VH
Journal

The work that shapes nothing visible

Most governance impact happens in conversations that leave no trace, between people who will never discuss it again.

GovernanceBoardroomStrategy·4 min read

I spent three hours last week on a single sentence. Not drafting it. Discussing whether it should appear in the first place. The sentence was part of a board paper on risk appetite, and it described a threshold that would trigger a particular escalation protocol. One director thought it signalled overcaution. Another read it as insufficient guardrail. A third saw it as fine but worried that stating it explicitly would create expectations of enforcement that the firm could not meet. None of this dispute appears anywhere. The board paper went out with a revised definition. The conversation never happened, as far as the permanent record is concerned.

This is the work. Not the glamorous work of announced mergers or regulatory submissions or the kind of decisions that end up in the FCA's final notices. The work that actually shapes behaviour is the invisible negotiation that happens before the formal vote. It is the fifteen minutes after a scheduled meeting ends where someone stops you at the lift. It is the email chain at two in the morning where a committee member catches an ambiguity that would have caused six months of friction downstream. It is the choice not to escalate something to the board because three conversations with the right people have already moved the position. When this works, nothing happens. The firm continues. Risk does not materialise. People behave as they should. A press release is issued about something else entirely.

I have spent the last decade noticing which governance cultures value this work and which ones do not. A firm that only cares about what appears on the record is a firm that has not thought carefully about how boards actually change things. Directors who insist on formal, documented dissent before they will move an agenda item are often the ones creating the conditions for worse outcomes later. They have confused process with rigour. Governance is not a function of how much paper you generate. It is a function of whether the right people have understood the constraint, the consequence, and the choice before the vote happens.

The challenge is that this work is almost impossible to audit. Internal audit cannot measure whether the pre-meeting conversation prevented a problem. Compliance cannot demonstrate that the off-the-record clarity prevented regulatory friction. A board evaluation might sense that something good is happening, but it cannot quantify what. The people who do this work well often do not talk about it. They do not need to. The absence of crisis is their proof. But this also means that when a firm loses someone who was quietly excellent at managing expectation and alignment, the firm often does not realise what it has lost until several months of avoidable tension have passed.

The FTSE Women Leaders Review set a target of 40 percent women on FTSE 350 boards by the end of 2025. I think about this target often, because I think about what happens when you add someone to a board who is willing to ask the unpopular question and willing to sit with the discomfort of the answer. Some of that work is visible. Some of it is not. The invisible part is just as valuable, and probably harder. It requires confidence that does not depend on others recognising it.

Building trust with a new board, or stepping into a governance role at a firm where the culture has been set by other people, means understanding which decisions matter enough to be visible and which ones matter precisely because they stay private. It is a calibration I learned at Petrus and Castle Family Office and now at ST Holdings. The firms that survive well across cycles are the ones where people do this work without exhausting themselves or the process. They understand that governance is a conversation that happens in more places than the minutes suggest. They protect the conversation. They do not demand credit for it.

When I read an incident review from a regulated firm, I learn more from what the organisation decided to do quietly than from what landed in the formal report to the regulator. A firm's real risk posture is revealed not in its risk appetite statement but in how it handles the moment when risk appetite collides with commercial pressure and no one outside will ever know the choice was made. That is where governance actually lives. That is the work I care about.

Volha Havorchanka

Volha Havorchanka

Chief of Strategy & Operations, ST Holdings Ltd