Independent Director for Intercompany Governance and Group Complexity

Follow substance through the structure

Ask whether material internal arrangements have a clear commercial purpose, accountable owners and reliable records. Examine how balances are reconciled and how disputes or unexplained differences are resolved. Review whether local boards and executives receive enough information to understand commitments affecting their entities.

Consider the consequences of shared services and financing arrangements for continuity and control. A group-wide solution may create dependencies that deserve explicit oversight at entity level. Seek qualified legal, tax and accounting advice where the facts or jurisdictions require it, and avoid assuming that a consolidated perspective resolves every local governance question.

Challenge complexity that obscures decisions

Review management's explanation of structural changes, new entities and internal transactions. Ask what additional obligations, cost or control burden they create. Where simplification is proposed, examine continuity and transition risks as well as the apparent administrative benefit.

The director will not maintain intercompany records or design transfer-pricing policies. Management remains responsible for operations and specialist compliance. The board's role is to challenge material decisions, ensure adequate information and obtain appropriate assurance. Appointment eligibility and any independence requirements must be assessed for the actual entity.

Evidence from candidates

Applicants should demonstrate senior multinational finance or governance experience involving complex entity relationships. They must explain a case where an internal arrangement created an exposure that was not apparent from consolidated reporting. Strong financial literacy and the ability to work across specialist disciplines are essential.

Contribution expected

The governing body should understand the commitments it is asked to authorise and the dependencies it is expected to oversee. Success means clearer accountability, fewer unexplained internal balances and better-informed structural decisions. The director should help the board distinguish useful organisational flexibility from complexity that makes responsibility difficult to trace or leaves material obligations understood only by a small number of specialists.