No federal board-composition code, no residency test, no nationality test — and the highest board compensation in the world. What gates a US seat is not law, it is legibility to a nominating committee.
The United States has no equivalent of the UK Corporate Governance Code. Board composition is set by the listing standards of the NYSE and Nasdaq, by SEC rules on audit-committee independence, and by the fiduciary duties of state corporation law — principally Delaware. A US listed board must be majority independent with fully independent audit, compensation and nominating committees, which produces the largest independent-director population of any market. Nothing in that framework restricts a foreign national from serving, and US boards are among the best paid in the world.
Can a foreign director sit on a board here?
What you have to do
What actually gets in the way
Board composition
Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.
| Requirement | Threshold | Basis | Applies to |
|---|---|---|---|
| Independent directors | A majority of the board | NYSE 303A.01 / Nasdaq 5605(b)(1) | Listed domestic issuers |
| Audit committee | At least three members, all independent and financially literate | NYSE 303A.07, Nasdaq 5605(c), Exchange Act Rule 10A-3 | Listed issuers |
| Compensation committee | All independent, with heightened independence factors applied | NYSE 303A.05 / Nasdaq 5605(d) | Listed issuers |
| Nominating / corporate governance committee | All independent | NYSE 303A.04 / Nasdaq 5605(e) | Listed issuers |
Independence and tenure
Other tests
What a seat pays
NYSE Listed Company Manual · Section 303A.01
Listed companies must have a majority of independent directors, with independence affirmatively determined by the board.
New York Stock Exchange
Nasdaq Listing Rules · Rule 5605(b)(1)
A majority of the board must be independent directors, with independent directors holding regularly scheduled executive sessions.
Nasdaq
Securities Exchange Act Rule 10A-3
Every member of a listed issuer's audit committee must be independent, may not accept consulting or advisory fees from the issuer, and may not be an affiliated person of it.
SEC
Sarbanes-Oxley Act 2002 · s.407
The issuer must disclose whether the audit committee includes at least one audit committee financial expert, and if not, why not.
SEC
Delaware General Corporation Law
Establishes the fiduciary duties of care and loyalty owed by directors, the business judgment rule, and the entire-fairness standard for conflicted transactions. There is no residency or citizenship requirement for directors.
State of Delaware
Diversity requirements
How this regime map is maintained
Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.
This regime map was last reviewed against primary sources in August 2026.
The demand thesis
This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.
Why seats open
How you get in
What this market is short of
Most receptive sectors
United States feed
The same sourced stream as the central feed, isolated to the United States. Every item cites the authority that made the change.
The US Court of Appeals for the Fifth Circuit vacated the SEC's approval of Nasdaq's board diversity rule in December 2024, leaving US board composition governed by investor expectation rather than by seat.
Read the full itemLive seats
Statutory board seats, interim leadership and advisory engagements, on one board.
United States·Education
Mid-cap listed education and learning services organisation
An education and learning services company quoted on a mid-cap exchange is looking for an Interim Chief Executive Officer, answerable to its Investment Committee, who will fold its many plans into one accountable operating agenda over 24 months.
United States·Mining & Metals
Non-profit mining and metals organisation
The group, not its business units, should own the forecast. Establishing that within 12 months is the brief of an Interim Group Chief Financial Officer at a mining and metals organisation run on a not-for-profit basis, reporting to the Board of Directors.
United States·Banking & Financial Services
Independent private banking and financial services organisation
Ahead of its next planning cycle, a privately held, independent banking and financial services organisation wants counsel on cash and performance discipline from an Advisory Director, Capital and Performance, who will report to the Audit Committee Chair for 12 months.
United States·Insurance & Reinsurance
Private-equity-backed insurance and reinsurance organisation
Under private-equity ownership, an insurance and reinsurance group wants its control findings remediated in a deliberate order over 24 months. It is appointing an Interim Chief Audit Executive who answers directly to the Board of Directors and will lead that sequenced programme.
United States·Technology & Digital Platforms
Mid-cap listed technology and digital platforms organisation
Reliability first, volume second: that is the order an Interim Chief Quality and Service Officer, reporting to the Regional President, will set over a 12-month programme at a technology and digital platforms company whose shares trade on a mid-cap exchange.
