Boards have a finite 'governance budget'—their collective time, skills, and capacity. This budget must be sufficient to oversee the portfolio's risk. A board with limited capacity cannot effectively govern a high-risk, complex strategy like private equity, creating a critical misalignment that jeopardizes returns.
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.
A board member's role includes flagging strategic risks, including geopolitical exposure that could drastically limit future acquirers or prevent an IPO. Advising a CEO to relocate teams from a high-risk country is not operational meddling, but a core governance duty.
PE investors often fail to unlock a portfolio company's full potential by only interacting at the board level. Engaging deeper with operational leadership is crucial to understand the team's true quality and identify opportunities to transform the value proposition, which are often missed from the boardroom.
Most institutional investor boards are composed of finance professionals and constituent representatives, but not technologists. This leads them to view technology as an operational cost or an 'IT toolkit' rather than a strategic asset that can fundamentally enhance returns by improving portfolio knowledge and navigation.
Effective private equity boards function as strategic advisory councils rather than governance bodies. Board members are expected to be co-investors who actively help with strategy, networking, and operational challenges like procurement, making them a key part of the value creation engine.
An investment committee's value extends beyond simple gatekeeping. It serves as a vital communication tool between company divisions, a focusing mechanism to prevent chasing distractions, and a mentoring opportunity where junior talent can learn from senior-level analysis and decision-making.
Great investment ideas are often idiosyncratic and contrary to conventional wisdom. A committee structure, which inherently seeks consensus and avoids career risk, is structurally incapable of approving such unconventional bets. To achieve superior results, talented investors must be freed from bureaucratic constraints that favor conformity.
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 conventional wisdom that a VC can only handle ~8 board seats is incorrect for firms with a strong platform. When a firm provides dedicated teams for recruiting, business development, and policy, partners can scale their time effectively. They are freed to focus on high-leverage strategic advice, not operational tasks.
Investment research suggests the significant performance signal in governance isn't achieving a perfect score, but rather avoiding companies in the worst decile. The key is to steer clear of clear red flags—like misaligned boards or poor capital allocation—as this is where underperformance is most clearly correlated.