Advisory Board Member — Governance (Banking)

What a director owes a bank when conduct is on the agenda

In a bank, conduct and control matters rarely reach the board as a single dramatic event. They arrive as a complaints trend that one committee sees and another does not, a control test that failed twice and was quietly re-scoped, a remediation date that has slipped for three quarters running. The Advisory Board Member's task is oversight of that flow. Despite the title, the seat is a board seat in substance: its holder challenges, tests and oversees, and runs nothing. The question it keeps asking is easy to state and hard to answer well: is the board hearing about the right matters, early enough, and does each one end in a decision someone can be held to?

Much of that work happens before meetings rather than in them. It means reading management information on breaches, customer outcomes and control failures closely enough to notice what is missing. It means agreeing with the Board Chair which thresholds sit with management and which matters must come up. It means asking, of every proposal that shifts risk between business lines or onto customers, who will answer for it if it goes wrong. And it means testing investment cases before approval, especially product and technology changes that alter how customers are sold to or served, for whether anyone has thought about take-up, about the operational dependencies the change creates and about what happens if it fails. State-linked institutions tend to carry public expectations alongside prudential ones, and a director needs a feel for both without letting either become a reason for delay.

You will be most useful if you can tell a matter that is genuinely unresolved from one being kept unresolved because closing it would be uncomfortable. Directors who have sat through a platform pivot know how conduct risk hides inside migration plans. Those who have lived through succession know how matters drift while an executive is on the way out. Those who have led the professionalisation of a board know the remedy is usually a better record, not a longer meeting. The board is looking for that mix of experience. Governance ethics is wanted at level 4. At level 3 the board wants three things: entity governance, risk judgement, and board and stakeholder management.

Your oversight record should include a board seat, or something close to one, where the organisation had at least $245 million in revenue, a headcount of 500 or above and a presence across six countries. You can tell the Board Chair which conduct matters are still open, and why, without treating doubt as cover for waiting, and you will press for a governance commitment to end when it should end, even if some country leaders would rather keep it.

Twelve months, read from the minutes

When the first ninety days are over, you and the Board Chair should have settled how conduct and control matters travel to the board, what directors will see on each, and which thresholds stay with management. Around month nine, that reporting should have been tested against live cases, with real matters followed from first signal to board paper and anything that has stalled given someone accountable for moving it. At month 12, a board review should be able to confirm from its own record that conduct and control matters reach directors promptly and close with a decision written down.

Getting to know the board, and it you

It starts in the first week with a private call by video, in which the Board Chair asks how you read conduct risk in a board pack. The Board Chair sees you again in week three, this time to work through a set of realistic matters together and decide how you would route each one. In the fifth week you sit down in person with executive leaders from each major function of the bank; their interest is in how your challenge lands with the people who must act on it. The last stage, in week 7, is a meeting with the full board of directors. Our comments on every stage reach you in writing inside two working days.