United States·Technology & Digital Platforms
Cooperative or mutual technology and digital platforms organisation
Making technology investment answer to adoption, resilience and value is the counsel sought from an Advisory Director by a technology and digital platforms organisation run as a cooperative. The counsel is given over 24 months, directly to the Group Chief Executive Officer.
United States·Telecommunications & Technology
Venture-backed telecommunications and technology organisation
Leading a 12-month renewal of how authority is delegated across entities and committees is the first task for the Board Chair of this venture-backed telecommunications and technology business. The chair is accountable to the Board of Directors.
United States·Telecommunications & Technology
State-linked telecommunications and technology organisation
Retention that does not lean on discounting is the goal. An Interim Regional President, Commercial Markets, answering to the Board Commercial Committee, will strengthen retention economics on that basis through an 18-month programme at a telecommunications and technology organisation with links to the state.
United States·Insurance & Reinsurance
Mid-cap listed insurance and reinsurance organisation
Each principal exposure has to be treated, transferred or exited, and someone with real authority must decide which within 12 months. A mid-cap listed insurer and reinsurer is giving that task to an Interim Chief Compliance and Conduct Officer, who reports to the Board of Directors.
United States·Technology & Digital Platforms
Independent private technology and digital platforms organisation
Which operating practices should scale, and which should end? An Interim Senior Vice President, Operations will decide over the next 24 months, reporting to the Regional President of a privately held, independent technology and digital platforms business.
United States·Technology & Digital Platforms
Deep technology and semiconductors organisation in United States
The director will strengthen oversight of technology licensing and strategic partnerships. The board needs to understand not only the commercial opportunity but also the obligations, dependencies and limits on future choice that an arrangement creates. This seat calls for a leader who has seen partnerships operate beyond negotiation and can challenge whether the organisation is equipped to fulfil its part.
United States·Consumer & Retail
State-linked consumer, retail and distribution organisation
Operating practices worth scaling need to be told apart from those that should end, and for 24 months an Interim Chief Operating Officer will make that call for a state-linked consumer, retail and distribution organisation, reporting to the Country Managing Director.
United States·Insurance & Reinsurance
Independent private insurance and reinsurance organisation
Strong, independent risk challenge across the region within 12 months: that is the brief for an Interim Regional Risk Director at a privately held, independent insurance and reinsurance group. The role reports to the Board of Directors.
United States·Tourism, Hospitality & Entertainment
Family-owned tourism and hospitality organisation
Investment hurdles should bring the delivery and control dependencies behind each proposal into the open. Counsel on writing them is what a family-owned tourism and hospitality business wants from its Advisory Director over 12 months, in a seat that reports to the Audit Committee Chair.
United States·Consumer & Retail
Venture-backed consumer, retail and distribution organisation
Automation should follow stable process ownership, not race ahead of it. Over 24 months, an Interim Chief Quality and Service Officer will set that sequence for a venture-backed consumer, retail and distribution organisation, working to the Country Managing Director.
United States·Banking & Financial Services
Private-equity-backed banking and financial services organisation
Somebody has to own the regional forecast. At a private-equity-backed banking and financial services organisation, that will be an interim director of regional finance and capital, accountable to the Audit Committee Chair for 18 months.
United States·Technology & Digital Platforms
Non-profit technology and digital platforms organisation
Partnerships that show measurable contribution and stay under control: that is the 12-month brief for the Interim Chief Customer and Revenue Officer of a not-for-profit technology and digital platforms organisation, who will report to the Regional President.
United States·Technology & Digital Platforms
State-linked technology and digital platforms organisation
A state-linked technology and digital platforms business needs an Interim Chief Executive Officer to lead it through a 24-month delivery programme; the Group Chief Executive Officer holds the seat's reporting line.
United States·Mining & Metals
Publicly traded mining and mineral exploration
A mining issuer needs an experienced audit chair to improve financial reporting discipline as exploration spending, financing activity and project commitments increase. The appointment will connect rigorous reporting oversight with an understanding of the uncertainties in a resource business. You will lead the committee agenda across financial reporting, audit quality, internal controls and material accounting judgements.
