This document summarizes key aspects of corporate governance from a presentation given to the APM North West branch. It defines corporate governance as the system that directs and controls companies, with the board responsible for governance. The main principles discussed are leadership, effectiveness, accountability, and remuneration. Leadership principles include board responsibility for long-term success and a clear division of chair and executive roles. Effectiveness principles cover skills and time commitment. Accountability principles relate to risk management and transparency. Remuneration principles address executive pay and shareholder engagement.

1. THE POWER
OF BEING
UNDERSTOOD
AUDIT | TAX | CONSULTING

2. PROGRAMME GOVERNANCE
Mike Ward – Consulting Director

3. Contents
 Programmes
 Context
 Programme governance
 6 elements of governance
 Three examples of applying the model to programme governance
 Concluding remarks
 References

4. Programmes
• Programmes exist within an organisation’s environment
alongside other (non-project and programme) activities.
It is a crucial requirement of good governance to
differentiate between activities that are geared to
‘running the business’ i.e. operations, from those
activities that are designed to ‘change the business’ –
namely the projects and programmes.
• Programmes are temporary management structures
designed to help organisations achieve specific
objectives [APM].
• Programmes deal with outcomes; projects deal with
outputs [MSP©].
MSP© is a Registered Trademark of AXELOS Limited

5. Context – the challenge
• Do we really need another layer of
governance?
– The project delivers products to time,
cost, scope, risk, quality, benefit
– The portfolio ensures that the
prioritised investments (projects and
programmes) will deliver the business
strategy
– The programme creates the
environment (or capability) in which to
deliver agreed benefits as defined by
the Blueprint
portfolio governance
programme
governance
project
governance

6. Programme Governance
ISO
21500
• Governance is the framework by which an
organisation is directed and controlled.
• Project/Programme governance includes but
is not limited to those areas of organisational
governance that are specifically related to
project/programme activities
APM • The governance of project/programme management concerns
those areas of corporate governance that are specifically
related to project/programme activities.
• Effective governance of programme management ensures that
an organisation’s portfolio is aligned to the organisation’s
objectives, is delivered efficiently, and is sustainable.
• Governance of programme management also supports the
means by which the board and other major stakeholders
exchange timely, relevant and reliable information
Research has shown that a governance
process is at its most effective when all
interested parties are actively involved and
can communicate constructively in an open
manner
Institute of Civil Engineers: Client Best Practice Guide
“Programme Governance is the
framework or system through which
programmes are conceived,
authorised, controlled and seen to
deliver their change outcomes and
benefits”

7. 6 elements of governance
Behaviour and Relationships:
• enabling clarity of roles and with it
accountability and incentives to perform;
• being clear on stakeholders to be engaged;
• engendering collaboration and living the
core values and behaviour.
Control
environment
Threats &
opportunities
Control
activities
Information,
measures &
monitoring
Assurance
Behaviours
and
relationships
 Is there a shared understanding within the
Sponsoring Group of what the objectives of
the programme are?
 Is the Sponsoring Group fully supportive of
the SRO?
 Has the Sponsoring Group demonstrated
committed to the programme?
 Is the programme aligned with the strategic
objectives?

8. Key points on other 5 elements of governance
• Provides discipline and structure to the programme, sets the tone of the venture,
and ensures that the baseline and governance rules are in place and understood
Control
Environment
• Identifies the risks and other areas of uncertainty and puts in place mitigating
actions to ensure delivery of the agreed benefits (or better)
Threats &
Opportunities
• Confirms that the agreed activities, procedures and processes are followed to
deliver the desired business outcomes – including reviews and authorisation points
Control
Activities
• Provides appropriate and relevant information - a “single version of the truth” which
is available, transparent and communicated to those that need it in a timely fashion
Information,
Measures &
Monitoring
• Ensures that the assurance plan and activities are carried out to provide confidence
in the quality of work being done and certainty of the likely outcomesAssurance

9. Example 1: agreeing the programme lifecycle
Key
Governance and Assurance Activity: Review
X
Governance and Assurance Activity: Approval
Governance and Assurance Activity: Exit Condition
A
R
Developing the
Programme Mandate
Enterprise
Baseline
Identifying a
Programme
Defining a Programme
Programme
Mandate
Vision
Initial Programme
Business Case
Capability Study
Programme
Business Case
Programme
Management
Baseline
Delivering a Tranche
End of Tranche
Report
Plan for
Programme
Closure
Closing a Programme
Post Investment
Appraisal
End Programme
Report
Programme
Management Plan
Programme Plans
Periodic
Programme
Information
Programme Brief
Risk Register
Programme
Preparation Plan
A A A X R X A
Trigger
event
Assumptions,
dependencies
RX
Show interfaces to project
lifecycle

