Interim Board Secretary and Governance Officer — Delivery

Eighteen months measured in papers that arrive on time

By the end of the opening ninety days, the Board Chair and the incoming secretary should have put three agreements on paper: which matters are reserved to the board and at what threshold, how a conduct or control concern travels from the person who first sees it to the directors who must decide on it, and what a board paper on such a matter must contain before it earns a place on the agenda. None of that is glamorous. All of it determines whether directors learn about a problem while they can still act on it.

Around month nine the test shifts from design to rhythm. Board and committee calendars should be running as agreed, and a conduct or control exception should reach directors in the cycle it belongs to rather than the one after. Every open item on the board's action log should carry one accountable person and a date, and the secretary should be able to explain, for any item, why it is still open.

At month 18 the measure is an absence. Conduct and control matters should arrive at the board through the calendar, the reserved-matters schedule and the paper standards, without the secretary having to carry them there personally. Someone new should be able to pick up the governance calendar and run it from the documents alone.

Executive authority over how the board is served

A company secretary often administers what others decide. This interim holds executive authority over the governance machinery itself. You will fix the thresholds above which a matter must leave the operating line and go to directors, and you will decide what a director is shown when spending, headcount or a control weakness is on the table. A governance proposal can be sent back if it quietly parks a cost or an exposure on a director or manager who was never asked to accept it. So can an investment paper that never names its users, its dependencies or the shape of a failure. If the Chair and the people running the business disagree on routing a matter, the call is yours, as is the rhythm at which progress, exceptions and unresolved items come before the board. You may also retire governance habits that no longer earn their keep, including a well-liked one.

A secretary who has seen governance strain under growth

The governance you have run sat inside technology or digital platforms businesses turning over at least $820 million, employing 1,400 people or more and operating in two countries at least. The board weighs three kinds of experience: scale-up, where procedures have to keep pace with a business outgrowing them; professionalisation, where informal habits become documented practice; and turnaround, where directors need bad news faster than is comfortable. Governance ethics at level 4 carries the most weight, because the secretary must sometimes tell the Chair that a matter has to go to the board when management would prefer otherwise. Three further capabilities are expected at level 3: entity governance, judgement about risk, and managing the board and its stakeholders.

Bring an example of a governance commitment you ended, the evidence that justified it and what the board gained.

From the Chair's call to the directors' table

The first exchange, in week one, is a confidential video meeting with the Board Chair about how you would route conduct and control matters and what you would change first. A week later, during week two, you take a governance case from the Audit Committee Chair, and you draft or critique the paper a real matter would need. In week three you sit down in person with the board's directors to hear how they want to be served. Whatever the stage, you will know where you stand within 3 working days.