United States·Logistics & Infrastructure
Private-equity-backed logistics and infrastructure services organisation
End-to-end outcomes, not each party's own slice, are what suppliers and sites should answer for. Making that true within 12 months falls to an Interim Chief Operating Officer at a private-equity-owned logistics and infrastructure services business, reporting to the Regional President.
United States·Business Services & Diversified
Non-profit business and professional services organisation
Board succession should be built around the work the portfolio demands, not the seats a board happens to have. An Advisory Board Member will help shape it over 12 months at a not-for-profit organisation in business and professional services, with the Board Chair as the reporting line.
United States·Industrial Manufacturing
Industrial materials organisation in United States
The director will add financial expertise to an audit committee overseeing a materials business. The remit requires understanding how production, inventory, customer contracts and asset utilisation affect financial reporting.
United States·Mining & Metals
Family-owned mining and metals organisation
Cash and performance discipline is what the Board of Directors of this family-owned mining and metals business wants to build over 24 months, and an Advisory Director reporting to that board will counsel it there.
United States·Business Services & Diversified
Family-owned business and professional services organisation
Clear portfolio choices, including what will not be funded, are the reason a family-controlled business and professional services organisation is bringing in an Interim Chief Transformation Officer for 18 months, answering to the Regional President.
United States·Education
Cooperative or mutual education and learning services organisation
How much cash to protect this year, and how much capacity to build for later? An Advisory Chair will help the Board Chair, to whom the role reports, answer that over 12 months for a mutual in education and learning services, offering counsel rather than direction.
United States·Banking & Financial Services
Private-equity-backed banking and financial services organisation
The split of engineering capacity between established systems and new work is the decision at the heart of this 12-month appointment: an Interim Regional Chief Product and Technology Officer at a bank in which private equity has invested, reporting to the Technology Committee Chair.
United States·Technology & Digital Platforms
Large-cap listed technology and digital platforms organisation
One executive will decide, for the next 24 months, how commercial capacity is shared across customer propositions: the Interim Chief Growth and Partnerships Officer of a large-cap technology and digital platforms group listed on the market, reporting to the Regional President.
United States·Tourism, Hospitality & Entertainment
Large-cap listed tourism and hospitality organisation
Cash ownership and performance measures need settling before the next planning cycle, then holding for 24 months while the value agenda runs through them. A tourism and hospitality company with a large-cap listing has given that work to an Interim Senior Vice President, Finance, who reports directly to the Group Chief Executive Officer.
United States·Technology & Digital Platforms
Deep technology and semiconductors organisation in United States
The director will help the board assess the commercialisation of technically differentiated products. The remit connects evidence of technical capability with customer adoption, delivery economics and the investment needed to reach a supportable market position. It requires independent judgement about uncertainty rather than a preference for either ambitious claims or automatic caution.
United States·Mining & Metals
Mining organisation in United States
The audit-chair mandate focuses on consistency across Canadian and United States reporting obligations. The challenge is to maintain a coherent financial narrative while respecting the actual accounting, filing and governance requirements applicable to the issuer.
United States·Banking & Financial Services
Multinational subsidiary — banking and financial services organisation
Evidence, override and retirement are the controls through which an Interim Chief AI Officer will govern AI decisions at a bank owned by a multinational group. The appointment runs 12 months and reports to the Technology Committee Chair.
United States·Telecommunications & Technology
Large-cap listed telecommunications and technology organisation
Directors who cannot rely on what they read cannot decide well. Over 12 months, an Interim Governance Director answering to the Board of Directors will build an evidence base the board can trust, for a telecommunications and technology company with a large-cap listing.
United States·Technology & Digital Platforms
Deep technology and semiconductors organisation in United States
The adviser will help a technology business establish effective working arrangements between founding expertise, executive responsibility and board oversight. The assignment concerns decision rights, information and escalation as the organisation becomes more complex. It is not a personal coaching mandate alone, nor a request to impose a standard governance model regardless of the business's stage.
United States·Agribusiness & Food
Private-equity-backed agribusiness and food systems organisation
Making suppliers and sites answerable for outcomes from end to end is what a sponsor-owned agribusiness and food group expects of its interim chief of supply chain and operations within 24 months, with the role reporting to the Board Operations Committee.
