Independent Director — Governance and Risk

The judgement between information and evidence

Directors receive a great deal of management information. Far less of it is evidence in the sense a board needs: tested, attributable, and capable of supporting a decision someone will later have to defend. The central judgement this Independent Director will face, again and again, is which is which. A paper may be accurate and still not answer the question the board is being asked. A metric may be reported faithfully every quarter and still measure the wrong thing. Spotting the difference, and saying so in the meeting rather than afterwards, is what the seat is for.

Other calls follow from that one. When to press a disputed downside even though management is confident. When a commitment that shifts cost or risk onto nobody accountable deserves to be challenged at board level rather than left to the executive. When an investment case is ready for approval, and when it still says too little about adoption, operating dependencies and downside. In a family-owned firm these questions carry an extra dimension: independent challenge must be respected by owners who know the business intimately, so it has to be precise, well evidenced and free of theatre.

The authority is oversight. You will help the board decide how it tells management information from evidence it can rely on, including what local managers may settle without reference to it, and set the standard of proof it applies when overseeing investment, resourcing and controls. You will challenge whether each commitment should run on, wait or close, test investment cases before approval, and oversee the leadership structure and how matters are raised, helping the Group Chief Executive Officer and operating leaders resolve conflicts.

A year of raising the standard

During the first ninety days, directors should agree their evidence standard, drawing a clear line between management information and evidence they can rely on for risk oversight. Around month nine, board papers on investment, resourcing and controls should be tested against that standard, with the gaps worked through with management. By month 12, directors should have reviewed the standard itself, and investment cases should be tested for adoption, dependencies and downside as a matter of routine before approval.

The director this calls for

You have led through crisis response without letting what the board was told drift from what operations could prove. You have carried a contested downside in front of a chief executive and kept its full weight. Six countries, at least 900 people and $655 million or above in revenue frame the organisations you have served, and you remain accountable once a board decision is made, down to the slow work of closing governance exceptions. Selection will examine your experience of crisis response, of professionalisation and of buy-side M&A. Governance ethics should be at level 4, with level 3 in each of risk judgement, entity governance, and board and stakeholder management. A director who needs unanimous country-leader consent before challenging a commitment, or wants influence without twelve months of accountability, will not suit the board.

From the chair to the directors' table

The Board Chair holds an introductory call by video, in confidence, with you in the opening week. In week three the Regional President works through board papers with you; in week five executives who lead the firm's functions meet you in person; and week seven brings the directors together to meet you. Each stage is answered within five working days.