The board of directors for any UK company should be constituted by relevant persons who add value and contribute to the direction and management of the business.
Usually, the relevant persons include the founders and any appointees from significant investors. Subject to the circumstances, a UK company may also bring an independent non-executive director on to the board for industry expertise or other skill sets.
Balancing board composition is important. An oversized or poorly structured board may limit effectiveness (though a larger board may provide a wide range of skills and perspectives), whereas a smaller board can be more agile and easier to manage.
The size of the board should be appropriate for the size, maturity and complexity of your company. For earlier stage companies, you should have good representation from members of the founders and senior management team, who should retain a controlling position, bolstered by an investor director (subject to the size of your company) and an independent director who can bring experience and guidance to the board.
Any rights to appoint a director should be considered and perhaps limited in certain ways, for example by requiring a minimum shareholding or other criteria, to ensure the members of the board are appropriate and relevant in the context of the business.
Ultimately, the composition of your board should reflect the needs of your company and be structured to support its growth and success. It is advisable to seek legal advice or consult with a corporate governance expert when forming your board to ensure compliance with legal requirements and best practices.
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