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Research Toolkit

Governance Toolkit

A practical resource kit for boards approaching institutional transitions, fundraises, or governance refreshes. Self-assessment across six dimensions, skills matrix template for your current directors, and committee structure guidance by company stage.

VersionMay 2026
PillarGovernance & Diplomacy
FormatWeb · Print · PDF
Sections
1. Self-Assessment 2. Skills Matrix 3. Committee Guide
Section 1

Board Governance Self-Assessment

Rate your organization on each item from 1 (not in place) to 5 (mature and effective). Be honest. This is a diagnostic, not a scorecard to optimize. The gaps are where the value is. Scores save automatically as you go; your dimension averages and total score appear at the bottom.

Section 2

Board Skills Matrix Template

Map your current directors against the competencies that matter for your stage and sector. Mark each cell as Strong (S), Adequate (A), or Gap (G). A well-composed board has no row with all gaps and no column with only one strong. The matrix below is editable; you can also save your work as a PDF using the action above.

Competency Dir. 1 Dir. 2 Dir. 3 Dir. 4 Dir. 5 Gap?

How to Use This Matrix

  1. List your current directors across the top columns. Below 5 directors, leave the extra cells blank.
  2. For each competency row, mark S (strong), A (adequate), or G (gap) for each director.
  3. The Gap column flags rows where no director rates Strong in that competency.
  4. Prioritize gaps that matter most for your current stage (see the committee guide below).
  5. Use this matrix when writing director recruitment briefs for your next board appointment.

Key Principle

You are not trying to fill every cell. You are trying to ensure the board collectively covers the competencies that matter for the next 18 to 24 months. A pre-Series B SaaS company needs financial acumen and scaling experience more than ESG expertise. A pre-IPO company needs all of them.

Section 3

Committee Structure Guide by Stage

Not every company needs every committee. This guide maps the governance structures that matter at each stage. Build what you need now; plan for what you will need next. Use this alongside the Skills Matrix above to scope your next director appointment or committee formation.

Stage 1

Pre-Seed / Seed

3 to 4 board members typical
Formal committeesNot required.
Focus instead onClear shareholder agreement with board appointment rights, basic conflict of interest policy, regular board meeting cadence (monthly or bimonthly), simple financial reporting package.
Typical board1 to 2 founders + 1 lead investor.
Priority gap to fillOne independent with financial or operational expertise.
Stage 2

Series A

4 to 5 board members typical
RequiredAudit function (can be informal or single-member).
RecommendedBegin formalizing meeting cadence (quarterly minimum), board materials template, standardized financial reporting.
Typical board1 to 2 founders + 1 to 2 investors + 1 independent.
Priority gap to fillIndependent director with industry expertise and audit capability.
Stage 3

Series B

5 to 7 board members typical
RequiredAudit Committee (formal, minimum 2 members, 1 independent chair). Compensation Committee (at minimum informal).
RecommendedNomination/Governance Committee (can be combined with Compensation), committee charters, annual board self-evaluation.
Typical board1 founder/CEO + 2 investors + 2 to 3 independents.
Priority gap to fillIndependent chair or lead independent director.
Stage 4

Growth / Pre-IPO

7 to 9 board members typical
RequiredAudit Committee (fully independent, financial expert chair). Compensation Committee (fully independent). Nomination/Governance Committee.
RecommendedRisk Committee (sector-dependent), formal director onboarding program, annual board and committee effectiveness review, D&O insurance review.
Typical boardCEO + minority investor seats + majority independent.
Priority gap to fillBoard-level risk, regulatory, and capital markets expertise.

What comes next

This toolkit gives you a starting point for honest self-assessment. If you scored below 18 on the assessment, or if more than three competency rows in your skills matrix show gaps, the institutional research underlying this toolkit may help you prioritize what to fix and how. The Institute publishes ongoing research on board governance under its Governance & Diplomacy pillar.

Take the 60-second Governance Pulse Read the Governance research thread