I recently served on a special committee of independent directors formed expressly to ensure fair terms for a high-profile, multibillion-dollar takeover. The negotiations for this deal were exceedingly complex, yet the chairman of our committee persuaded us to accept a diabolically simple constraint. Any public pronouncement, decision or action we took would have to be agreed upon unanimously. If we couldn't reach a consensus, we wouldn't proceed. Full stop. We were all in it together.
The resulting experience was electrifying. Each of us had the explicit ability to delay, stalemate or kill any idea or initiative. That's power. At the same time, we knew that any idea or initiative we suggested required unanimous consent. As a naturally contentious guy, I feared we'd all be a bit too willing to compromise in the name of comity. Not only was I wrong, I wasn't even the most contentious.
We had knock-down, drag-out arguments where the decibels leaped. We fought over precise wording and imprecise spreadsheet calculations. We made our lawyers and investment bankers — who were exceptionally well-compensated — earn their pay with constant requests for data and interpretations to resolve our internal disagreements. There was absolutely no polite desire for early consensus.
At no time, however, did any of us exercise our veto power — not once! I can't even recall an implied threat to do so. The fact that any one of us could stop any proposal dead in its tracks liberated conversation rather than constrained it. We absolutely knew we'd take each other's comments and concerns seriously. We listened to each other so closely and carefully that potential "deal-breaker" conflicts never hit the point of no return. Any decision made was owned by all of us. No weaselling; no waffling. Us.
The result? We successfully struck a deal that made the shareholders reasonably happy and the independent directors impressed with each other's diligence. Our chairman clearly knew what he was doing.
That story often comes to mind when I hear the frustrations of IT governance and IT project steering committees designed to better align budgets, schedules, requirements and priorities. We can talk all we want about the strategic objectives of the business and the "partnerships" that these committees supposedly oversee. But the simple truth is that steering committees aren't about leadership or management; they're about accountability. Strategic direction and the ongoing pursuit of operational excellence mean nothing without accountability.
When the special committee chairman got us to commit to unanimity as our metric, he effectively guaranteed individual and institutional accountability. In essence, he made us accountable to each other so we would effectively become more accountable to the shareholders we represented. That's genius. Billions of dollars and the threat of litigation were at stake. Yet with this simple mechanism, we were able to negotiate a deal that was fair to all sides.
A Betrayal of Trust
When I look at steering committees in many organizations, however, I see mechanisms for strategic direction, risk-sharing and alignment more than I see a bid for accountability. Indeed, those steering committees often seem to be mechanisms for holding others accountable - project leaders, procurement teams and so on - rather than themselves. The notion that IT steering committees can operate more like a bureaucratic tool to evade accountability than to own it appals me. It is a betrayal of trust and an abdication, not a delegation, of leadership.
So I have to ask: Do you, as a CIO, serve on steering committees where strategic decisions and multimillion-dollar commitments can be made with individual recusals and dissents? Is the committee as a whole held accountable for its priorities and choices? Or is the aspirational whole less than the sum of its political parts?
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