United States·Consumer & Retail
Cooperative or mutual consumer, retail and distribution organisation
Cyber resilience at a member-owned consumer, retail and distribution cooperative must be ranked alongside its operating and customer priorities, and over 24 months an Interim Group Chief Information Officer, answering to the Technology Committee Chair, will make that ranking real.
United States·Healthcare & Life Sciences
Non-profit healthcare and life-science services organisation
Across its region, a non-profit provider of healthcare and life-science services needs one leader for a twelve-month integration and delivery programme: an Interim Regional President who answers to the Board Chair.
United States·Logistics & Infrastructure
Multinational subsidiary — logistics and infrastructure services organisation
Reporting quality and the decisions finance must challenge belong together, and an 18-month programme is meant to join them. A logistics and infrastructure services business within a multinational group is appointing an Interim Senior Vice President, Finance to lead it, reporting to the Audit Committee Chair.
United States·Banking & Financial Services
Mid-cap listed banking and financial services organisation
Which of its commitments survive the downside case is the question a banking and financial services organisation listed in the mid-cap segment wants tested over 24 months by an Advisory Director, Capital and Performance, whose reporting line is the Group Chief Executive Officer.
United States·Consumer & Retail
Mid-cap listed consumer, retail and distribution organisation
Services that customers and colleagues depend on must become more reliable even as the product and platform model changes, and over 18 months an Interim Chief Technology Officer, answerable to the Group Chief Executive Officer of a mid-cap listed consumer, retail and distribution company, will strengthen the first while evolving the second.
United States·Technology & Digital Platforms
Venture-backed technology and digital platforms organisation
After an integration, several people can each be sure the same decision is theirs. For 12 months an Advisory Chair will counsel the Board of Directors of a venture-backed technology and digital platforms organisation on leadership structure and decision ownership.
United States·Banking & Financial Services
State-linked banking and financial services organisation
At a state-linked bank, conduct and control matters must reach the board and be settled there. This Advisory Board Member seat, which reports to the Board Chair, exists to make sure they do across a 12-month term.
United States·Business Services & Diversified
Mid-cap listed business and professional services organisation
Within 12 months, the next ownership chapter of a mid-cap-listed business and professional services organisation needs its leadership structure settled, and the Investment Committee wants an Interim Chief Executive Officer to set it.
United States·Mining & Metals
Mining and resources organisation in United States
The chair will lead audit committee oversight of a resource business strengthening its financial control environment. The task is to prioritise the weaknesses that matter, challenge remediation evidence and maintain reporting discipline while improvements are underway.
United States·Agribusiness & Food
Mid-cap listed agribusiness and food systems organisation
Near-term cash weighed against long-term strategic capacity: an agribusiness and food group whose shares trade in the mid-cap segment wants an Interim President, International Markets, to strike that balance over a 12-month mandate, reporting to its Board of Directors.
United States·Healthcare & Life Sciences
Private-equity-backed healthcare and life-science services organisation
Treat, transfer or exit: for each compliance and conduct exposure, a private-equity-backed provider of healthcare and life-science services wants that call made within 12 months by an Interim Chief Compliance and Conduct Officer reporting to the Audit Committee Chair.
United States·Banking & Financial Services
US-listed financial technology company
The CISO has departed while the company is building the governance and disclosure process required by the SEC's cyber-security incident and risk-management disclosure rules. The audit committee requires continuity of accountability.
United States·Business Services & Diversified
Multinational subsidiary — business and professional services organisation
A growth plan built on realistic constraints is what this business and professional services organisation, a subsidiary of a multinational group, now wants. Its Interim Group Chief Executive Officer will set that plan and run it for 24 months, with the Investment Committee as the line of report.
United States·Healthcare & Life Sciences
Multinational subsidiary — healthcare and life-science services organisation
Assurance findings and remediation work at a healthcare and life-science services business owned by a multinational group need to be sequenced into one agenda. An Interim Senior Vice President, Assurance will shape it over 24 months, reporting to the Audit Committee Chair.
United States·Logistics & Infrastructure
Independent private logistics and infrastructure services organisation
No automation step before the process beneath it is stably owned: on that principle, an Interim Regional Operations Director will sequence automation for 24 months at an independent, privately held logistics and infrastructure services business. The director reports to the Regional President.
