Chapter 43

Governance

Abstract

Organizations require their objectives set, and the determination of the means of attaining these objectives and of monitoring performance. As summarized by the UK Financial Reporting Council, corporate governance is the system by which companies are directed and controlled. This governance applies to all ongoing and once-off activities of an organization. Its application to once-off activities is termed as governance of project management (GoPM).

Keywords

Benchmarking; Disclosure; Ethics; GoPM; Sponsorship portfolio direction; Standard procedures; STEEPLE

Governance of Project Management

Organizations require their objectives set, and the determination of the means of attaining these objectives and of monitoring performance. As summarized by the UK Financial Reporting Council, corporate governance is the system by which companies are directed and controlled. This governance applies to all ongoing and once-off activities of an organization. Its application to once-off activities is termed as governance of project management (GoPM).
Within a company, the board of directors are responsible for governance. However, governance achievement is not done by any one body, but involves relationships between interested parties. For corporations, these interested parties include the board, management, shareholders as well as the legislature and other stakeholders. For public sector organizations, social enterprises and other non-corporate organization, the parties responsible for and providing governance will differ.
The delivery of governance requires such activities as annual general meetings, board meetings, benchmarking, standard procedures, assurance, marketing and press releases. Awareness of and responding to changes in context within any of the STEEPLE (social, technical, economic, environmental, political, legal and regulatory, ethical) factors is another key competence. Good practice is evidenced both by observed behaviour as also by core documents such as of memorandum of understanding, adopted policies, job descriptions, delegated authority schedules and management reports as well as by sustainable results.
Once-off activities are best managed through the discipline of project management; hence the importance to all organizations for their GoPM. GoPM is the framework within which projects are managed. The governance of any one particular project is therefore a specific subset of the GoPM, i.e., the governance of all the portfolio, programme and project management in an organization.
All changes in organizations are brought about through once–off activities. Competence in and capacity for change is increasingly recognized as a competitive advantage in the business world and a requirement in the public sector. Hence, the importance of GoPM is now widely appreciated as a key enabler for effective and sustainable performance. This significance is reinforced by the requirement for companies to issue strategic reports which in turn depend on governance of change initiatives lasting more than one year.
To assist directors and equivalents to ensure that good governance applies to project management throughout their enterprise, 13 principles can be identified. These are published by the Association for Project Management (APM) in ‘Directing change: A guide to governance of project management’. With the kind permission of APM, these principles are repeated below:
1. The Board has overall responsibility for the governance of project management.
2. The organization differentiates between projects and non project-based activities.
3. Roles and responsibilities for the governance of project management are defined clearly. (For a particular project this should be enshrined in the project management plan.)
4. Disciplined governance arrangements, supported by appropriate cultures, methods, resources and controls are applied throughout the project life cycle. Every project has a sponsor. (From conception to termination.)
5. There is a demonstrably coherent and supporting relationship between the project portfolio and the business strategy and policies, for example ethics and sustainability. (This should be part of the business case.)
6. All projects have an approved plan containing authorization points at which the business case, inclusive of cost, benefit and risk is reviewed. Decisions made at authorization points are recorded and communicated.
7. Members of delegated authorization bodies have sufficient representation, competence, authority and resources to enable them to make appropriate decisions. (These are normally covered in the composition, terms of reference and responsibilities of the individuals and committees.)
8. Project business cases are supported by relevant and realistic information that provides a reliable basis for making authorization decisions. (This is the basis of producing and maintaining the business case.)
9. The board or its delegated agents decide when independent scrutiny of projects or project management systems is required and implement such assurance accordingly.
10. There are clearly defined criteria for reporting project and for the escalation of risks and issues to the levels required by the organization. (These are set out in the project management plan.)
11. The organization fosters a culture of improvement and of frank internal disclosure of project information.
12. Project stakeholders are engaged at a level that is commensurate with their importance to the organization and in a manner that fosters trust.
13. Projects are closed when they are no longer justified as part of the organization’s portfolio.
The main components of portfolio, programme and project management which need to be examined to ensure compliance with these principles of good governance are:
1. Portfolio direction
2. Project sponsorship
3. Project management capability
4. Disclosure and reporting

