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What does governance mean for early-stage startups?

by Tim Mills

Robust governance is a key strategic asset, even—or especially—in the early days of an organisation’s growth.

early-stage startups

Image: Art of Ngu/Shutterstock.com

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In the early stages of building a startup, governance is often dismissed as a chore and deferred until the company is further established. However, that view is a fundamental misunderstanding of what governance actually represents.

Governance is not about red tape; it provides the scaffolding that allows a founder’s vision to survive the transition from a scalable idea to a fully functioning company. This might have felt optional to startup founders during previous “growth at all costs” eras, but those days are in the past. Robust governance has shifted from being a nice-to-have to a strategic asset.

Why can’t governance wait till later?

Governance… provides the scaffolding that allows a founder’s vision to survive the transition from a scalable idea to a fully functioning company.

At its core, governance is the process by which a company is directed and controlled. However, the true value lies in the discipline it imposes on the company’s leaders. Producing a formal board pack or reviewing key performance indicators forces founders to look at the business’s health objectively, builds accountability and assigns responsibility. For example, if you have to explain a 20% month-on-month drop in customer acquisition to a board, you will investigate the root cause more quickly than if you were only answering to yourself.

Early governance can also record the ‘why’ behind certain company decisions or pivots. During later-stage funding due diligence, when investors can spend up to 90 days scrutinising historical business decisions, having a clear paper trail of board discussions becomes invaluable. Later-stage, high-quality investors aren’t just buying your technology; they are also buying into leaders and those who can manage a complex, growing organisation. Strong governance structures can signal that your team can be trusted to take on significantly larger pools of capital, customers, and levels of growth.

Aim for the compliance standard required for the funding stage ahead of your current level.

The rule of thumb for founders should be simple: aim for the compliance standard required for the funding stage ahead of your current level. For example, if you’re a seed-stage business, your governance structures should be aligned at the very least with those of a Series A company and so on. By the time you reach the next fundraise, the due diligence process should be a formality and meet investor expectations.

Protecting your foundations

One of the most typical reasons for an investor to walk away from an early-stage company isn’t a product pivot or a slow revenue quarter; it’s a complicated or messy cap table, often with a dominant, non-aligned early investor.

It’s common to see inexperienced founders give away a substantial portion of equity to an angel investor, who provides a relatively small cheque but expects outsized control. This can create a structural imbalance and can cause complications down the line. For example, if you cede too much control to someone who lacks the capital or expertise to fund in later rounds, you risk creating dead weight that makes the company uninvestible to later-stage venture capital firms.

It’s recommended that, before taking a single pound of early investor money, you consider what your future cap table might look like. You should also consider how aligned potential investors are with your goals for the business. You want to make sure you are prepared when your company reaches later-stage rounds, and you don’t give away too much too soon or to the wrong investors.

Assembling the board

At my organisation, we often get asked by our portfolio companies how to assemble their boards and set the meeting cadence.

High-quality investors… are also buying into leaders and those who can manage a complex, growing organisation.

The best founders understand what they’re good at and what they’re not. Early-stage founders should have board members who can address specific problems they might not be able to solve on their own. For example, if you are a technical founder, you might not need to hire another technologist. Rather, find someone who represents the customer or understands the high-level market strategy. Governance itself requires the same mindset. Some founders are naturally meticulous and enjoy the governance process, whilst others find it a distraction from product or sales and seek to delegate it. However, governance should be seen not as an administrative burden to be outsourced, but rather as a leadership discipline.

The most critical relationship in the company is the chair-founder dynamic. A great chair can provide the strategic cut-through to navigate the emotional highs and lows of an early-stage business. They can bring drive, energy and most importantly, objectivity.

Avoid trying to be both the CEO and the chair of your own business. While very common in the early days, maintaining it for too long creates an accountability issue, as you cannot effectively oversee yourself. Bringing in an independent chair sets a precedent for accountability and good governance and sends a clear signals to the market and to investors. They will also become a champion for your business, so you need to choose carefully and seek someone you genuinely respect (and not just be swayed by an investment).

Your business stage and sector will usually dictate the frequency of your board meetings. For example, if you are an e-commerce company selling directly to consumers with a short feedback loop, you will likely need monthly board meetings to iterate on the business and map out how the company is going. However, if you’re a deeptech or life sciences business in a multi-year R&D phase, you will likely need meetings less often, reflecting the slower pace of market progress.

Evolution is essential

Governance is not static. As you scale in revenue, geography and headcount, your board must evolve with you. There might come a time when you exhaust the skills of your current advisers.

The people who helped you navigate the seed stage might not be the right people to guide you through a Series C raise or an international expansion. The best founders recognise when they need a different type of experience to get through the next phase of growth. Although transitioning through board members is not easy, it is often necessary to achieve the next company milestone.

The era of “growth at all costs” has been replaced by the demand for sustainable, resilient growth. Governance provides the structure that helps avoid “accidents” and supports growth without collapsing due to internal failures. It ensures that risks can be managed before they become crises, that diverse perspectives can challenge strategies, and that capital is deployed with the oversight investors require.

Tim Mills is managing partner at venture capital fund ACF Investors. 

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