Interim Governance Director — Scale-up

Where a subsidiary's duty outranks its habits

Directors of a subsidiary owe their duties to the company in front of them, not to the group's convenience or to the preferences of whoever runs operations locally. Usually those interests line up. The real work begins where they do not: a local practice that is efficient but cannot be defended to the board, a group instruction that sits awkwardly with the entity's own obligations, a release decision taken by a product team that nobody at board level authorised. The Interim Governance Director exists to draw that line and hold it.

The seat carries executive authority, exercised on behalf of the Board Chair. You will set the thresholds that separate what local leaders decide from what the board must see, and define the facts a director should have before approving spend, resourcing or a relaxation of controls. A proposal that hands liability to someone who never accepted it can be stopped; an investment case silent on its users, its dependencies or the price of failure can be declined. You also approve how the senior team is organised and the path by which issues climb. Disputes with operating leaders are yours to settle, and you fix how often progress and unresolved matters reach the board. An early success may well be a commitment you stopped rather than one you launched.

A year of drawing the line and making it stick

The first ninety days produce the line itself. Agreed with the Board Chair, it should show where fiduciary duty overrides local preference and give each category of exception a person accountable for it. By around month nine it should be in use rather than on file: live decisions taken against the fiduciary thresholds, and the controls behind them tested in practice and reported to the Audit Committee. By the close of the 12 months the framework should sit at entity level, with every local exception written down, owned and reviewed by the board at a set rhythm.

The governance director we want to meet

Your background is in technology or digital platforms, in organisations no smaller than $430 million in revenue and 700 people, operating in four countries or more. You can tell a genuinely necessary local exception from one that survives only because it always has. The board weighs your experience of professionalisation and of succession most heavily; both are moments when informal authority must be written down or it is lost. Governance ethics at level 4 is central. Entity governance, risk judgement, and board and stakeholder management are each expected at level 3. When a gap is still open, you can lay it out for the Board Chair directly and still move without waiting for certainty.

Selection takes seven weeks. It starts in the opening week with a confidential conversation over video with the Board Chair. Week three is a working session in which the Audit Committee Chair takes you through how fiduciary controls would be tested, using real material. In week five you face, in person, executives who lead the company's separate functions, and in week seven the directors sit with you as one board. We reply in writing to every stage within 3 working days.