Interim Board Secretary and Governance Officer — Integration

A governance professional with a sceptic's eye

You have served boards long enough to know the difference between management information and evidence. The first tells directors what management wants them to know; the second lets them test it. The boards you have served oversaw revenue of $450 million or more, 1,000 people and eight countries, and through a culture reset you kept what directors were told anchored to what was happening in the operation. You have presented a contested downside before a board at full strength, and after the decision you remain accountable, closing governance exceptions long after attention has moved on.

The Board of Directors will examine your culture reset, platform pivot and professionalisation experience most closely. It will look for governance ethics at level 4, and for level 3 in entity governance, in board and stakeholder management, and in risk judgement. Breadth across that many jurisdictions matters because every entity brings its own records, delegations and local requirements, and a governance officer who keeps them current is doing quiet work that counts for a great deal when something goes wrong.

Authority over the governance machinery

This is an interim executive appointment over the board's governance machinery, reporting to the Board of Directors. You will draw the governance decision rights, including the limits local leaders work within, and define the evidence directors will use when judging investment, capacity and control. You decide whether each inherited governance commitment continues, is held or is closed. You can stop a paper that slips a cost or exposure onto an entity that has not taken it on, and send back value cases that do not address adoption, dependencies or what failure would cost. You approve how governance decisions are led and escalated, and help settle disagreements between the board and the operating heads. Stopping a governance commitment will not need sign-off from every jurisdiction.

The most practical lever is the board paper itself. A good standard asks every paper to state the decision sought, the evidence behind it, what is still unknown and who is accountable for the outcome. Applied consistently, that standard changes the conversation in the boardroom faster than any new policy.

A year of papers directors can trust

Within ninety days there should be agreed standards for board papers, the evidence each type of paper requires and the board and committee calendar, all settled with the Board of Directors. Around month nine papers to the board and its committees should be meeting that standard, with matters arising and actions tracked until they close. By month 12 directors should be receiving evidence that is reliable and on time, and the governance records, delegations and escalation routes across the entities should be current.

Information or evidence?

That question runs through all four stages. The Board of Directors puts it to you first, in confidence and over video, once the first week begins. In week three the Regional President, who sees the governance machinery from the operating side, works through it with you. The fifth week brings an in-person panel of executive leaders from each function, the authors of many board papers, who will test your standard. In week seven the directors meet you as a full board. Five working days is the longest you will wait for our written view after each stage.