Governance is a contact sport

Shefaly Yogendra, PhD, is an internationally experienced strategist with a focus on sustainable growth, inclusive leadership and emerging technologies, who brings her knowledge and insight to a variety of organisations in her capacity as a non-executive board director.

Shefaly Yogendra is an impressive character. With four degrees and a wealth of experience as a board director working across a range of sectors and organisations, the variety in her portfolio of roles makes her unique. As she put it, ‘if someone’s trying to fit me into a box, I’m not their guy.’

Shefaly’s career began in the technology industry, creating and launching new businesses and running large strategic projects. Having worked at a high level very early on, she encountered some unexpected barriers when she moved to the UK. She told me, ‘I realised that I was quite young and had a lot of experience on my CV. It was very difficult for me to convince people that my experience was something they could use. One head-hunter told me, if she matched me with a role for my age, I would be working on really boring things compared to my level of experience, but if she fitted me based on my experience, I would be working with 45-year-old men which may not have been a good experience for me or them. I had two degrees at the time and I was told I was too educated – now I have four degrees and nobody tells me that!’

Seeking a solution, Shefaly set out to work independently, which lead to her board career. She said, ‘all that experience of working in a consulting and advisory capacity – with regulators, large and small businesses and in academic research – gave me a very well-rounded view. I’m almost like an ideal, textbook board director who has seen the different parts of a business and understands how they’re all connected. I came to boards through The Board Apprentice Programme, created by Charlotte Valeur. In 2016 I joined the JP Morgan US Smaller Companies Investment Board as an apprentice. The Chair, Davina Walter, spent a lot of time mentoring me and teaching me not just how their board worked, but how the asset management industry worked. The culture mattered – if I had a question or wanted to contribute, I could direct that through the Chair, which meant I was able to participate and demonstrate value. About six months down the line, I was asked informally if I would be interested in joining the board to fill an upcoming vacancy. For me, this is a good example of how – by looking beyond the end of their noses and outside of their industry – organisations can find board members who will continue to add value.’ From that point on, Shefaly has joined other boards including those of listed companies, Temple Bar, Harmony Energy Income Trust and London Metropolitan University.

Casting the net wide

Something that Shefaly’s brought with her from her early experience is the importance of seeking to recruit members from as wide a pool of talent as possible, telling me, ‘If you fish in different ponds, you catch different fish. When I was the chair of governance at the university, for one round of governor recruitment we decided not to go to a head-hunter. Our experience had been that, whenever we did, they would give us the same old list of names from their database, and it can be very difficult to make yourself known to a head-hunter if you’re not someone who fits the mould. We decided to go out and socialise our need for more directors with our stakeholder groups, which resulted in an exceptionally diverse long list of candidates. The problem solves itself – what you put in the top of the funnel is going to determine what comes out at the end. Thinking creatively and looking beyond tried and tested approaches to source diverse and broad-ranging long lists will help change the make-up of boards.’

In addition to serving on the boards of organisations working in a variety of sectors, Shefaly is varied in the committees that she chairs. The list currently includes nomination, remuneration, ESG and audit and risk. She noted that, ‘most people are functional specialists because of their linear executive careers; I have a very broad ranging experience so I can chair these committees meaningfully with relevant experience and perspective. It’s an unusual profile which is both a blessing and a curse.’

I was curious to know if working on the different committees enhanced Shefaly’s understanding and insight into the topics under discussion. In response, she explained, ‘Governance is not a theoretical thing – though, of course, there is a lot of theory underpinning it – it’s is a contact sport. Going from one committee to another, one board to another, the knowledge that you’re gathering as you go along makes you a better board member for each company. You learn from every experience. More people should think about how being on different boards and doing different committee jobs, learning from different operating and regulating contexts, can make us better at the job of governance.’

A fresh look at decision-making

I was fascinated to hear more about Shefaly’s PhD in decision-making and whether that comes into play in the board room. She explained that, ‘While decision-making is normally studied from an economics angle or a psychology angle, I looked at where the limits of rationality lie. Despite the theoretical theme in economics that human beings are rational, people make decisions all the time against their rational best interest; I was interested in how we can explain that. People are not rational, they’re rationalisers. They will make the decision and then spend 45 minutes telling you why they made it, as if to convince themselves. Once you recognise that, you see a lot of decision-making in that light. The way the western liberal tradition works, we’re taught the primacy of rationality – that it’s the gold standard. We are often in situations where emotion is used as a binary opposite of rationality, whereas neuroscience research tells us that when your emotional functioning is impaired, your rational functioning is impaired. It’s interesting how biases persist, and prejudices and preferences drive our decisions even though we are so keen to be seen as rational.’

