I consult, write, and speak on running better technology businesses (tech firms and IT captives) and the things that make it possible: good governance behaviors (activist investing in IT), what matters most (results, not effort), how we organize (restructure from the technologically abstract to the business concrete), how we execute and manage (replacing industrial with professional), how we plan (debunking the myth of control), and how we pay the bills (capital-intensive financing and budgeting in an agile world). I am increasingly interested in robustness over optimization.

Monday, December 31, 2018

I'll be Gone, You'll be Gone

The Financial Times recently ran a long article describing the breakdown of governance over the Crossrail development, the first new underground railway in London in over a century. Good governance is usually only appreciable by its absence, but the Crossrail case allows a before / after contrast between the presence of good and, after the sacking of a key board member, the presence of bad. Early on, "TFL's representative on the Crossrail board ... had kept a close eye on costs, and asked all 'the difficult questions' according to one individual close to the board". Yet after his departure, "It [the board] endorsed everything rather than challenging [management] and asking questions.". As a case study in governance, the FT article is an analysis very much worth reading.

The article also describes a nefarious management phenomenon common to complex, long-term investments: "And the management often doesn't care because they know they won't be there when the project isn't delivered on time and to budget."

I recently read John Kay's book Other People's Money: The Real Business of Finance. In Chapter 4, Dr. Kay describes the trading mentality that replaced that of stewardship across much of the banking sector from the 1980s onward. He introduces the subject using a quote from a senior industry figure: "''We are investment bankers. We don't care what happens in five years.'" The people who make the promises and ink the deal are not the people responsible for fulfilling the promises and seeing the deal through.

The FT article describes this phenomenon within Crossrail: "...like all long-term projects, it suffered from management changeovers at contractors and suppliers. 'You always have a lot of baton changes on large-scale projects like this... So although they will have been suppressing bad news, none of the people who were round the table at the beginning are still there - it's the nature of careers that no one stays for 10 years.'"

Or, as Dr. Kay put it, "Traders need not wait to see when or whether the profits materialise. I'll be gone, you'll be gone."

A little over a decade ago, a collapsing mortgage market in the United States metastasized into a global financial crisis when the value of complex structured products (think collateralized debt obligations backed by sub-prime mortgages) on bank balance sheets suddenly collapsed. Chuck Prince, CEO of Citigroup during the run-up to the global financial crisis of 2008, will forever be enshrined in the annals of finance history for his regrettable statement that 'as long as the music is playing, you've got to get up and dance.' "Soon after," writes Dr. Kay, "Prince was forced from office and Citigroup was bailed out by the US taxpayer."

Earlier this year, Crossrail development, which had appeared to be moving successfully along, fell off a financial cliff, requiring two capital injections in rapid succession, just so they could keep paying the bills. Per the FT: "'It feels as if they clung on to the schedule they had until it became clear that it absolutely couldn't be delivered,' he says. 'But when they dropped it, it seems that they had nothing left to work to. That would explain what looks like a sudden collapse.'" The chairman of Crossrail has been forced to resign (its chief executive having exited just before the bad news broke), and Crossrail has been bailed out by the UK taxpayer.

In the post-collapse analysis of financial crises, Dr. Kay points out that the principal actors are not particularly adept at critical self-assessment. "Rogue traders normally protest that the activity would eventually have been profitable if the bank had not closed its position, just as the gambler dragged home from the casino tells his wife and the world that he would have come out on top only if he had been allowed to stay longer." Additionally, the principal actors in the early stages - who are the primary beneficiaries of "cash borrowed from destiny with some random payback time" - have a tendency to deflect any doubts about the merits of the rewards they reaped in the time before the crash. "With the cognitive dissonance of the tailgater, he [Mozilo] would explain that the considerably larger amount he had received for his services as chief executive of Countrywide was justified by the profits that his company had reported from the sale of mortgages before the borrowers failed to pay them back." While deflection on the grounds that the collapse was episodic rather than systemic may be delusional, it is a convenient pound-the-fist-on-the-table argument to justify individual financial rewards of questionable merit.

In the banking sector, the problem was borne of a combination of the agency problem (the objectives of managers are materially divergent from those of the board) twined with moral hazard (no downside exposure to idiotic risks). It remains to be seen whether or not this proves to be the case with Crossrail. But with a management extracting high compensation derived from other people's money, a large number of contractors each working in a silo, an established pattern of suppressing bad news, and a forced buyer of last resort, Crossrail certainly appears to possess many of the same characteristics.

Per the FT, "People are always adventerous on costs and time because they don't want to tell the truth." The first and last line of defense against the agency problem and moral hazard is good governance. Poor governance plagued the banking sector in the years up to the 2008 financial crisis: few directors of financial institutions had any "sophisticated understanding of banking and risk", consisting as they did of "leading clients, ex-politicos and community leaders". Crossrail appears to have become plagued by the same, with one of it's principal stakeholders having the attitude of "'give him a call when it's time to cut the ribbon.'"

There is no easy fix to poor governance because governance tends to be self-referential among its members and lacking in tools for self-correction and continuous improvement. As Dr. Kay writes, "Their attitude was not the comprehensive immorality of the overt fraudster but the willful blindness of those who do not ask questions when it would be embarrassing, or at least inconvenient, to know the answer. Upton Sinclair's remark is again relevant: 'it is difficult to get a man to understand something, when his salary depends on his not understanding it.'"

Governance is only as effective as each governor, which is why I advocate for everybody in a governing role to study and practice the positive behaviors of activist investors. Given the variable - and generally poor - standard of governance in place over most investments, there needs to be a standard of excellence in governance practice. Activist investing is the closest thing we have to such a standard.