Independent Director — Audit, Conduct and Controls

An independent mind that notices what goes quiet

The director this board needs is someone who has watched a conduct concern or a control failure be reported, acknowledged and then slowly disappear, and who resolved never to let that happen again. Your service should have been in organisations with $670 million or more in revenue, upward of 1,500 people and operations across five countries, and your record will include a joint venture, professionalisation and succession: three settings in which accountability changes hands and matters can fall between owners.

Governance ethics, at level 4, carries the most weight; each of risk judgement, entity governance and work with the board and its stakeholders should sit at level 3. Beyond the levels, there are habits we look for. During a joint venture you have reset who held authority, how work was funded and the rhythm it ran to. Your record shows evidence moving people, money and leadership attention from one place to another. You defend the controls that earn their place, make every exception show its price, and hand on a stronger bench than you joined. You can describe an open matter to the Board of Directors without softening it.

What this director will oversee and challenge

As an Independent Director, the role is one of oversight. You will help decide what local leadership settles and what must come to the board, and shape the evidence directors use to oversee investment, capacity and control. You will challenge inherited commitments and question any proposal that transfers cost or risk without naming who carries it. Value cases will be tested for uptake, operating dependency and downside before they are approved. You will also oversee how matters are raised to the board, and help directors and operating leaders settle conflicts before money is spent.

In any non-profit, conduct matters carry a particular charge. Trust works as a kind of capital in that sector, and a delayed response to a complaint or a control lapse can cost more than any budget overrun. The director's value lies in making silent deferral impossible: every matter has a route, an owner and a date.

A year in which nothing is allowed to stall

The first ninety days should agree the route by which conduct and control matters reach the board, with owners and the thresholds that make escalation mandatory. Around month nine every such matter should be tracked from first report to resolution, and stalled cases should be challenged openly in committee. At the end of the 12 months the board should review its own oversight of conduct and controls, with any remaining gaps either closed or formally assigned.

Who you will meet before the board decides

The Board of Directors opens the process in week 1 with a private call by video about the seat and the independence it demands. Week 3 is spent with the Risk Committee Chair, looking together at how conduct and control matters are tracked and closed. Week 5 brings a face-to-face panel of executives, each heading a different function and all on the receiving end of your questions. The full board makes its judgement in week 7. We put our feedback on each stage in writing and send it within four working days.