Reed Hastings argues board members lack daily context to add value with advice. Their true function is to be an "insurance layer," with their most crucial responsibility being the decision to replace the CEO if needed. They must learn the business not to advise, but to be prepared for that moment.

Horowitz argues that a board's primary function isn't just strategic advice, but to legally protect the CEO. Running material decisions like equity grants past the board shields the CEO from personal liability and lawsuits—a danger many founders underestimate.

Under Delaware's "Revlon doctrine," if your company is for sale, the board's fiduciary duty shifts. They are no longer guardians of the company's mission but are legally required to act as "auctioneers" to get the highest possible price for shareholders.

While founders often view board seats as a sign of commitment, many VCs prefer an observer role. This allows them to receive crucial information about company progress and upcoming financings without taking on the legal risk and fiduciary duties associated with being a full director.

The selection of an independent director is rarely a unilateral decision. Legal documents often structure the process so that one side (e.g., the common stockholders/founders) nominates a candidate, but the other side (the preferred stockholders/investors) must approve them, creating a mutual veto power.

Horowitz argues that forgoing a board is a massive legal risk for CEOs. A board's primary function is to provide a legal shield. Running material decisions, like equity grants, past the board protects the CEO from personal liability and lawsuits from shareholders. Without this process, founders are dangerously exposed.

A CEO's best defense against the negative effects of power is a team that challenges them. Boards should actively oversee the selection of the executive team to prevent the CEO from defaulting to comfortable, loyalty-based hires who won't provide critical feedback.

CEOs are often exceptional at building relationships, which can co-opt a board of directors. Directors become friends, lose objectivity, and avoid tough conversations about performance or succession, ultimately failing in their governance duties because they "just want them to win."

The distinction between a "director's question" and a "shareholder's question" is a false dichotomy. A board member's fundamental and only purpose is to act as a fiduciary for shareholders, meaning every question should be framed from their perspective.