United States·Mining & Metals
Venture-backed mining and metals organisation
At a mining and metals business funded by venture capital, investment hurdles must start making delivery and control dependencies explicit. An Interim Chief Investment and Finance Officer, reporting to the Board of Directors, has 12 months to set them.
United States·Public-Interest & Regulated Services
Large-cap listed public-interest and regulated services organisation
The seat joins three things that usually live apart: deal thesis, integration and operating continuity. For 12 months, the Interim Senior Vice President, Enterprise Transformation, at a large-cap listed provider of public-interest and regulated services will hold them together, reporting to the Board Strategy Committee.
United States·Telecommunications & Technology
Non-profit telecommunications and technology organisation
When a conduct or control matter is raised, it should reach the board and be resolved rather than left to fade, and a new Independent Director has 12 months to make that the norm. The seat reports to the Board of Directors of a non-profit working in telecommunications and technology.
United States·Technology & Digital Platforms
Family-owned technology and digital platforms organisation
Selling only what can be delivered is the discipline a family-owned technology and digital platforms organisation wants from its Interim Chief Growth and Partnerships Officer, who will report to the Regional President and spend 24 months aligning commercial commitments with what operations can deliver.
United States·Technology & Digital Platforms
Deep technology and semiconductors organisation in United States
The director will strengthen board oversight of dependencies that affect the resilience of deep-technology or cybersecurity products. The remit includes critical suppliers, specialist knowledge, update mechanisms and infrastructure on which customer commitments rely. It requires a systemic view of product delivery rather than an inventory of risks considered separately.
United States·Insurance & Reinsurance
Multinational subsidiary — insurance and reinsurance organisation
Service reliability has to get stronger in the same 12 months that technology moves to a product and platform model. The insurance and reinsurance business doing this belongs to a multinational group, and its Interim Chief Information Officer will report to the Group Chief Executive Officer.
United States·Insurance & Reinsurance
Cooperative or mutual insurance and reinsurance organisation
How should engineering capacity be divided between existing demand and new work? An insurance and reinsurance organisation owned by its members wants an Interim Regional Chief Product and Technology Officer to settle that over 12 months, reporting to the Technology Committee Chair.
United States·Healthcare & Life Sciences
Nasdaq-listed mid-cap medical technology company
The company must disclose whether its audit committee includes an audit committee financial expert under SOX s.407, and the committee must be entirely independent under SEC Rule 10A-3. International expansion has also outrun the board's experience of the markets it now sells into.
United States·Insurance & Reinsurance
Multinational subsidiary — insurance and reinsurance organisation
Conduct, operational and financial risk should travel upward through one escalation model, and the board has given an interim director 24 months to bring that about. Part of a multinational insurance and reinsurance group, the business is appointing an Interim Regional Risk Director who reports to its Board of Directors.
United States·Insurance & Reinsurance
Independent private insurance and reinsurance organisation
Insurance architecture has to be renewed without stopping what it carries, and over 24 months an Interim Regional Chief Product and Technology Officer will choose which dependencies to reduce while delivery continues. The employer is an independent, privately held insurance and reinsurance business; the seat's reporting line is its Group Chief Executive Officer.
United States·Mining & Metals
Mining organisation in United States
Candidates should bring deep financial reporting expertise, audit oversight leadership and familiarity with United States public-issuer governance. Experience in producing resources or similarly asset-intensive operations is important. Formal independence and any financial-expert designation must be assessed through the applicable board process rather than assumed from the role title.
United States·Business Services & Diversified
Multinational subsidiary — business and professional services organisation
Where the region competes, and where it steps back, will be decided over 18 months by an Interim Regional President at a professional services company within a multinational group, accountable to the Investment Committee.
United States·Technology & Digital Platforms
Private-equity-backed technology and digital platforms organisation
Reducing architectural dependency without halting delivery is a narrow path. A private-equity-owned technology and digital platforms business has 18 months to walk it, and is appointing an Interim Chief Digital and Data Officer to set the architecture choices, reporting directly to the Group Chief Executive Officer.
