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Board of Advisors - Sample Charter and Advisor Role Description

Board of Advisors - Sample Charter and Advisor Role Description

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Published by davidjl
Sample charter and advisor role description for the formation and ongoing operation of the Board of Advisors to an early- or growth-stage high technology venture
Sample charter and advisor role description for the formation and ongoing operation of the Board of Advisors to an early- or growth-stage high technology venture

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Published by: davidjl on Apr 28, 2011
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Board of Advisors – Sample Charter and Advisor Role DescriptionHigh Technology Venture (TechVentureCo)Dave Litwiller April 2011Mission: The Board of Advisors (BoA) is to provide strategic guidance to the executivemanagement team of TechVentureCo about the development and improvement of thecompany.Objectives: The BoA is to provide assistance for planning, technology, operational andmarket development.
Provide links between TechVentureCo and its strategic environment
Enhance visibility of the company world-wide
Assist in recruitment
Review growth initiativesResponsibilities:
Receive and react to reports on the state of TechVentureCo in a timely fashion
Act as a sounding board to the management team about the development of thecompany
Provide overviews of major trends or discontinuities in the competitiveenvironment of which management and the BoA should be aware
Execute and adhere to TechVentureCo’s BoA standard agreement providing for an at-will independent contractor relationship, confidentiality and non-disclosureor proprietary information, and disclosure of conflicting duties to other persons or entities that may ariseTypical Matters of BoA Involvement:
Major investments
Deal origination and execution
Introduction to strategic partners and investors
Introduction to prospective key staff and management hiresCompensation:
Advisors generally do not receive cash compensation, but they do receive stock options
Stock option grants are subject to the then current Board of Directors approvedstock option plan, and require signing a standard stock option agreement
Certain members of the BoA may additionally provide professional services toTechVentureCo. Those who do are compensated for those services based onarms-length transactions which executive management believe reflect the value of services rendered 

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