Governance
How to Put Together Your First Board?
Find out how to put together your first board: size, profiles, roles, compensation, and the first meeting.
How to Structure an Effective Board: Mandate, Size, Independent Directors, Safeguards
Mandate, size, responsibilities, safeguards: the keys to building a board that makes better, faster, and more transparent decisions.
Alexandre Léger
Jun 24, 2026
💡 Warning
This article is the result of automatic translation, the accuracy and fidelity of the translation are therefore not guaranteed. To consult the original version of this article, in French, click here.
A board isn’t just a box to check for compliance. It’s a decision-making machine, whose performance depends on its design. The speed, quality, and traceability of the decisions it produces directly shape an organization’s trajectory.
A good board, therefore, is not judged by the prestige of its members’ résumés, but by its ability to clarify who decides what, at what pace, based on what information, and with what safeguards in place.
Here are some practical tips for building a board that is effective, legitimate, and aligned with your strategy.
💡 Key points
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Before appointing members, define the board’s remit: why the board exists, which decisions it should challenge, and which risks it oversees.
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Keep the board small at the outset (often 3 to 5 members) to maintain agility. These are practical guidelines, not legal thresholds.
- Adapt the board’s composition at each stage: look for missing skills, not ‘big names’.
- Clearly distinguish between board members, observers and guests. Technical input does not necessarily require a seat on the board.
- Document ‘reserved’ decisions, voting rules and safeguards (conflicts of interest, remuneration committee, etc.).
💡 NOTE
The following discussion does not specifically address the boards of directors or supervisory boards of public limited companies (SA), the operation of which is largely governed by the Commercial Code. It focuses specifically on the governance bodies of simplified joint-stock companies (SAS), most commonly referred to by the English term ‘board’. It is this term that we will use hereafter to refer to the collegial body responsible for strategic oversight and management supervision in SASs, the legal structure favoured by the majority of French companies backed by investment funds. However, the various recommendations set out below, provided they do not contravene the mandatory provisions of the Commercial Code, remain fully relevant in the context of a board of directors or a supervisory board.
Clarify the Mandate Before Selecting Members
An effective board is built like a senior product team. Before the names come the mandate. Why do you need a board right now? What major decisions will it need to challenge over the next twelve months, and what risks must it manage without stifling innovation? What are each member’s roles on this board? Putting this framework in writing prevents misunderstandings and helps set a clear course.
When it comes to the strategic process, the separation of roles is key: the CEO defines the strategy and submits it to the board; the board challenges it and proposes adjustments; and ultimately, the CEO makes the final decision. The final decision must be supported by all board members, regardless of any differences of opinion that may have arisen during the decision-making process. If the disagreement becomes irreconcilable, the board’s recourse remains the replacement of the CEO— not the imposition of a strategy that the executive would not endorse.
💡 THE BEN & JERRY’S VS UNILEVER CASE (2021–2025) — THE ‘ICE CREAM WAR’
- Background: In 2021, Ben & Jerry’s decision to cease sales in the West Bank led to a lasting rift with Unilever. What might have remained an internal disagreement quickly became a textbook case illustrating the limits of an activist brand’s autonomy within a listed group.
- Escalation: disputes multiplied and press releases contradicted one another. Tension mounted both behind the scenes and in the media. The conflict is no longer merely about a commercial decision, but about the fundamental question: to what extent can a subsidiary embody its values when they clash with those of the parent company?
- Partial resolution (2025): Jerry Greenfield, the iconic co-founder, storms out, denouncing ‘censorship’ and a ‘loss of soul’. His departure rings out like an admission of failure: the misalignment between management and the board was never resolved. It has become a public spectacle.
- Governance lessons: setting out in writing, from the outset, the scope of subsidiaries’ autonomy and establishing clear arbitration mechanisms between management and the board is essential to defuse crises.
