Nominee Director — Controls and Stewardship (Agribusiness and Food)

Two duties held in one chair

A nominee director arrives with a relationship to whoever put them forward, and leaves that relationship at the door when the board deliberates. In most jurisdictions a director's duty runs to the company, and the best nominees are the ones whose appointing party never has cause to doubt either their independence or their diligence. For this agribusiness and food group the seat is about oversight, not management. You will report to the Nomination and Governance Committee Chair, and your contribution over twelve months is to make sure the information the board relies on has earned that reliance.

In practice that means insisting on a few things. The board and management should have agreed in writing which decisions stay with local leadership and at what thresholds. The board should know what facts it will examine when it oversees investment, operating headroom and controls. You will challenge investment proposals, sequencing choices and local exceptions, especially any commitment that pushes cost or exposure onto someone without an accountable executive to carry it. You will test value cases for take-up, dependencies and downside before the board approves them, rather than in the post-mortem. And you will help the committee and operating leaders settle disagreements without the board being drawn into running the business.

A year measured in better-founded decisions

Within ninety days, the directors should have settled how decisions are divided and which information they will trust when overseeing capital and controls. By month nine, testing local exceptions should be routine for the directors, as should pressing on any commitment that lacks an accountable executive, with challenge arriving earlier in the cycle. By month 12 the stewardship reporting that reaches the committee should have been reviewed and improved, and testing value cases for take-up and downside before approval should have become a habit rather than an event.

A record that shows judgement under scrutiny

Board service in a business of no less than $330 million in revenue, with 1,200 or more people across four countries, is the starting point. The committee is interested in three experiences: professionalisation, where governance had to catch up with the business; integration, where two sets of controls had to become one; and succession at board or executive level. Your profile should show governance ethics at level 4, and level 3 in three further areas: entity governance, risk judgement, and managing the board and its stakeholders. Expect to be asked for an instance where evidence you insisted on changed a decision about people, capital or management attention, and how you would describe an unresolved issue to a committee chair without diluting it. The committee will also want to know where you think local judgement deserves protection, and where it should give way to a group rule.

The committee's sequence

Over seven weeks the committee and the board see you four times. It starts privately, by video, with the Nomination and Governance Committee Chair during the first week. The Audit Committee Chair takes the third week, working through with you how control exceptions are surfaced and owned. In the fifth week you sit in person before executive leaders drawn from every function, and a week-seven board discussion then brings all the directors together to decide. Three working days after each meeting, the committee's view reaches you in writing.