Startups are often built on speed, instinct, and hustle. In the early stages, founders juggle operations, hiring, product, and finance : sometimes all in the same morning. But when it’s time to raise capital, this hands-on approach starts to show its limits. Investors look for more than just vision and momentum. They expect structure, visibility, and clarity of decision-making. That’s where governance becomes critical.

At Dups, we regularly support startups in preparing for a funding round. Beyond the pitch deck and financial plan, we help founders formalise the building blocks that make a company investment-ready, including governance. Because smart governance isn’t just about compliance : it’s about creating confidence.

1. A three-tiered governance framework

Every company, regardless of size, is built around three governance levels:

• The shareholders’ meeting, which among others  approves the accounts at the annual shareholders’ meeting and appoints board members;
• The board of directors, which defines strategy and supervises execution;
• The management team, which is responsible for day-to-day operations.

In many startups, these roles are initially merged. The same individuals act as shareholders, board members, and executives, often without formal separation or documentation. While this structure may be adequate in the short term, it limits transparency and can create misalignment as the business grows.

Gradually formalising these functions, including the establishment of clear roles, documented decision-making, and external involvement helps reduce risks and improves strategic clarity.

2. The role of the Advisory Board

Startups often hesitate  to set up an informal advisory board in addition to the formal board of directors. Both structures can serve different purposes.

• An advisory board is informal, confidential, and flexible. It consists of trusted individuals chosen by the founders to provide guidance and challenge. These boards have no legal responsibility and no decision-making power.

• The board of directors is the formal governance body under the Belgian Code of Companies and Association. Its members are appointed by shareholders, have legal duties, and are accountable for overseeing the company’s strategy, risk management, and long-term value creation.

An advisory board can be a valuable  step in the early days of a company, by bringing in external members to help broaden perspective and avoid decision-making blind spots.

3. Key practices for building a functional Board of Directors

Effective boards of directors, including an advisory board (where applicable), share several common features:

• They meet regularly (at least four times a year);
• They review financial performance, strategic priorities, governance, and HR matters;
• They include both internal and external members;
• They document meetings and decisions clearly;
• They revisit their structure and composition periodically.

It is also considered good governance practice to appoint an independent director, who can bring impartiality and balance to board discussions. While the articles of association define the formal rules governing the board’s functioning, it may be useful to further detail these rules—such as how meetings are organised, how votes are cast, and how oversight is conducted—in a shareholders’ agreement or in internal regulations. These additional frameworks help reinforce a culture of accountability and transparency.

4. Remuneration: framing expectations

The remuneration of board members is often a topic of discussion, especially in early-stage companies. In our experience, compensation reflects the time and responsibility  expected but should remain proportionate to the company’s size and financial capacity.

Typical figures (from empirical studies of Guberna, Voka and UNIZO)

• Advisory board: €500 to €1,500 per meeting;
• Board of directors: €5,000 to €25,000 per year.

In startup environments, equity instruments (such as share options) or success-based incentives are often used in addition to fixed remuneration. As we regularly emphasise at Dups: compensation should create alignment, not become a financial objective in itself.

5. What value does the Board of Directors create?

Beyond formal oversight, a well-functioning board of directors delivers tangible value to the business. We typically observe benefits such as:

• Improved strategic decision-making and prioritization;
• Early detection of operational or financial issues;
• Increased investor confidence and access to capital;
• Stronger alignment among shareholders, management, and advisors;
• More professional internal processes and reporting.

Whether it’s planning for seasonal cash needs, evaluating a new business line, or preparing for succession, board of directors that work add measurable value over time.

6. Getting started? Here is our step-by-step approach

Good governance should not be complex. We recommend the following key steps:

1. Identify your company’s key challenges and blind spots.
2. Define the ideal profiles of external board members.
3. Leverage your network or seek support from ecosystem.
4. Clarify the expectations, structure, and rhythm of meetings.
5. Review the board’s performance and composition every 18 to 24 months.

The objective is not to create a rigid system but to build a flexible and efficient governance model that grows with the company.

Conclusion

As soon as a funding round is on the horizon, governance moves from a back-office formality to a front-line topic. Investors want to understand how decisions are made, who holds which responsibilities, and whether the company is equipped to scale, not just operationally, but structurally.

Clarifying governance is not just about ticking a box. It’s about building trust, avoiding future friction, and laying the foundations for long-term alignment between founders, investors, and teams.

At Dups, we support startups in making this transition. If you’re preparing for a first round or structuring a larger growth raise, we help you get it right, in a way that fits your stage, cap table, and ambition.

Want to talk about it? Let’s connect!‍