10. Example 2: defining the steps
•Appoint the key roles
•Create the Vision and Blueprint
•Define the Programme Organisation
Control
environment
•Analyse threats and opportunities
•Agree controls and mitigation actions
Threats and
opportunities
•Conduct a Deliverability Study
•Develop the Programme Management Strategies and Plans
•Develop the Business Case
Control
activities
•Develop Benefit Map and Benefit Profiles
•Establish Benefits Measures and other KPIs
•Produce the Programme Report
Information,
measures &
monitoring
•Agree assurance activities
•Confirm proposed delivery option
•Confirm the Business Case is viable
Assurance

11. Example 3: defining the programme IAAP
• Review programme objectives and Business Case
• Hold interviews with key stakeholders
• Assess compliance requirements
Assess the need for assurance
• Identify assurance providers and scope
• Review plan for all external activity
• Understand reporting lines and measures
Understand the sources of
assurance
• Map key risks to sources of assurance
• Highlight gaps where additional assurance is required
• Consolidate and remove any duplicate activity
Develop integrated assurance map
• Develop the plan to cover totality of assurance required
• Document the programme integrated approvals and assurance plan
• Circulate internally and to providers of assurance
Develop assurance plan

12. Concluding remarks
• Thee word assurance is used a lot in
everyday language and can mean
different things to different people. It is
important that everyone involved is
clear on what is meant by assurance
for their own organisation, and where
assurances come from.
• Do we really know what we think we
know? Governance provides the
framework to find out.
Assurance
Provides Confidence/evidence/Certainty
To Management
That What needs to be happening is actually happening

13. References
1. Managing Successful Programmes (MSP) – AXELOS
Limited
2. Management of Risk (MoR) - AXELOS Limited
3. Managing Successful Projects with PRINCE2 - AXELOS
Limited
4. Directing Successful Projects with PRINCE2 - AXELOS
Limited
5. Management of Portfolios (M_o_P) - AXELOS Limited
6. A Guide to Integrated Assurance – APM
7. Directing Change – APM
8. Project Management Body of Knowledge 6th Edition -
APM
9. Factors in Project Success – APM
10. UK Corporate Governance Code – Financial Reporting
Council
11. A Guide to the Project Management Body of Knowledge
(PMBOK Guide) 5th Edition – Project Management
Institute
12. Guidance on Project Management (ISO21500) – ISO
13. Improving Infrastructure Delivery – HM Treasury
14. Common Causes of Project Failure 2012 – Cabinet Office
15. Major Projects Approvals and Assurance Guidance –
Infrastructure and Projects Authority
16. OGC Gateway Review for Programmes & Projects –
Office of Government Commerce
17. Assurance for High Risk Projects 2010 – National Audit
Office
18. Initiating Successful projects 2011 – National Audit Office
19. Assurance for Major Projects 2012 - National Audit Office
20. Major Projects Authority: assurance toolkit

14. Questions
and answers?

15. Thank you
for your time
and attention

16. Governance of Project
Management
Roger Garrini
16
APM Governance SIG

17. APM Governance SIG
17

18. Governance SIG
Objectives
 Be the UK focus
 Advance understanding
 Contribute to good practice
 Influence national and
international standard making
authorities
 Influence those operationally
responsible
 Develop ambassadors and 18….in the governance of project management (change)
Activities
 Engagement – CxO level
as well as APM members
 Conferences and Seminars
 Publications
 Influence of, and
contribution to, standards

19. Directing Change
2nd edition 2011
19
Co-Directing Change
2007 (being updated)
Sponsoring Change
2009
Free to APM members at www.apm.org.uk/memberdownloads
GovSIG Publications
Agile Directing Agile
Change (being
developed)

20. What is Governance of
Project Management /
Change?
20

21. Definitions
‘Corporate governance involves a set of relationships between a company’s
management, its board, its shareholders and other stakeholders.
Corporate governance also provides the structure through which the objectives of
the company are set, and the means of attaining those objectives and monitoring
performance are determined’
Organisation for Economic Co-operation and Development
OECD Principles of Corporate Governance 2004
www.oecd.org
21
“Governance of project management refers to the
set of policies, functions, processes, procedures
and responsibilities that define the establishment,
management and control of projects, programmes
and portfolios”
APM BoK 6th EditionLinked but separate from Project
Governance!
(management framework within which project decisions are made and accounted for)