She added: ‘I subconsciously watch this stuff, but I’m not sitting there analysing people’s decisions. The only decisions I can make are my own and I can influence how the decision-making process is going by bringing different perspectives, identifying incompleteness of knowledge, pointing out that we are dealing with an uncertain situation, bringing in facts that may have been overlooked by others and influencing the discourse that way.’

We spoke about boardroom dynamics and how decision-making was impacted by the move to online and hybrid meetings during the COVID-19 pandemic. She noted that it’s all dependent on the culture, saying, ‘Where there was a good pre-existing culture, decision-making effectiveness didn’t suffer so much but where the culture wasn’t good, I think it just became worse. The impact of remote working will depend on individuals, on the culture, how they incorporate new people and bring them in and make them feel welcome.’

Boardroom dynamics

Possibly because of her breadth of experience, Shefaly is often asked to give advice on how to deal with difficult situations on boards and in executive roles. I was interested to find out how common bullying in the boardroom is and – when it does occur – how equipped people are to recognise it. Shefaly responded, ‘Essentially, bullying is the attempt to reduce somebody’s autonomy, whether it is by misuse or abuse of power or a situation; there are many different ways that bullying can manifest. I think that recognising it is an interesting place to start. People who are self-reliant and know that they are in a powerful position don’t want to accept that they’re being bullied. It’s not always that people don’t recognise bullying but more often, they don’t want to believe it’s happening and they just want to cope with it.’

‘Boards are essentially made up of peers – there’s no hierarchy. This can result in bullying because human beings are instinctively hierarchical – if you put them in a flat structure, they’ll try to play out that hierarchy.

‘Board chairs can be victims of bullying too; power imbalance can work many ways. There may be chairs who find it difficult to challenge somebody – let’s say they’re from a majority group, they may find it difficult to challenge a person from a minority who might or might not be delivering on their work. In the end it becomes like a bullying situation where they’re stuck with this person’s lack of contribution, but they can’t get rid of them.’

‘It’s important to remember that, in any bullying situation, there are victims, enablers and bystanders – the silence of the bystanders may enable. The challenge for boards is that if you leave bullying unaddressed and people are not functioning to the best of their ability, they make erroneous judgements. You have to be super tuned in to the people you work with to recognise when it is just harmless banter and when it’s aggressive, active bullying. It’s interesting, when you step back and look at a situation with a bit of objectivity, you will see completely different dynamics. Directors have a legal duty of care and being a bystander doesn’t make you any less complicit. If we’re failing to discharge our duty of care, then we’re failing our stakeholders and in our jobs – that’s why it’s such an important thing to recognise.

‘Most people think that they can’t stop bullying, but I think board directors and chairs have it in their power to challenge this type of behaviour. Bullying is so common and so many things can be seen as bullying, to say bullying doesn’t happen in boardrooms would be foolish.’

I wondered whether those who perpetrate bullying behaviours are always cognisant of the effect they’re having on their colleagues, but Shefaly noted that that’s really beside the point. She explained, ‘Their intention doesn’t matter – the impact does. If they are so lacking in self-awareness that they don’t know what they’re doing, should they really be on a board? As a board member, you have to bring awareness of what you’re doing and saying, and how it’s impacting those around you. If you don’t have the ability to think about that then you shouldn’t be in a governance job.’

Regulating behaviour

There is very little in place in terms of rules and regulations in relation to preventing bullying in the boardroom, which, Shefaly noted, can make it challenging for governance professionals to intervene. She said, ‘Governance professionals can bring formal evaluations into the picture, but the final decision is with the chair. If they’re saying they don’t need it, there’s very little the governance professional can do. They can definitely play a role in surfacing or challenging bullying-related issues, but they can also often be the victim of bullying because people forget they are professionals too.’

As we re-adjust to in-person meetings and re-gain access to all of the non-verbal cues that were missing in the virtual world, it sits with all of us to be attuned to the signs that relationships between board members may be disintegrating, and to be active in attempting to address instances of bullying. This is never easy, which is why the emotional intelligence and relationship-management skills of governance professionals are so central to the role – their discretion and diplomacy may prove to be crucial in repairing and maintaining relationships in the boardroom and beyond.

Search CGI