Showing posts with label Board of Directors. Show all posts
Showing posts with label Board of Directors. Show all posts

July 24, 2018

Bored Meetings

So it's been raining so much here in the DC area lately.

The result is that the hot Summer July temperatures are down in the cool 70's and the rain is flooding everywhere. 

When I got in the elevator this morning, someone goes to me:

"Did you see the leak in the hallway?  They are watering the tree with it."

And sure enough, there it was!

When all this rain finally stops, there is going to be a lot of cleanup and repairs to do. 

The other thing was yesterday, we were on the way to a board meeting in our synagogue. 

In the elevator, are two other people--a man and women--carrying binders.

They say to us:

"Are you going to the board meeting?"

Surprised, because I didn't recognize them from our synagogue, I respond affirmatively and ask to clarify:

"Oh, you're going to the board meeting too?  I don't recall seeing you there before."

Then the elevator stops and they start to get off--but it's to a different board meeting for the building.

When they see that we're going to a different floor, they start laughing:

"I guess we're going to different board meetings!"

I say:

"Yeah that's right, different board meetings, but we'll all probably be bored!

Another laugh by everyone, and we we're all off to the races. ;-)

(Source Photo:  Andy Blumenthal)

February 2, 2016

Boardroom B.S.

So I had the opportunity to attend a board meeting recently and to see firsthand why most decisions are so flawed. 

- No Diversity--The board members were all from a single age group and color, and this clearly impacted their thought processes and decisions. For example, when others attending the meeting asked about updating some technology, the board members blankly felt that was not important even after almost a decade of the same thing. 

- Self-Interest--The board only entertained issues that they were interested in for themselves. For example, when someone stood up to talk about issues they didn't feel were important to them, the board members tuned out, interrupted the speakers, actually scrowled at them, or just shut them down altogether. 

- Getting Personal--Board members frequently changed the discussion from substantive discussion to personal attacks. When one person questioned a recent decision, a board member started yelling about being called names (which never happened that I saw) or telling the speakers that they didn't know what they were talking about. 

- Information Poor--Board members made decisions or committees recommended decisions first, and then put it up for discussion later (like at a subsequent meeting). Moreover, the board members referred to decisions being made over and over based on anecdotes of people telling them this, that, or the other thing (none of which could be verified) and not on facts or surveys of those impacted by the decisions. 

- Transparency Lacking--Board members made decisions without explanation for the reason or justification, and even without necessarily evaluating all the alternatives. When questioned, the board wasn't able to identify costs of alternatives or even fully explore the other viable options. 

- Intimidating The Opposition--The board members actually seemed to challenge and turn to intimidation to stem alternate views from their own. Some people that had supported other voices in the room where turned or told that they hadn't understood the issues properly to begin with. 

Despite some nice people personally and one or two that didn't seem to go along with the shinanigans, overall it was a very disppointing show of decision-making, governance, communication, and leadership. 

No wonder people get turned off by the process, don't participate, and lose confidence in those at the top. Maybe time for people to be leaders with heart and not megalomaniacs with gavels. 

(Source Photo: here with attribution to CJ Sorg)

January 18, 2015

Governance, Pay Attention

So I chose this photo to represent bad governance. 

The governing board covers their ears, eyes, and mouth.

Because they hear and see no evil and speak no truth. 

They are deaf, blind, and dumb--they provide no real oversight. 

Simply choosing to collect their pay checks and stock options for residing on the governance board.

This is their payoff--not to govern--but rather to shut up and stay out of it!

I read a good overview of what governance is supposed to be and comparing it to management functions (Reference: Exam Preparation Course in a Book for Passing the CISM):

  • "Oversight versus Implementation
  • Assigning Authority versus Authorizing action
  • Enacting policy versus Enforcing policy
  • Accountability versus Responsibility
  • Strategic planning versus Project planning
  • Resource allocation versus Resource utilization"

When the board does their job, then the organization has a business strategy, manages risks, allocates resources, delivers value, and measures and monitors performance. 

In other words, no more acting like a bunch of out of control monkeys. ;-)

(Source Photo: Andy Blumenthal)

February 1, 2008

Governance and Enterprise Architecture

Enterprise architecture is critical to effective IT governance. EA establishes the baseline and target architectures and the transition plan and enforces these through the EA Board, who conducts technical reviews of proposed new IT projects, products, and standards. EA guides the organization to performance results, business-technology alignment, information sharing and accessibility, systems interoperability and component reuse, technology standardization and simplification, and security, including confidentiality, integrity, availability, and privacy. In short, EA ensures information transparency of business and technology to enhance organizational decision-making.

But what happens when organizational governance, whether EA governance or corporate boards, that is supposed to ensure transparency, does not?

The Wall Street Journal, 14 January 2008, reports “Why CEOs Need to Be Honest with Their Boards.”

“People who have spent time in corporate boardrooms say honest communication is often lacking between CEOs and their fellow directors. ‘Communication and transparency being a problem is more the rule rather than the exception.’”

Sometimes this makes headlines, such as when CEOs conduct activities without informing or getting permission from their directors, such as:

  1. Backdating stock options
  2. Holding merger and acquisition talks
  3. Trying to solve problems independently that need to be vetted

“‘Many times it’s the thing not said, or overly optimistic positioning that gets CEOs in trouble’…as leaders, they want to take charge and inspire confidence, even when things are turning sour. But that instinct can lead them to be less than forthcoming about problems—which can snowball into severe tensions with directors.”

CEOs who do not keep their board up-to-date do so at their own peril—“In 2006, 31.9% of CEOs who stepped down world-wide did so due to conflicts with the board…the forced departures were ‘nearly always because of transparency issues...[this leads to a] slow deterioration of trust, so the termination is generally packaged as a ‘loss of confidence.’”

Things have definitely changed in the relationship between boards and CEOs─ “‘There used to be a bright, clear line: We, the management made the decision and they, the board, reviewed and approved those decisions”…that bright, clear line has gotten really fuzzy now.”

Why does the CEO resist this transparency with the board?

“It’s the CEO’s job to ‘put a good face on things to mobilize and drive the changes that any company needs going forward…this requires inspiring people and giving them confidence that if you only make this last push you will get there.” CEO’s don’t want to admit that things are not progressing as expected. They don’t want to concede that they don’t have all the answers.

What’s the lesson here for User-centric EA?

We can’t think that we have all the answers. Collaboration, vetting, and information transparency is critical to enabling better decision-making. Whether information transparency is coming from EA to business and technical information stakeholders or from the CEO to his board of directors, information transparency inspires trust and “breeds self-correcting behavior” (as the U.S. Coast Guard Commandant often reminds us). Hiding problems, being overly optimistic or self-reliant, or working in stealth are not the cornerstones for good enterprise governance. Rather, openness and frankness about program, projects, products, and plans (EA or otherwise) enables good governance. Hearing opposing points of views leads to better decision-making. Even if it is sometimes painful to hear or slows down the process some; a little enterprise introspection goes a long way to improving the end result.