22. Overall Context
22
22
Mission
Strategy &
Objectives
Portfolio Mgmt –
Definition &
Monitoring
Operational
Planning & Mgmt
Programme and Project
Mgmt of authorised
P&Ps
Operational Mgmt
of on-going operations
(BAU)
Organisational and External Resources delivering tasks
Vision
22

23. 23
“No such thing as failed projects, only failed governance”
Andrew Bragg – Former CEO APM

24. 24
“poor performance results in organisations
wasting $109m in every $1bn invested in
projects”
“high performing organisations
successfully complete 89% of their
projects, while low performers complete
only 36% successfully”
“Fit-for-purpose governance strongly
influences project and programme
success”
“higher performance is correlated with
higher maturity”.
“there is a highly visible
disconnect between
Executive Teams and
Project Managers”
“C-Suite are often
missing in action”.
Misalignment of ‘Run the
business’ and ‘Change
the business’ results in
‘wastage’ of resources
“only 62% of programmes have an established
or mature link between programme objectives
and organisational strategy and only 50% of the
respondents felt that the boundaries of their
organisations portfolio were clearly defined and
decision making well supported”
“Just 42% of companies reported having high alignment of
projects and organisational strategy”
“Companies with high degrees of alignment have more
successful projects (69%) compares with companies with low
alignment (45%)”
“80% of the projects with
active sponsors reported
a success rate of 75%,
which is much higher
than the average”
“actively engaged
sponsors is the top
driver of project
success”
Sources:
2014 PMI Pulse Survey
PwC 2104 Global Survey
PwC 2012 Global Survey
APM Factors for Project Success 2014
“only 38% of programmes
had established processes
to identify benefits at the
outset”
“only 20% had robust
benefits measurement
processes in place during
implementation”
“lower value projects
are more successful
than large more
complicated projects”
“of the success factors, ‘delivery to
time’ showed the least success”
“62% of portfolios do not have
benefits in the sponsor’s personal
performance targets”
“Only 57% of sponsors had
received sponsor training”

25. Why is Good Governance important?
 Key success factor for project outcomes (from APM Study)
 Competitive advantage for businesses
 Provides for internal controls
 Externally, it reassures stakeholders that their money is
being invested well
 Good governance is increasingly demanded by
shareholders, government and regulators
 To comply with external regulations and legislation (e.g.
25

26. Governance of
project management
principles
26

27. Directing Change from APM
1. Portfolio direction
2. Sponsorship
3. PM Capability
4. Disclosure and reporting27

28. Directing Change Principles - 1
28

29. Directing Change Principles - 2
29

30. Requires competent people in
every role
30
Even if we have “good people” are they fully competent in
the project role and “game” that we expect them to “play”?

31. Sponsoring Change

32. 32
Sponsoring Change:
A Guide to the Governance Aspects of Project Sponsorship, APM 2009
What would you expect from the project
sponsor?

33. Why does every project
need a sponsor?
 Separation of Decision Making
Objectives, appointment of the PM, Start/ stop
 Oversight of the PM function
Challenge
 Accountability for benefits
After the project has delivered
 Stakeholder Management

34. Attributes of Successful Project Sponsorship
34
 Project Sponsor effectiveness = best single predicator of
project success or failure
 Appoint a named Sponsor early in the project lifecycle
 Critical success attributes:
1. Support
2. Continuity
3. Alignment
 Personal Attributes:
1. Understanding
2. Competence
3. Credibility
4. Commitment

35. Co-Directing Change

36. Co-owned Projects
Guidance on
• Context
• Benefits/pitfalls
• Principles
• Key Questions

37. Summary - Effective Governance
Ensure that an organisation’s project/change portfolio is
aligned to the organisation’s objectives and is delivered
efficiently (maximising value)
Ensure that the organisation is aware of risks, minimises
project failures and maximises the beneficial outcomes (value)
from their overall portfolio of projects in a sustainable and
transparent manner

38. THE POWER
OF BEING
UNDERSTOOD
AUDIT | TAX | CONSULTING

39. CORPORATE GOVERNANCE
APM North West branch AGM
MAY 2016

40. Corporate Governance
What is corporate governance?
• Corporate governance is the system by which companies are directed and controlled.
• The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent
management that can deliver the long-term success of the company.
• Boards of directors are responsible for the governance of their companies.
• The responsibilities of the board include setting the company’s strategic aims, providing the
leadership to put them into effect, supervising the management of the business and
reporting to shareholders on their stewardship.
Source: UK Code of Governance, Financial Reporting Council, September 2014.