Portfolio Direction

It must be confirmed that:
• The project portfolio and its constituent parts are aligned with the business objectives of the organization which cover profitability, reputation, customer service, sustainability, security and growth, and the impact of the various projects is acceptable to the ongoing operations of the organization.
• The financial controls including planning and expenditure review processes, are applied to both the portfolio and to individual programmes and projects.
• The organization discriminates effectively between activities requiring project management and other activities that should be managed as non-project operations. Priorities of projects in the portfolio are periodically reviewed to ensure that the mix meets the corporate strategy.
• Project risks are regularly assessed to determine their combined impact on the organization as a whole.
• The organization’s capacity is consistent with the project portfolio.
• The sponsoring organization and external stakeholders such as suppliers, customers, backers, finance providers and regulators must be sufficiently engaged and involved to ensure a sustainable development of the organization as well as being aligned with project successes.

Project Sponsorship

To ensure that the governance is applied, it is essential that:
• All projects have competent sponsors who represent the whole organization and who can make clear and timely decisions.
• Sponsors devote sufficient time to their projects from concept to closeout and final hand-over.
• Sponsors keep up to date with the progress and general management of the project by convening regular meetings with their project managers, and are prepared to seek independent advice to assist them in the appraisal process.
• Sponsors ensure that sufficient resources (financial, material and human) are available and appropriate skilled personnel are supplied when required.
• Sponsors maintain the business case (which they own) and accept accountability for the realization of the specified benefits. This requires a method of assessing benefits and relating them back to the Sponsor.

Project Management Capability

The success of projects depends on the experience and leadership qualities of the managers, the skills of team members, the timely availability of the necessary resources and the processes and procedures employed. It is necessary to ensure therefore that:
• The business case fully reflects the strategic objectives of the organization.
• Projects have clear objectives, scope definitions, envisaged business outcomes and critical success criteria which will enable realistic decisions to be taken.
• The organization’s project management processes, procedures and management tools are appropriate for the project in question.
• Where appropriate, Agile methods are tailored to the organization’s portfolio. In this context, attention is drawn to the findings of the UK National Audit Office’s 2012 review Governance for Agile delivery, which identified four principles, as also to the APM book: ‘Directing of Agile Change’.
• The project manager, team members and operatives are competent, aware of their roles and responsibilities and motivated to improving the performance and delivery of the project.
• A dynamic stakeholder management procedure is developed and maintained, with particular emphasis on communications to, from and between stakeholders.
• The suppliers, contractors and providers of services (internal and external) have competent staff and sufficient resources to meet the project’s requirements in terms of time, cost and performance.
• Establish procedures for change and risk management and ensure that they are adhered to and implemented.
• Allowances have been made for contingencies, which are controlled by authorized persons.

Disclosure and Reporting

Project management information flows up, down and across as well as to and from organizations. Regular, timely and reliable disclosure and reporting is an essential part of good project management. Checks should be carried out to ensure that the reporting procedures comply with company policies.
Top-level reports on any project should cover:
• Progress
• Financial forecasts
• Completion forecasts
• Major risk-related issues
• Major quality problems
• Overall performance problems
• Compliance or deviations with key performance indicators
• Any independent assurance
Periodic appraisal is recommended, by peer and/or external groups, of the complexity and value of information flows including reports to ensure that the minimum effort is expended to produce only the necessary information. It is relevant that under the UK Corporate Governance Code, companies should monitor their risk management and internal control systems and, at least annually, carry out a review of their effectiveness, and report on that review in the annual report.
The culture of the organization should encourage honest and open reports. It should not deter whistle blowers. The insights of Hirschman’s exit, voice and loyalty model should be applied to work for continual improvement.

