Interim Governance Director — Value Agenda (Telecoms)

Management information is not the same as evidence

Boards of listed technology companies receive a great deal of paper. Much of it is management information: accurate, well presented and assembled to explain a position. Evidence is something narrower, information a director can rely on when the decision is contested and the consequences are real. The Interim Governance Director exists to close the distance between the two, and to do it within 12 months.

An executive seat, answering to the board

The director holds executive authority, not an advisory brief. In practice that means deciding which governance matters local leadership settles and which come to the board, and choosing the information directors use to oversee investment, capacity and control across markets. Inherited governance commitments are kept, suspended or closed on the director's say. A proposal that passes cost or risk along with nobody answerable for it is stopped, and investment cases that skip take-up, operating dependencies or the downside are turned back.

Settling the arguments before they reach the boardroom

A good deal of this job happens before papers are written. When directors and operating leaders disagree about what the board should see or decide, the Interim Governance Director settles it while money is still uncommitted, and approves the reporting lines that let those disagreements surface early rather than in the meeting itself.

Twelve months, three tests

Inside the first ninety days, directors should have a written information standard setting out what evidence they receive, in what form, and who owns each paper. Around month nine, the papers themselves should meet that standard, and open decisions and governance exceptions should be tracked until they close rather than reappearing quarter after quarter. By month 12 directors should trust the evidence base enough to use it without second-guessing, and a governance team should be maintaining it on its own.

A governance leader with a record of contested boards

The organisations behind your record should have reached $400 million in revenue, 1,000 people and seven countries, or gone beyond them. We weigh value creation, professionalisation and buy-side M&A most heavily, because each forces a board to decide on evidence that management would rather present as narrative. Governance ethics carries the most weight, at level 4, because deciding what directors should rely on is in the end an ethical judgement. Alongside it, at level 3, sit risk judgement, entity governance, and the handling of the board and its stakeholders.

You have set baselines that held up when challenged by directors and by the operating leaders who would have to live with them. You have refused funding when nobody could name how a change would be adopted or what it risked, and then built the governance capability to do better next time. Asked a question by a director that the papers cannot yet answer, you say so and say when they will. You are comfortable carrying executive accountability for the year rather than the softer influence of an adviser.

Four conversations about what directors can rely on

The Board of Directors speaks to you first, by video and in confidence, in week 1. Week 3 is set aside for a governance problem worked through alongside the Risk Committee Chair. In week 5 you meet, in person, the executives who run the company's different functions; they produce much of what the board reads. The directors as a whole close the process in week 7. Feedback on each stage comes to you in writing inside four working days.