Furthermore, to reinforce the board’s accountability, certain “reserved” decisions warrant explicit guidelines: voting on the annual budget, compensation policies for founders and key executives (based on market benchmarks and, ideally, through a Compensation Committee), oversight of employee equity plans, and decisions outside the ordinary course of business (e.g., M&A transactions, debt, or collateral). Document the thresholds and procedures in an annex to the agreement and review them regularly.
Choose a size that preserves agility
The size of the board determines the quality of discussions. Between 3 and 5 members are sufficient for companies at an early stage of development (up to Series B) to cover the essential areas of expertise without sacrificing the speed of decision-making.
A few simple rules help maintain its effectiveness:
- Keep an odd number of members to prevent deadlocks
- Include only the representative of the fund that served as the “lead” investor during the funding round to limit the board’s size and avoid slowing down decision-making
- Provide for the automatic removal of an investor representative when a minimum ownership threshold is no longer met, to prevent board bloat and ensure that a member’s departure is a purely “mechanical” process without triggering discussions that could become complicated
- Redefine the board’s composition with each funding round andaccept the principle of replacing an existing member to bring in new expertise
To facilitate transitions, consider including a provision for temporary co-optation in your articles of incorporation: when a seat becomes vacant, the board may appoint a temporary replacement until the next meeting, thereby avoiding any paralysis related to quorum or qualified majority thresholds (particularly when an “investor” seat is vacant).
💡 CO-OPTATION AT A CRITICAL MOMENT — ALSTOM (MARCH 2024)
- Situation: With the separation of the roles of Chair of the Board and CEO due to be announced at the AGM in June 2024, the Board needed to ensure continuity of governance.
- Decision: Philippe Petitcolin was co-opted as an independent director to replace Jay Walder (who had resigned) until the AGM, with ratification scheduled for 20 June 2024. Walder was appointed as an Observer until that date.
- Rationale for the co-optation: to avoid a governance ‘vacuum’ and stabilise the board during a pivotal phase (reallocation of top-level roles) without waiting for the formal election timetable.
Filling “skill gaps”
The more the company matures, the more essential it becomes to separate meeting attendance from formal board membership. Overseeing management’s actions requires avoiding a conflict of interest: an operational manager should therefore not formally sit on the board. C-level executives, in particular, may participate to inform discussions, but their presence should remain technical in nature, not statutory. As the organization becomes more structured, extend this separation to salaried founders, with the exception of the CEO.
In addition, bring in at least one independent director early on to ensure your board’s effectiveness. Establish clear terms of engagement and limit the term to two years without automatic renewal to ensure that board members’ profiles remain aligned with the company’s stages of development. This framework facilitates smooth transitions and prevents long-lasting “casting mistakes.”
How do you choose an independent director?
Building the board is not about “ticking off names in an address book,” but about filling skill gaps. The right approach isto identify the expertise the company lacks (industry expertise, experience in key areas, etc.) and select a candidate supported by both founders and investors who can help balance discussions.
💡 REVOLUT CASE STUDY — FRÉDÉRIC OUDÉA AND GOVERNANCE AS A STRATEGIC LEVER (2025)
The appointment of Frédéric Oudéa as Chairman of Revolut Western Europe in 2025 illustrates how the composition of a board can support a strategy of accessing regulated markets whilst maintaining a fast-paced product DNA. Having led Société Générale for fifteen years and chaired the European Banking Federation, Oudéa brings three key strategic strengths:
- Regulatory credibility: his knowledge of European regulators (ACPR, ECB) facilitates dialogue in the context of the application for a French banking licence, which is essential for rolling out Revolut’s credit offering on a large scale.
- Transformation expertise: having steered the digitalisation of a systemic bank demonstrates that he has mastered the challenge Revolut is seeking to address — combining fintech agility with banking robustness.
- Negotiating leverage: when dealing with regulators and institutional investors, his presence signals maturity, which reassures stakeholders and speeds up decision-making.
