Nominee Director — Controls, Stewardship and Recovery (Energy and Utilities)

A year in which nothing is deferred quietly

At month 12 the directors should be able to evaluate their own oversight of conduct and control and find it sound: remaining gaps assigned, the reporting standard confirmed, and no open matter sitting on a list without anyone answerable for it. The route there runs through two earlier points. The first ninety days should complete a review of conduct and control reporting to the board, with escalation thresholds and the responsibilities of each committee agreed. By month nine conduct and control matters should be tested at board level on an agreed rhythm, with every open item owned and tracked.

Conduct and control issues rarely arrive at a board as crises. They arrive as items carried forward, actions extended, reports that say work is in progress. The skill of a director in this area is noticing when progress has become a habit of deferral, and asking the question that makes it visible.

Oversight, with a nominee's duty

The seat is a board seat, reporting to the Board of Directors, and its authority is oversight: to challenge, test and oversee. You will help agree decision rights on conduct and control matters, including the limits left with local leaders, and help determine the evidence directors lean on to oversee investment, capacity and control. You will challenge whether inherited commitments should continue and question any plan that parks a cost or exposure with a party that never consented. You will test value cases for adoption, dependencies and the downside before the board approves them, oversee how conduct matters are led and escalated, and help settle disagreements between the board and the operating heads. As a nominee you carry a stewardship duty to the interest that appoints you, alongside the independent judgement owed to the company itself.

A director who presses for the stop

Revenue of $670 million or more, 1,400 people and six countries describe the scale of business you should already know from the board or executive table, and that breadth lets you distinguish necessary local judgement from variation that persists only because it has never been challenged. Your control baselines have held up when a board and the people running regulated assets and energy portfolios pushed back on them. You can show a popular commitment you helped end, with the evidence behind it. Professionalisation, joint venture and buy-side M&A will be examined by the board, which asks for governance ethics at level 4 and, at level 3, risk judgement, entity governance, and board and stakeholder management. Pressing for a stop will not need every country on side, and all 12 months are yours to answer for.

Four stages, one question about deferral

The question throughout is how you would keep conduct and control matters from being deferred. The Board of Directors asks it first, in confidence and over video, as the first week opens. Two weeks later, in the third week, you explore it in a working session alongside the Regional President. Week five places you in person before the executives responsible for each business function, and the seventh week ends with all the directors around one table. Allow up to five working days after each stage for our written reply.