United States·Funds & Asset Management
Non-profit funds and asset management organisation
Which claims should be settled, which defended and which exited? Over 24 months, a non-profit funds and asset management organisation wants those choices made deliberately by an Interim General Counsel answering to the Regional President.
United States·Mining & Metals
Resource sector organisation in United States
Candidates should bring audit committee leadership, substantial financial reporting expertise and United States issuer-governance experience. Prior involvement in building or improving a public-company reporting function is important; familiarity with resource businesses strengthens the fit. They should demonstrate the ability to prioritise control improvements without accepting unreliable reporting in the meantime.
United States·Technology & Digital Platforms
Venture-backed technology and digital platforms organisation
Demand, service and margin evidence belong in one operating cadence. Bringing them there over 18 months is the job of an Interim Regional President, Commercial Markets, at a technology and digital platforms business funded by venture capital; the seat reports to the Group Chief Executive Officer.
United States·Education
Private-equity-backed education and learning services organisation
The next phase of ownership needs its own leadership structure across the international markets, and a private-equity-backed education and learning services group wants an Interim President, International Markets, answering to the Board Chair, to set that structure within 12 months.
United States·Technology & Digital Platforms
Private-equity-backed technology and digital platforms organisation
Who can actually commit the business? On the board of a private-equity-backed technology and digital platforms organisation, an Independent Director will spend 12 months overseeing delegated authority across entities and committees, with audit and conduct in particular view, and will report to the Board Chair.
United States·Business Services & Diversified
Cooperative or mutual business and professional services organisation
Bringing a set of local plans into one accountable operating agenda is the whole of this 12-month seat. The Interim Chief Executive Officer of a member-owned business and professional services organisation will do it with executive authority, answering to the Investment Committee.
United States·Mining & Metals
Mining and resources organisation in United States
This director will contribute financial expertise to a resource-sector audit committee reviewing financing arrangements and treasury-related reporting. The role requires understanding of the economic obligations behind contractual terms and the accounting judgements they create.
United States·Education
Multinational subsidiary — education and learning services organisation
Leading the region through a 12-month delivery programme falls to an Interim Regional President who answers to the Board Chair of an education and learning services business that belongs to a multinational group.
United States·Business Services & Diversified
Non-profit business and professional services organisation
An adoption path that lasts across markets and through changes of leadership is what the Investment Committee of a non-profit business and professional services organisation wants built in the next 12 months, by an Interim Chief Transformation Officer reporting to it.
United States·Mining & Metals
Resource development organisation in United States
The director will strengthen audit committee scrutiny as a resource project incurs material development expenditure. The role requires understanding of how project forecasts, funding assumptions and accounting conclusions interact.
United States·Mining & Metals
Mineral resources organisation in United States
The audit chair will oversee a reporting environment where expectations about future resource demand can attract attention ahead of demonstrated operating results. The committee must ensure financial statements and disclosures remain grounded in supportable assumptions.
United States·Public-Interest & Regulated Services
Public-company governance organisation in United States
This mandate concerns an issuer integrating financial reporting after a reverse transaction. The chair must ensure the board understands the accounting foundation, inherited control weaknesses and the work needed to produce reliable continuing disclosures.
United States·Mining & Metals
Mining and resources organisation in United States
Candidates need deep financial reporting expertise, audit committee leadership and familiarity with United States public-issuer governance. Resource sales, commodity-linked revenue or comparable industrial settlement experience is strongly relevant. They should be able to challenge both accounting assumptions and the operational evidence supporting them.
United States·Water & Environmental Services
Materials recovery organisation in United States
This seat focuses on financial reporting in a materials-recovery business, where feedstock quality, processing yields, inventory and commodity exposure can complicate the accounts. The director will provide technical financial challenge within the audit committee.
United States·Technology & Digital Platforms
Deep technology and semiconductors organisation in United States
The adviser will help a deep-technology leadership team improve the information and choices brought to its board. The assignment is to create a practical method for distinguishing technical learning, commercial progress and financing needs. It is not a request for a universal governance template or for the adviser to become an informal director.
United States·Mining & Metals
Mining and resources organisation in United States
The chair will oversee financial reporting through a resource-sector corporate combination or transition. The mandate focuses on opening balances, significant accounting positions and the ability of the continuing finance team to produce reliable reports after transaction support ends.
