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.

Thursday, February 29, 2024

Patterns of Poor Governance

As I mentioned last month, many years ago I was toying around with a governance maturity model. Hold your groans, please. Turns out there are such things. I’m sure they’re valuable. I’m equally sure we don’t need another. But as I wrote last month there seemed to be something in my scribbles. Over time, I’ve come to recognize it not as maturity, but more as different patterns of bad governance.

The worst case is wanton neglect, where people function without any governance whatsoever. The organizational priority is on results (the what) rather than the means (the how). This condition can exist for a number of reasons: because management assumes competency and integrity of employees and contractors; because results are exceedingly good and management does not wish to question them; because management does not know the first thing to look for. Bad things aren’t guaranteed to happen in the absence of governance, but very bad things can indeed (Spygate at McLaren F1; rogue traders at Société Générale and UBS). Worse still, the absence of governance opens the door to moral hazard, where individuals gain from risk borne by others. We see this in IT when a manager receives quid pro quo - anything from a conference pass to a promise of future employment - from a vendor for having signed or influenced the signing of a contract.

Wanton neglect may not be entirely a function of a lack of will, of course: turning a blind eye equals complicity in bad actions when the prevailing culture is “don’t get caught.”

Distinct from wanton neglect is misplaced faith in models, be they plans or rules or guidelines. While the presence of things like plans and guidelines may communicate expectations, they offer no guarantee that reality is consistent with those guidelines. By way of example, IT managers across all industries have a terrible habit of reporting performance consistent with plans: the “everything is green for months until suddenly it’s a very deep shade of red” phenomenon. Governance in the form of guidelines is often treated as “recommendations” rather than “expectations” (e.g., “we didn’t do it that way because it seemed like too much work”). A colleague of mine, on reading the previous post in this series, offered up that there is a well established definition of data governance (DAMA). Yes there is. The point is that governance is both a noun and a verb; governance “as defined” and “as practiced” are not guaranteed to be the same thing. Pointing to a model and pointing to the implementation of that model in situ are entirely different things. The key defining characteristic here is that governance goes little beyond having a model communicating expectations for how things get done.

Still another pattern of bad governance is governance theater, where there are governance models and people engaged in oversight, but those people do not know how to effectively interrogate what is actually taking place. In governance theater, some governing body convenes and either has the wool pulled over their eyes or simply lacks the will to thoroughly investigate. In regulated industries, we see this when regulators lack the will to investigate despite strong evidence that something is amiss (Madoff). In corporate governance, this happens when a board relies almost exclusively on data supplied by management (Hollinger International). In technology, we see this when a “steering committee” fails to obtain data of its own or lacks the experience to ask pertinent questions of management. Governance theater opens the door to regulatory capture, where the regulated (those subject to governance) dictate the terms and conditions of regulation to the regulators. When governance is co-opted, governance is at best a false positive that controls are exercised effectively.

I’m sure there are more patterns of bad governance, and even these patterns can be further decomposed, but these cover the most common cases of bad governance I’ve seen.

Back to the question of governance “maturity”: while there is an implied maturity to these - no controls, aspirational controls, pretend controls - the point is NOT to suggest that there is a progression: i.e., aspirational controls are not a precursor to pretend controls. The point is to identify the characteristics of governance as practiced to get some indication of the path to good governance. Where there is governance theater, the gap is a reform of existing institutions and practices. Misplaced faith requires creation of institutions and practices, entirely new muscle memories for the organization. Each represents a different class of problem.

The actions required to get into a state of good governance are not, however, an indication of the degree of resistance to change. Headstrong management may put up a lot of resistance to reform of existing institutions, while inexperienced management may welcome creation of governance institutions as filling a leadership void. Just because the governance gap is wide does not inherently mean the resistance to change will be as well.

If you’re serious about governance and you’re aware it’s lacking as practiced today, it is useful to know where you’re starting from and what needs to be done. If you do go down that path, always remember that it’s a lot easier for everybody in an organization - from the most senior executive management to the most junior member of the rank and file - to reject governance reform than to come face to face with how bad things might actually be.