OPEN LETTER: What I Wish I’d Known About Boards

In this second instalment of our Open Letter series, Rachel reflects on what she wishes she had known earlier about working with a board in a PE-backed business.

From board structure and role clarity to the dynamics between the CEO, CFO and investors, these are lessons learned through experience and insights that can help other leaders navigate the same journey.

You’re about to step into a CEO role with a new board behind you and a lot of expectations around you.

You’ll tell yourself you’re fine with challenge, that it’s “not personal”, and that governance is simply part of the job.

Some of that will be true. Much of it won’t.

What will surprise you most is how much the experience of being a CEO is shaped by the board around you.

Boards don’t usually fail because people are incompetent or malicious. They fail because nobody designs them properly, and because no one talks openly about the emotional reality of being challenged on something you care deeply about.

This is what I wish you’d known earlier.

You’ll meet some incredibly smart board members. Yet you’ll leave some meetings feeling oddly flat, frustrated or defensive, even when nothing “bad” happened.

Here’s the truth: many boards are badly designed.

Roles blur.
Power and influence remain implicit rather than explicit.
Difficult conversations get deferred or outsourced.

And because everyone is well-meaning, the dysfunction can hide in plain sight.

Boards work best when there is absolute clarity about everyone’s role and purpose. Be quick to lead on this.

The single most important distinction is simple:

The Chair runs the meeting.
The CEO runs the content.

Your job isn’t to control the room. It’s to decide what the room is for.

The best CEOs don’t ask boards to “review performance.” They ask for something specific:

• A decision
• A challenge
• Advice
• Or simple awareness

Be explicit. It removes theatre and replaces it with purpose.

If you leave a board meeting tired but no clearer, something structural is wrong.

Both roles are critical during a PE-backed phase, and both operate under pressures that are often underestimated.

Your CFO

Stepping into a PE-backed boardroom is a leap for them as well as for you.

They’re suddenly expected to hold their ground with an experienced Chair and an investment director asking sharper, faster and more forensic questions.

If they struggle to produce quality reporting, explain variance or respond confidently in real time, the pressure rebounds onto you.

You fill gaps.
You translate on the fly.
You absorb unspoken concern.

This isn’t failure. It’s transition.

Your role is to recognise it early and act deliberately:

• Prepare together
• Rehearse likely questions
• Agree who answers what
• Invest in the support that enables growth

But be honest. Not every CFO can,  or wants to, make that leap.

If, despite support, they cannot operate at the level required, the issue becomes structural, not personal.

The PE Portfolio Director

Their authority is real. Their mandate is explicit.

They represent ownership.
They bring pattern recognition from across the portfolio.
They keep one eye firmly on the exit horizon.

They rarely drift into operator mode intentionally. When it happens, it’s usually because pressure is high and issues surface for the first time in the boardroom.

Questions become more directive.
Discussions drop altitude.
The meeting starts to feel like an operating review.

This is largely avoidable.

When something moves off-plan, the most effective CEOs, supported by a strong Chair, engage early, outside the boardroom. They explain what has happened, why, and what they will do about it.

The board meeting then becomes a place to test and confirm the plan, not build it in real time.

The boundary to protect is simple:
The CFO carries operational voice and broad influence, but not authority.
The PE director carries authority, but not operational voice.
When that distinction is respected, boards tend to remain both constructive and well-balanced.

You will underestimate the importance of notes. Don’t.

If you or your CFO are taking them, you’re already losing leverage.

Instead, have a designated note-taker, someone neutral, briefed and consistent.

Insist on two outputs:

Formal minutes that protect the company.
Action notes that move the company forward.

Boards don’t drift because people forget.

They drift because nobody captures what was actually decided.

Non-Executive Directors are not there forever. Or at least, they shouldn’t be.

Companies change.
Strategies evolve.
Board needs shift, sometimes dramatically.

Pretending one individual is perfect for every phase is comforting fiction.

Appoint NEDs with intent:

• A clear gap they are there to fill
• A clear time horizon
• A shared understanding that this is about the company’s needs, not personal worth

Two to three years is often enough.

That conversation should be normal. It rarely is.

You’ll also notice something else.

Often you won’t source the NED or adviser yourself. The Chair or PE house will.

And sometimes someone will appear without anyone clearly naming the gap they are meant to address.

It will feel personal, because it is.

Not because you’re weak, but because the honest conversation didn’t happen.

The best boards do this differently.

They say:

“The business is entering a phase where we need more experience in X. Let’s talk about how we close that gap.”

Only then do they appoint a person.

NEDs and advisers should never be used to outsource difficult conversations with the CEO. When they are, trust erodes before the first meeting even starts.

None of this is instinctive at first.

You will learn by doing and by getting a few things wrong along the way.

You’ll get better at this faster than you think.

If you never feel uncomfortable in front of your board, they’re not doing their job.

If you always feel under attack, something in the design is broken.

When roles are clear, conversations happen early, and the board is well designed, it stops feeling personal and becomes one of the most valuable parts of the CEO role.

With hindsight,
Rachel

Rachel was CEO of Intelligent Office, a former YFM portfolio company.
Part of the Open Letter series. More reflections for PE-backed CEOs coming soon.