United States·Mining & Metals
Mining and resources organisation in United States
The chair will establish or strengthen audit governance for a resource-sector issuer. The priority is a repeatable process for significant judgements, assurance and control follow-through, rather than a set of documents that satisfy a single milestone.
Mobility corridors
A corridor is a directional pair of markets between which experience is genuinely legible — and every one of them carries a friction, because a corridor with nothing to bridge would be a corridor nobody had thought about.
Shared language, shared investor base, and a UK audit-committee chair's experience translates onto a US audit committee where the SOX s.407 financial-expert designation is the requirement.
Friction — There is no US governance code to be fluent in — composition is set by exchange listing standards and Delaware fiduciary law, litigation exposure is materially higher, and equity compensation creates US tax filing obligations.
Japanese industrial and technology groups with substantial US operations, and US boards seeking directors who understand a supply base and a customer base concentrated in North Asia.
Friction — Board cadence is opposite — monthly in Japan against six to eight meetings a year in the US — and the two governance cultures make almost opposite assumptions about the director's role between meetings.
Israeli directors from cyber, semiconductor and digital-health companies hold exactly the capability US boards are shortest of, and most have already worked to US disclosure standards through a dual listing.
Friction — US securities-litigation exposure is materially higher than Israeli exposure, and equity compensation creates US tax filing obligations for a non-resident.
Brazilian directors from agribusiness, mining and energy hold operating experience of the supply chains and jurisdictions that US boards are newly exposed to through due-diligence and deforestation regimes.
Friction — US boards read Latin American governance experience as unfamiliar rather than as rigorous, so the burden of translation sits with the candidate.
Adjacent disclosure regimes, many cross-listed issuers, and audit-committee independence tests that are close cousins. A US audit-committee financial expert satisfies Canadian financial literacy comfortably.
Friction — The CBCA's 25% resident-Canadian requirement can block an appointment on a small federally incorporated board, and Canadian directors carry personal liability for unpaid wages and certain tax remittances.
A very large share of Israeli technology and life-sciences issuers are dual-listed in the United States and may elect to follow US governance rules, so a US audit-committee financial expert is directly qualified.
Friction — Where an issuer has not taken dual-listing relief, the external-director regime applies in full — a statutory office with its own qualification test, fixed term and minority-supported election.
US capital dominates the Novo Mercado shareholder register, the disclosure regime is built on comparable principles, and the 2021 removal of the residency requirement opened the board of directors to non-residents.
Friction — Board papers and every corporate act are in Portuguese, directors carry personal exposure in the tax and labour spheres, and the treaty network is thinner than in Europe.
The Value-up Programme has made capital allocation, cross-shareholding unwinding and shareholder returns board-level questions, and US directors have run those decisions.
Friction — Board papers are usually in Korean, the six-year tenure cap makes the commitment short, and apostilled documentation for registry filing routinely delays a foreign appointment.
US managers dominate the Cayman fund population, board process is in English and to US standards, and US fund-governance experience is exactly what institutional investors diligence.
Friction — Director registration with CIMA is compulsory, and a portfolio of twenty or more covered-entity directorships requires a Professional Director Licence — a hard threshold, not a guideline.
A very large share of Irish-authorised funds, insurers and technology subsidiaries are US-owned, and boards want directors who understand the US parent as well as the Irish regulator.
Friction — The Central Bank's fitness-and-probity process, and its direct assessment of time commitment, has no US analogue and surprises US candidates.
Questions
Yes. Neither federal securities law, the NYSE or Nasdaq listing standards, nor Delaware corporation law imposes a citizenship or residency test on directors. The genuine constraints are practical: EDGAR credentials, US tax exposure on equity compensation, and national-security review in defence and critical-technology sectors.
A majority of the board must be independent, and the audit, compensation and nominating committees must be composed entirely of independent directors. Audit-committee independence is additionally governed by SEC Rule 10A-3, which is stricter than the general exchange test.
No, and none is proposed. Long tenure is raised by proxy advisers and institutional investors at annual meetings rather than being capped by rule, which makes the US the most tenure-permissive major market on this exchange.
ID Exchange of America
The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.