Ethics

GoPM should require that project management complies with the sponsoring organization’s policies including that on ethics. It is therefore the duty of project management practitioners to be fully informed about their organization’s and their profession’s policies on ethics. As a good example, the UK National Audit Office includes in its own Code of Conduct the statement: That all those who are members or students of professional bodies must uphold the codes of ethics of those bodies in addition to their obligations under this Code.
The practice of openness and disclosure together with a basic trait of honesty will ensure that potential or actual corrupt practices are exposed and rejected. There are, however, contexts where such standards do not exist. Indeed, it may be difficult, if not impossible, to carry out business operations in certain countries unless ‘on-costs’, often called euphemistically mobilization costs, introduction fees or facilitation payments, are added to the contract sum. Such allowances are often added to the fees paid to the agent representing the organization in that country and that is the end of the matter as far as the company is concerned. Care must be taken in all cases to comply with the requirements of the UK Bribery Act 2010 or where applicable the US Foreign Corruption Practices Act 1977.
Another difficulty to ethical application and monitoring of principles is where corporate control is confused due to complex arrangements made through tax havens where sources of finance, ruling regulations, effective ownership, interest and dividend payments are obscured. Such cases are increasingly common. Professionals should take care that they are operating within their codes of conduct, particularly with regard to the public interest. It is not sufficient to rely on the stewardship performance of institutional investors or on regulators.
On a more personal level, there is always the dilemma of how far one can go when giving or receiving seasonal gifts, entertaining clients or being entertained by suppliers. Perhaps the clearest answer to this question was given by a senior manager of a construction company to a project manager who asked for clarification as to what gifts are acceptable or permissible. The advice given was: ‘You can accept anything, provided you can carry it home in your stomach’. The National Audit Office’s Code of Conduct gives three pages of excellent guidance on this topic.

Evidence

With the increased focus on governance, second and third parties such as clients, investors, suppliers and regulators are looking for evidence of good governance. Some have developed scoring systems for the maturity of governance, inclusive of the governance of change. Difficulties must be recognized in this external scoring.
Governance arrangements for an organization should be tailored to its own needs. As found in the 2015 research sponsored by the UK Institute of Directors, it is unlikely that any standard scheme of measurement will usefully apply across organizations at different stages of development or in differing sectors and cultures. Difficulties arising in applying standard governance models especially where one organization does not have sole control of one or more projects.
Particular governance issues arise in the public sector, such as political direction, confidentiality constraints and the difficulty in applying professional codes of conduct. These require different treatment compared to that in the private sector as successfully demonstrated by the National Audit Office which commends an approach to gifts and hospitality based on three principles: purpose, proportionality and avoidance of conflict of interest.
The evidence is mixed as to whether organizations that score higher on objective governance schemes perform better for stakeholders. Some sectoral studies, such as in the oil and gas sector, show a positive relationship, but some wider studies do not. Nevertheless, the 2014 qualitative research by APM found that effective governance was one of the top three factors in project success. However, there is anecdotal evidence from highly successful technology companies such as Apple and Google that the best judges of appropriate governance are their own leaders rather than third party standard setters.
The quality of applied governance is also difficult to measure. The reality is that dynamic governance decisions can be made under stress and subject to group dynamics that are not recorded. Assurance schemes too often rely entirely on verifiable documented evidence. These capture only a part of the significant reality, such as in the case of Royal Bank of Scotland in UK in 2007 where excellence in reported governance compliance preceded a major crisis which was subsequently attributed to ‘a real failure in corporate governance’ including inappropriate behaviour.

Conclusion

Too many projects fail not because of poor project management, but because the project’s governance regime and application is poorly developed, not integrated into the wider governance of the organization and therefore damaging. Implementing the principles above through the four components described with the proper ethical approach will go a long way to ensure the reliable delivery of projects contributing to sustainable organizational success. A conditional questioning approach is preferred to any one standard.

Further Reading

APM. Directing change, a guide to governance of project management. 2016.

Carver J, Mayhew Carver M. The policy governance model & role of the board member. Jossey Boss; 2009.

Leblanc R. A handbook of board governance. John Wiley; 2016.

Lock D. Gower book of people in project management. Gower; 2013.

Ludovino E.M. Change management. EM Press Ltd; 2016.

Muller R. Project governance. Gower; 2009.

Crane A, Matten D. Business ethics. 3rd ed. Oxford University Press; 2010.

Taylor P. The social project manager. Routledge; 2016.

Trevino L, Nelsom K. Managing business ethics. 5th ed. Wiley; 2010.

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