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Building uncompromising governance

Neelix IO Pty Ltd • Jan 01, 2023

Is it common to discover that organisational performance, culture, or health of specific projects is worse than reported? The opinion expressed below proposes a solution for how individual leaders and boards can deal with both intentional and unintentional distortion of reality.

Problem Statement

As a confirmation of the proverb that "the truth always comes out," it is common for corporations to issue “restatements” (examples are failed projects, or belated realisation of a strategy failing to achieve goals). This form of low corporate governance quality originates at Individual and Group levels of governance activities. Approximately 98% of restatements are linked to unintentional misreporting (Patrick Velte, 2021). 


What makes good governance is normally discussed through the lens of board independence, diversity, ownership structure, CEO characteristics, remuneration, and oversight. Given that misreporting and resulting restatements are a domain of poor oversight, let's focus on this perspective.


The trick with restatements is that they “are mainly perceived and applied as a proxy for low corporate governance quality because restatements are often linked with
initial undetected misreporting rather than to a subsequent successful detection of misreporting”. Such linkage indicates ineffective audit. Research seems to indicate that audit and oversight alone cannot guarantee prevention of integrity issues. Governance breaches are often reported to be rooted in “overconfidence” of individuals, and sometimes even the Board (Deloitte, 2016, Good Governance driving Corporate Performance?)


In the opinion of the writer, governance breaches can be crystallised within two root-causes:

  1. Individual managerial overconfidence driven by politically motivated self-preservation and toxic positivity. Because organisations are social constructs, they are susceptible to the same fallibility as individuals;
  2. Group think and confirmation bias that result in filtered, blocked or mutated information flow.


These root causes negate effectiveness of monitoring via audit. Yet, “corporate governance can be classified as a monitoring tool in line with shareholders’ interests of ethical management behaviour “ (
Patrick Velte, 2021). Whilst this definition of the function is true, today’s implementation of audit is a very conflicting approach because the management stack is expected to report on itself via “sponsored” (employed or paid) audit. None of the known C-suite positions are able to resolve this conflict. 


It is common for managers to express a view that “we paid for multiple audits over the years, and all reports relayed that our governance was good”. Which begs the question - if multiple audits were reported (or communicated to stakeholders) as “green”, then why the sudden significant restatement. There must have been issues with either scope and / or independence of the audit. Inability to take responsibility for identification, reporting, and steering of core issues early is the ultimate proof of ineffective governance. Bias and toxic positivity prevent some leaders from acting early.



Whilst there is no silver bullet, it is important to be aware of grey areas that can create misguided, over-confidence based gambles:


  • Reporting from middle managers

    Gotchas


    Whilst trust is important, the ability to cross-check the accuracy of a specific report, or what it means within a wider landscape, is often a missing systematic capability. 

  • Personal connection with key employees

    Gotchas


    It is common for senior leaders to leverage 1-1 conversations with specific “trusted” employees to identify punchy sentiment and specific issues. The limitations of this pattern are frequently underappreciated. 


    In a context of geo-distributed teams and extremely busy schedules, it is unlikely that leaders would get reliable data from these short, and likely biased, conversations. Your employees will only tell you what they perceive “you can handle” due to:

    • Your enthusiasm not leaving any room for questioning the strategy of navigating through commonly agreed problems
    • compression of time
    • your ability to “listen”
    • your ability to be patient with their style of delivery

  • Periodic audit (externally paid, or internal)

    Gotchas


    Anecdotal evidence suggests that some audit events can be bought as insurance in an attempt to survive the day. Even if audits were well scoped and unadulterated, this form of monitoring is lagging.

  • Whistleblower escalations

    Gotchas


    This is the last resort, and therefore, not a suitable mechanism for preventing governance breaches. The breach has already occurred.

  • Periodic surveys

    Gotchas


    Good surveys take significant effort to prepare, process, and then work through with teams. At best, they can be a different form of lagging a Whistleblower event.

  • Employee engagement tools

    Gotchas


    Survey-based employee engagement patterns do not affect any governance related decisions. Surveys “extract” information, and therefore suffer from lag and information bias.


    The statistic speaks for itself: “Only 22% of companies obtain meaningful results from their employee engagement surveys.” (Enodo Global, 2022)

One of issues deeply embedded into low quality governance is that managerial attitude of “I know better” is prioritised well above systematic and authentic employee engagement. Richard P. Feynman’s warning still has not truly landed - “The first principle is that you must not fool yourself and you are the easiest person to fool”.

Solution

The solution for preventing governance breaches is the concept of  “systemic honesty” where all sources of information are always processed through reflective patterns.  “If we want to be leaders of impact, we must learn to reflect” (Carly Fiorina, 2022, Advice for Independent Thinking).


Shying away from stress-tested reflection on reality only delays the inevitable. How can leaders verify if things are truly as reported?


