Nominee Director — Controls and Stewardship (Energy and Utilities)

Oversight of who may decide what

Delegated authority is the quiet architecture of a group. It determines who can commit money, sign contracts, accept risk and approve exceptions, in which entity and up to what limit. When it is clear, decisions are made at the right level and the board sees the ones that matter. When it is not, decisions either climb needlessly to the top or are taken lower down by people who were never meant to take them. The Nominee Director is appointed to oversee a reset of that architecture across the organisation's entities and committees.

The seat is for oversight; management stays with management. As a director reporting to the Board of Directors, you will challenge, test and oversee rather than design and run. You will help agree who decides what under the reset and the limits local leadership retains, and help set the evidence the board will rely on when overseeing investment, capacity and control. You will challenge which inherited commitments should continue and any request that places cost or risk where it has not been accepted. You will test investment cases for adoption, operating dependencies and the downside before the board approves them. You will oversee how leadership and escalation are organised under the new delegations, help the board and the operating heads settle disagreements, and help agree how often, and in what form, progress, exceptions and unresolved choices come to the board. A nominee director also carries a stewardship duty towards the appointing interest, alongside the independent judgement owed to the company, and holding the two honestly is part of the job.

The director this needs has reset decision rights, budgets and operating rhythm during an ESG transition, and knows how delegations shift when a business's priorities do. Your board or executive experience should cover a business with revenue of $860 million or more, 1,900 people and four countries. In earlier governance work you established who truly bore the cost of an exception before letting it continue, and you can lay an open gap before a board without treating uncertainty as a reason to wait. The board will examine ESG transition, succession and professionalisation in your record; governance ethics should be at level 4, with entity governance, risk judgement, and board and stakeholder management all reaching level 3. You help develop successors, so the new delegations keep working once your term ends. Backing a stop should not depend on every country agreeing, and you should expect to answer for the full 12 months.

A twelve-month reset, overseen

Within ninety days the board should review and agree a revised delegated-authority framework covering its entities and committees. Around month nine that framework should have been tested in practice, with committee mandates and the routes by which entity matters escalate checked against it. At month 12 the directors should evaluate the reset, close the gaps it revealed and agree a standing cycle for reviewing delegations in future.

Where delegation meets control

Your thinking on delegation is examined at four points. The Board of Directors begins in week 1, in confidence and over video, with how you would oversee a delegation reset. In week three you work alongside the Audit Committee Chair on where delegated authority meets control. Executives from the operating and support functions, who exercise the delegations day to day, question you face to face in week five, and in week seven the whole board concludes. We will set out our response in writing within three working days of each stage.