41. Corporate Governance – Main Principles
Leadership
• Every company should be headed by an effective board which is collectively responsible
for the long-term success of the company.
• There should be a clear division of responsibilities at the head of the company between the
running of the board and the executive responsibility for the running of the company’s
business. No one individual should have unfettered powers of decision.
• The chairman is responsible for leadership of the board and ensuring its effectiveness on
all aspects of its role.
• As part of their role as members of a unitary board, non-executive directors should
constructively challenge and help develop proposals on strategy.
Source: UK Code of Governance, Financial Reporting Council, September 2014.

42. Corporate Governance – Main Principles
Effectiveness
• The board and its committees should have the appropriate balance of skills, experience,
independence and knowledge of the company to enable them to discharge their respective
duties and responsibilities effectively.
• All directors should be able to allocate sufficient time to the company to discharge their
responsibilities effectively.
• The board should be supplied in a timely manner with information in a form and of a quality
appropriate to enable it to discharge its duties.
Source: UK Code of Governance, Financial Reporting Council, September 2014.

43. Corporate Governance – Main Principles
Accountable
• The board should present a fair, balanced and understandable assessment of the
company’s position and prospects.
• The board is responsible for determining the nature and extent of the principal risks it is
willing to take in achieving its strategic objectives. The board should maintain sound risk
management and internal control systems.
• The board should establish formal and transparent arrangements for considering how they
should apply the corporate reporting, risk management and internal control principles and
for maintaining an appropriate relationship with the company’s auditors.
Source: UK Code of Governance, Financial Reporting Council, September 2014.

44. Corporate Governance – Main Principles
Remuneration and Shareholder Engagement
Remuneration
• Executive directors’ remuneration should be designed to promote the long-term success of
the company.
• There should be a formal and transparent procedure for developing policy on executive
remuneration and for fixing the remuneration packages of individual directors.
Shareholder Engagement
• There should be a dialogue with shareholders based on the mutual understanding of
objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue
with shareholders takes place.
• The board should use general meetings to communicate with investors and to encourage
their participation.
Source: UK Code of Governance, Financial Reporting Council, September 2014.

45. Board Tasks
4 key tasks of a Board
1. Establish vision, mission and values
2. Set strategy and structure
3. Delegate to management
4. Exercise accountability to shareholders and be responsible to relevant stakeholders
(Source: Standards for the Board, Institute of Directors)

46. Board Tasks
Set strategy and structure
• Review and evaluate present and future opportunities, threats and risks in the external environment; and
current and future strengths, weaknesses and risks relating to the company.
• Determine strategic options, select those to be pursued, and decide the means to implement and
support them.
• Determine the business strategies and plans that underpin the corporate strategy.
• Ensure that the company's organisational structure and capability are appropriate for implementing the
chosen strategies.
• Determine the company's appetite for risk.
Delegate to management
• Delegate authority to management, and monitor and evaluate the implementation of policies, strategies
and business plans.
• Ensure that internal controls are effective.
• Communicate with senior management.
(Source: Standards for the Board, Institute of Directors)

47. Board Tasks
Set strategy and structure
• Review and evaluate present and future opportunities, threats and risks in the external environment; and
current and future strengths, weaknesses and risks relating to the company.
• Determine strategic options, select those to be pursued, and decide the means to implement and
support them.
• Determine the business strategies and plans that underpin the corporate strategy.
• Ensure that the company's organisational structure and capability are appropriate for implementing the
chosen strategies.
• Determine the company's appetite for risk.
Delegate to management
• Delegate authority to management, and monitor and evaluate the implementation of policies, strategies
and business plans.
• Ensure that internal controls are effective.
• Communicate with senior management.
(Source: Standards for the Board, Institute of Directors) Further Guidance in APM’s “Directing Change”

48. Board Meeting 2016
Business as
usual meeting

49. Board Meeting 2017
Forward looking
meeting

50. Strategic Planning – Board role
• Stocktake (including SWOT)
• Horizon scan (including PESTLE)
• Determine direction of travel
• Develop strategic plan and enabling strategies (including people/processes/structures)
• Monitor implementation
• Repeat
Project/Programme Management

51. Strategy implementation
• Well governed and structured approach which supports delegation of responsibilities
• Task and finish groups as opposed to formal Board Committee enshrined in the Articles or
Constitution
• Separates BAU and change activities – allows single focus and discrete resourcing at
operational level and separation of agenda items at Board level
• Provides regular and formal oversight arrangements
• Use established risk based methodologies for effective filtering of key risks/issues
• Provide succinct RAG based reporting (CRaB)
How Project/Programme Management can support Boards

52. QUESTIONS
AND ANSWERS?

53. This presentation was delivered at an
APM event
To find out more about upcoming
events please visit our website
www.apm.org.uk/events