Board Chair — Governance Renewal (Logistics and Infrastructure)

Chairing so that difficult matters arrive

A board chair shapes what a board hears as much as what it decides. Agendas, committee mandates and the tone of the chair's own questions determine whether a conduct concern or a control failure reaches the boardroom in time, or arrives months later as a settled fact. This appointment is about that first job: making sure unresolved conduct and control matters cannot be deferred quietly, and that when they arrive they are resolved in the open.

Oversight with a chair's reach

Oversight, not execution, defines the seat, and the appointment is accountable to the shareholders. You will help agree how decisions are made and what local management may settle without the board, and define the proof the board needs when it oversees investment, capacity and the control environment. You will challenge inherited commitments and local exceptions, including any that leave cost or risk with no one answerable, and test value cases for take-up, the projects they lean on and downside before the board approves them. You will review how leadership is organised and how issues climb, and help directors and executives settle disputes.

A chair's reach is mostly indirect. You will not run the conduct or control functions; you will decide what the board asks of them, how often, and what happens when an answer is incomplete. The test is whether the board's record shows matters raised, discussed and closed, not merely noted.

A year judged by what reached the board

Within 90 days the board agenda and committee mandates should be agreed so that conduct and control matters reach the board with an accountable owner attached. Around month nine those matters should be tracked through to open resolution, and the way committees escalate to the board should have been tested. By month 12 a board evaluation should have been completed, looking specifically at how openly conduct and control matters were raised and resolved over the year.

A chair with the record for it

The organisations you have helped govern reached $820 million in revenue or more, with 4,000 people or more in six countries or more. The directors will weigh your experience of professionalisation, joint ventures and succession, and in at least one your decisions should have had effects felt in the boardroom and among staff serving customers. Governance ethics is expected at level 4, with risk judgement, board and stakeholder management, and entity governance each at level 3. Before approving an exception's continuation, you have named who bears its economic cost. You are content that an early mark of progress could be a commitment ended rather than one begun, and you can defend that with evidence.

Committee chair, senior independent director, executives, board

Your first meeting is a confidential video meeting with the Nomination and Governance Committee Chair in week one; a fortnight later, in week three, the Senior Independent Director spends a session working through a board agenda with you. Week five brings executives, one from each function, to question you face to face; week seven brings the full board. Within two working days of each, we will write to you with our view.