Here are 9 specific recommendations for building uncompromising governance:

  • Re-think employee engagement strategy and tools

    Call for change : Priority 1 - Do Better


    Reduce reliance on surveys. Give avenue for employees to “push” measurable and context aware feedback. Integrate Neelix Employee Engagement service (as a seamless Court Jester) into day-day lives of your teams and ongoing status reporting.


    Invest in real human connections and sincere conversations over any AI assistants. 


    NB (Opinion): AI can add value with reconciling presented reality reflection (see Priority 5 recommendation below), but it should not be used to generate data points at the current stage of societal development and philosophical debate.


  • Embrace horizontal leadership

    Call for change : Priority 2 - Update


    Improve the lives of managers by treating them as a horizontal leadership group. This means it is inappropriate to respond to questions or concerns by “there are things you are not aware of”. Invest in authentic 2-way conversations between team leads and C-suite on the basis of unadulterated feedback “pushed” by the grassroots. This way, you accelerate the engagement past the “prove the point” state.

  • Improve potency of 1-1s

    Call for change : Priority 3 - Update


    Come to a conversation with key employees having already checked the patterns auto-depicted on the basis feedback “pushed” by employees. Knowing the experiences and persistent trends that a particular team lived through will improve authenticity of your 1-1 connections.

  • C-suite / Board structure diversity

    Call for change : Priority 4 - Update


    Prioritise cognitive diversity over other types of diversity. 


    Keep narcissistic and overconfidence behaviours in check by embracing transparent reporting of morale and temperature “pushed” by employees via a Live Pulse feedback loop.

  • C-suite / Board structure missing role

    Call for change : Priority 5 - Revolutionise


    Develop a new C-suite audit / governance function - “Chief Reality Reflection” Officer. 


    Given the fallibility of humans, this CRR position needs to be an independent virtual entity based on something like ChatGPT so that:

    • everything is questioned, and 
    • potential mistakes admittance is called out

    Be properly informed of AI readiness. As of 2022, ChatGPT and similar are more of a future potential from the perspective of business who might want to consume the service at scale. AI cannot beat humans at everything, and only very few large corporations can build true AI. Organizations start preparing for the use of such services.


    However, governance checks is one area where AI can add value today without the danger of impacting the authenticity of human connections.


  • Reality Reflection System

    Call for change : Priority 6 - Revolutionise


    This is effectively a job description of the virtual “Chief Reality Reflection” Officer.


    Whatever your strategic goals are (recurring revenue or some other measure), there must be a data-driven, value-chain based mind map of getting there.


    This system should be technological and operable by the “new age” audit function.


    The purpose is to reflect reality in real-time through a multitude of reconciled data points:

    • Risks created and update dates
    • Activity and project status reports
    • Feedback “pushed” by employees
    • etc.

  • Re-think audit (externally paid, or internal)

    Call for change : Priority 7 - Revolutionise


    Like everything else, audit functions should become a technological capability.  CRR (“Chief Reality Reflection” Officer) will require an operator - this is what is needed from the “new age” audit function.


    If you want an effective audit, it should lose the “lawyers uniform” and the “in-built PR linguistics”.


  • Use surveys appropriately

    Call for change : Priority 8 - Do Less


    Reduce reliance on surveys, their frequency and overheads. Be mindful that bias can never be 100% avoided. Addiction to surveys turns people off. Even if you are careful, certain key individuals will still perceive their involvement as “I'll give a response just to get rid of the question, or will accent / skew the conversation”.

  • Whistleblower escalations

    Call for change : Priority 9 - Do better


    Whistleblower mechanisms are important. However, they deal with cases bordering corruption. Invest into above priorities to prevent corruption in the first place. 


    NB: Naturally, do ensure proper protection for whistleblowers.


Conclusion

Low quality governance is inexcusable and improvements are achievable today. 


“The ‘good’ governance … requires collaboration, objective oversight and empowering alternate views” - (Deloitte).

The solution is to:

  • treat middle managers and team leads as a horizontal leadership group
  • give employees an avenue to “push” measurable and context-aware feedback
  • introduce a virtual role of the “Chief Reality Reflection” Officer to the Board



The Corporate Executive Board (CEB) estimates that 50% to 70% of executives fail within 18 months of taking on a role. One of the key reasons is: "They don’t prioritise listening and learning — and fail at managing change". It is possible that the mirror image of this statistic is that only 48% of employees see their company leadership as high quality (GLF).


9 specific recommendations from above are designed to provide a systemically resilient solution for effective transparency:

  • Transparency is a new transient competitive advantage and should be inward looking as much as it is being considered in terms of societal impact - impact on shareholders and employees is at least as important
  • Improve ESG disclosures in order to stay ahead of the curve 


Sustainable future begins with the capability to prevent restatements and failure.


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