roles structure the board’s work and define how it operates on a day-to-day basis.
-
The Chair of the Board leads and organizes board meetings, oversees corporate governance, and ensures that the board functions effectively. In France, the Chair of the Board is a formal and mandatory role in SA or SAS structures that have a board of directors.
-
In early-stage startups, the CEO often serves as Chairperson. This dual role is common and allows the CEO to maintain control over the strategic agenda. However, if your investors prefer a counterbalance to strengthen governance, or if you prefer to focus on day-to-day operations, you can appoint a Lead Independent Director. This role, inspired by the Anglo-Saxon model and optional in France, serves as a counterbalance when the CEO is the Chairman of the Board. The Lead Independent Director represents the independent directors, facilitates a balance between executive management and the board, and can convene meetings without management if necessary. This role is typically entrusted to your lead investor or an experienced independent director.
-
The board secretary is not always a director. This role may be filled by a member of the management team (often the CFO or General Counsel) or by an external service provider specializing in corporate governance. Their primary role is to ensure the smooth administrative and legal functioning of the board (preparing meetings and minutes, drafting reports, and verifying that all decisions are properly documented).
What is the compensation?
Compensation for board members varies depending on their profile and role:
- Investors: Generally unpaid; their return on investment comes from their equity stake.
- Independent directors: often compensated through stock options or BSPCE over a 2- to 4-year period. In practice, this depends on the level of involvement, the company’s maturity, and tax and social security requirements.
- Observers/advisors: may receive a small amount of compensation via stock options, which is lower than that of independent directors.
First Board Meeting
- Notice of Meeting: The chair or CEO sends the notice of meeting to the directors with a detailed agenda (at least 5 to 15 days before the meeting).
- Typical agenda:
- Presentation of the articles of incorporation / shareholders’ agreement
- Appointment of the chair and secretary for the meeting
- Adoption of the board’s rules of procedure (if applicable)
- Approval of the budget or initial strategic plan
- Questions and discussion regarding the board’s operations
- Minutes: Required to record decisions. Signed by the chair and the secretary.
- Follow-up: Decisions are recorded in the decision log and followed up on at subsequent meetings.
Conclusion
The composition of your first board will determine the effectiveness of your governance for years to come. Strive for a balance between investors and independent directors, clarify each person’s roles, and ensure that all members understand their responsibilities. A well-composed board speeds up your decision-making and strengthens your investors’ confidence.
Sources:
What is the difference between a “board of directors” and a “strategic committee”?
It depends on your company’s legal form and what is set out in your articles of association or memorandum of association. A board of directors or supervisory board refers to bodies governed by specific regulations.
A “strategic committee” is often a more contractual or organisational body, with rules tailored to the specific circumstances.
Can an observer vote?
No: by definition, an observer attends without the right to vote. If the person needs to vote, they must be appointed as a board member in accordance with your rules.
How many board meetings should a start-up hold each year?
Common practice: 4 to 6 per year, but this should be adapted as necessary. What matters is consistency and follow-up, not the number.
Is a board of directors mandatory following a funding round ?
This is a question often asked by investors, but it is not “automatic”: it depends on the terms of the shareholders’ agreement, the articles of association and your corporate governance arrangements.
Can there be too many investors on the board?
Yes, this is a common risk: less effective discussions, greater difficulty in achieving alignment, and sometimes a short-term focus. Hence the importance of striking a balance by including independent directors.
Who should take the minutes?
Often the minute-taker (in-house or external). The requirements regarding format and retention depend on your organisation.
Should an independent director be remunerated?
Often yes, but the form varies (cash, equity, a mix). This should be structured according to the workload, the value added, and any constraints.
What information should be sent ahead of a board meeting?
A board pack: KPIs, cash position, sales pipeline, risks, matters requiring a decision, legal and financial issues, and proposed decisions.