Inevitably though those dreadful words 'good corporate governance' recurred too many times in the article. To my mind good corporate governance is the last reason for dividing the roles. And I really mean 'the last reason', not that it is no reason at all. But if corporate governance is made the first reason for having an independent Chairman, it seems to imply that his most important function is to act as a brake on the CEO's selfish, mercenary and possibly dishonest tendencies. It would not be surprising, then, if the CEO were to view the Chairman with some suspicion, as some sort of corporate policeman, or a glorified internal auditor. It is likely to get the relationship off on the wrong foot, or to make the CEO resist the appointment of a Chairman at all. The idea that appointing a Chairman is good corporate governance is probably the main reason why some companies do not have one.
For far more practical reasons, when I was an active VC investor, the model I always preferred was to have a genuinely independent Chairman, an experienced individual who would play an impartial role between the management team and the investor group. But more often than not, when a business came to us for money they would not have a Chairman already in place.
I would advise an entrepreneur to get a Chairman for himself or herself (you see, by using the proper word and eschewing political correctness I am not meaning to imply that women cannot or should not fulfil either the Chairman or CEO role better than men, I am just attached to the English language) almost before he or she has got a business.
By definition, a first time entrepreneur has not built a business before, so having someone on the team who has done it and can help to point out some of the potential pitfalls is invaluable. Some entrepreneurs think that admitting that you don't know it all and can do with some help is a sign of weakness; in fact recognising the need is a sign of great strength. And a second or third time entrepreneur, older, wiser, with a lesser need, is likely to be more aware of that.
The Chairman can act as an invaluable sounding board while the business plan is being constructed. He can ask good questions and point out flaws. He or she will know from experience that it takes longer to build a business than most entrepreneurs think, with their unbounded enthusiasm and optimism. A good Chairman knows how to help a founder CEO arrive at a more achievable plan without sapping energy or causing negative feng shui.
Then, with a credible, realistic plan in place it is easier to determine a robust strategy for raising finance for the business. If the Chairman is an angel investor, as is likely, he or she may well be the first source of outside capital. The credibility conferred by this outside investment, coupled with the probable contacts in the financial world stemming from previous business ventures, will significantly increase the chances of raising institutional venture capital investment when it is required. Knowing whom to approach is one thing; being able to open the door and make sure that you can pass through it and get proper consideration is another. And if the Chairman's first investment seems to be at a keen price (after all, he is meant to be a smart businessman), the extra distance that some early fuel in the tank has helped you to drive, and his involvement (in the navigator's seat, not the driver's), may well improve the terms of the first institutional funding more than enough to balance out that early dilution.
Then your Chairman begins to play perhaps the most important role of all, as a two way pressure valve between you and your investors. The first experience of venture capital term sheets and the legal process which follows straight behind can sometimes be enough to make one wish one had never started the equity raising process. The warranties and the investor veto rights can make it feel as if you are being tied up in knots for the foreseeable future. The Chairman has a valuable role to play in telling the entrepreneur not to worry about monsters moving in the shadows if there are none, and in ensuring that the protections sought by the investor are fair and reasonable. The pressure valve starts to operate even before the deal is done.
The key is that a good Chairman can understand the viewpoint both of the entrepreneur, and of the investor, and has the wisdom and experience to judge where the optimum point is between the two. Often venture capital investors are not good at explaining their jargon and the things they need to achieve to the entrepreneurs they back. Often the entrepreneurs are not good at asking the right questions in order to understand their investors' business and how the pressures on that business will impact on their own. Often it is as if the investor and the entrepreneur are not just saying different things, but gabbling them at each other in different languages.
The Chairman can act as interpreter, umpire, arbitrator, Solomon. Early in my investing career I was lucky enough to work with a couple of wise Chairmen who helped turn me into a better investor by not being afraid to take me on one side and tell me if the demands I had just made of the entrepreneur were not just badly expressed but unreasonable. If the entrepreneur had said that to me directly I would have probably disagreed, had an argument and soured our relationship. But with the Chairman the same conversation could be non-confrontational and unemotional. But above all the conversation worked because I knew that the following month the Chairman might be taking my side and telling the entrepreneur that the bonus scheme he was thinking of proposing for himself was extravagant and premature, or that the board meeting had been badly prepared, or that my views about the budget were spot on. And this is where the umpiring analogy breaks down, because if there is an umpire there must be two sides. A good Chairman can keep the investor and the entrepreneur on the same side, in the same team, so that their company can take on the world without internal dissension.
So even before you can afford any decent office furniture, splash out on a Chair.