This strategy goes hand in hand with broader governance that includes Béatrice Cossa-Dumurgier (CEO zone), along with Brigitte Cantaloube, Pierre Decote, Siddhartha Jajodia, and Pascal Pincemin as an independent director. Revolut isn’t just recruiting “big names”: each profile fills a specific skills gap in service of a clear ambition—moving from challenger to European banking institution without sacrificing execution speed. Board composition becomes a real acceleration lever, not a compliance constraint.
Finally, ensure gender parity: companies with more than 500 employees (250 as of January 1, 2020) and with revenue or total assets of at least 50 million euros must meet a minimum quota of 40% of each gender on their boards. Even below these thresholds, this is a best practice that enriches governance and strengthens the legitimacy of decisions.
Tools and Safeguards
1. Voting Rules and Resolutions
Establish a voting framework tailored to each type of decision, balancing three requirements:
- operational agility for founders
- a space for collective deliberation to build consensus
- safeguarding investors’ core interests.
The allocation of “Reserved Decisions” according to different majority thresholds requires careful balancing. A veto right for investor representatives is justified when the decision directly affects the structure of their ownership—for example, creating a new class of shares with preferential rights or modifying their economic rights. Conversely, for major strategic decisions that primarily concern the company’s direction, a threshold that is too restrictive risks blocking their implementation.
A common practice is to require that external growth transactions exceeding a certain amount be approved by a qualified majority of the board, including at a minimum the vote of an independent director or an investor representative. List the decisions subject to board approval in an appendix to the agreement, specify the applicable thresholds, and review them at each key stage of development.
2. Reminder of the Company’s Best Interests
Under French law, directors represent the company’s best interests (and not solely those of the shareholders). In the event of conflict, this principle must be reaffirmed, particularly by independent directors. It guides the board’s decision-making when the optimal strategy for the company diverges from the short-term preferences of certain shareholders.
Taking Action
In practice, a quick assessment allows you to take action by following these key steps:
- Clarify the board’s mandate: Explicitly define the board’s responsibilities (strategy approval, performance monitoring, reserved decisions) and clearly distinguish them from those of operational management.
- Set a target size range and rules for observers: Determine the ideal number of members (typically 3 to 5 in the early stages) and specify who may attend meetings as non-voting observers (minority investors, key advisors).
- Complete a skills matrix: Map out the current expertise within the company and on its board, and identify critical gaps (industry expertise, regulatory experience, international skills, etc.) to objectively assess your needs.
- Decide on the proportion of independent directors: Determine the number of independent directors needed (at least one starting with Series A) and begin your search by targeting candidates who precisely fill the identified skill gaps.
- Finalize committee charters: If you establish specialized committees (audit, compensation), formalize their composition, meeting frequency, and scope of responsibility.
- Establish a conflict-of-interest policy: Define the situations that constitute a conflict (transactions with related parties, direct competition) and the procedure to follow (prior disclosure, abstention from voting).
- Plan onboarding: Prepare a comprehensive onboarding kit for each new member (governance documents, strategic background, key financial data) and organize one-on-one sessions with the founders and management.
This will result in a board designed to make better, faster, and traceable decisions.
Is a “board” mandatory in an SAS?
No. In an SAS, governance arrangements are mainly determined by the bylaws (statuts) and agreements between shareholders. A “board” is often set up to structure oversight and key decision-making, but it is not a standardized legal body.
What’s the difference between a board member, an observer, and a guest?
Member: takes part in decisions according to the applicable rules.
Observer: attends meetings without voting rights, as provided for contractually.
Guest: joins to contribute on a specific topic (finance, legal, product), with no governance role.
How can you keep a board from becoming slow?
Keep the number of members small.
Clarify which decisions are “reserved matters.”
Prepare a short, decision-oriented agenda.
Set documentation rules (pre-read, KPIs, risks) and a calendar.
When should you bring in an independent director?
As soon as founder/investor trade-offs become structurally important (in practice, around Series A), a good independent can be an accelerator. It’s not a general obligation—it’s a lever.