TerraBridge

Module 01 · Foundations

Governance

Build investor-grade governance from day one: board composition, charters, core policies, AML/KYC and a climate-reporting cadence investors can audit.

GovernanceIncorporationVenture StudioRevenue ModelsFinancial ModellingBusiness Model Canvas

Board composition by stage

Governance should scale with capital raised — not before, and never after.

StageTypical compositionMeeting cadenceWhat to get right
Pre-seed2 founders + 1 independent advisorQuarterly advisory callNo formal board yet. Keep written minutes anyway — investors read them.
Seed2 founders + 1 investor director + 1 independentEvery 6–8 weeksFirst formal board. Adopt a charter, reserved matters and a conflict policy.
Series A2 founders + 2 investor directors + 1–2 independentsMonthly or every 6 weeksAdd audit and remuneration sub-committees; formalise impact reporting.

Core policy stack

Six policies cover roughly 90% of what an African climate investor or DFI asks for in diligence.

Finance & procurement

Critical

Delegation of authority, dual signatories above a threshold, supplier vetting, expense approvals.

AML / KYC

Critical

Customer and counterparty identification, sanctions screening, source-of-funds checks for grant and investor capital.

HR & safeguarding

Critical

Contracts, code of conduct, anti-harassment, whistleblowing channel, child-safeguarding where field staff meet communities.

Environmental & social (E&S)

DFI requirement

IFC Performance Standards alignment, E&S risk screening, grievance mechanism. DFIs will not close without this.

Data protection

Recommended

POPIA (South Africa), NDPA (Nigeria), Kenya DPA compliance; retention schedule and breach process.

Anti-bribery & corruption

Critical

Gifts and hospitality register, facilitation-payment prohibition, third-party due diligence.

Reporting cadence

MonthlyManagement accounts, cash position, runway, KPI dashboard
QuarterlyBoard pack, impact metrics, risk register update, pipeline review
Semi-annualE&S performance report, grievance log, safeguarding review
AnnualAudited accounts, impact report, board effectiveness review, policy refresh

Board pack: minimum contents

Numbers section

  • Management accounts vs budget
  • Cash, runway and next-raise timing
  • KPI dashboard with prior-period comparison
  • Debtors, creditors and covenant compliance

Narrative section

  • CEO report: wins, misses, decisions requested
  • Impact and E&S update with evidence
  • Risk register changes and mitigations
  • People: hires, attrition, key-person risk

Diligence red flags to remove now

  • No written minutes for any board or shareholder decision
  • Founder loans and company funds in the same account
  • Cap table held in a spreadsheet with no signed instruments behind it
  • Impact claims with no underlying measurement method
  • Related-party contracts never disclosed to the board
Next

Incorporation

Ask the TerraBridge AI
Draft a lean board charter and policy checklist for a seed-stage African climate startup.