Eligibility condition
Active registration in the IICA Independent Directors Databank is mandatory.
The fiduciary question at the centre of this mandate
The institution is seeking an Independent Director who understands that custody banking is not merely a high-volume processing business. It is a chain of fiduciary promises: assets must remain properly segregated, instructions must be authentic, settlements must complete or be escalated, entitlements must be captured accurately, records must reconcile, and client money must never become obscured by operational complexity.
The incoming Director will help the Board test whether growth, automation and service innovation are being pursued without weakening legal ownership records, control evidence or the institution’s capacity to recover from a market-wide disruption. The role calls for mature banking judgement across securities operations, third-party dependencies, technology risk and client conduct. It is not a ceremonial appointment and is not intended for a candidate whose experience is confined to relationship management or conventional lending.
Where the Board expects independent challenge
Asset and cash integrity. The Director will examine the end-to-end control design for safekeeping, account opening, standing instructions, asset servicing, cash movements and reconciliations. Challenge should extend beyond reported exceptions to the age, economic significance and root cause of breaks; privileged access to records; manual journals; suspense balances; and the possibility that one failure could affect multiple clients.
Settlement and market exposure. The Board requires a clear view of failed trades, buy-ins, penalties, counterparty dependencies, market cut-offs and concentrated operational exposures. The Director should ensure that management distinguishes an isolated processing failure from a recurring design weakness, and that commercial teams do not accept service obligations whose operational risks are not understood or priced.
Corporate actions and income. Elections, tax treatment, income collection and entitlement calculation create material conduct and reputation risk. The appointee will press for defensible source-data governance, maker-checker independence, deadline controls, client communication standards and post-event assurance—particularly where information is incomplete, disputed or received close to a cut-off.
Client asset protection. The Director will scrutinise legal account structures, segregation practices, sub-custodian oversight and insolvency-remoteness assumptions. Management must be able to demonstrate how client positions would be reconstructed and returned if a service provider failed, a market became inaccessible or internal books were compromised.
Failure chains the Director must help interrupt
- A market event creates exceptional volumes; queues rise; manual overrides increase; reconciliations age; reporting remains superficially green because thresholds were designed for normal conditions.
- A vendor or sub-custodian meets contractual service levels while its control environment deteriorates, leaving the institution exposed to a failure it cannot observe directly.
- A cyber incident preserves system availability but compromises instruction authenticity or reference data, creating a risk that is operationally invisible until settlement.
- A new client or product is approved on revenue potential before asset-location, tax, liquidity, documentation and exit implications are mapped.
- Repeated low-value losses are treated as immaterial individually even though their common cause signals a wider control weakness.
The Director will ask management to connect risk appetite, incident data, client complaints, internal audit findings and capital consequences rather than present them as separate reporting streams.
Decisions and Board work
The appointee will contribute to strategy reviews involving operating-model redesign, automation, market connectivity and selective outsourcing. Major proposals should identify accountable control owners, residual manual work, data lineage, reversibility, concentration risk and recovery requirements before capital is committed. The Director will also support Board consideration of new asset classes and service propositions, insisting on a credible control proposition and an orderly-exit design.
The role includes review of operational-resilience scenarios, crisis exercises, recovery priorities and client communication protocols. The Director should be willing to test whether stated recovery objectives reflect actual downstream dependencies and whether parallel records are sufficiently complete to support recovery. Committee participation may include risk, audit, technology or customer-service oversight according to the Board’s final composition.
Evidence of fit
Applicants should bring senior experience in custody, clearing, securities services, transaction banking, market infrastructure, banking operations, operational risk or a closely related regulated environment. The Board is particularly interested in leaders who have governed complex control transformations, handled serious operational events, overseen critical third parties or challenged a business whose process volumes made weak signals difficult to see.
Candidates must demonstrate independence of mind, comfort with technical detail and the ability to translate an operational concern into a Board-level decision. Familiarity with fiduciary duties, banking regulation, cyber resilience, outsourcing governance and conduct risk is expected. Current conflicts, significant commercial relationships and overlapping advisory assignments must be disclosed fully.
Application
Apply through India ID Exchange with a Board profile, a concise note describing one fiduciary or operational-resilience issue you have governed, and confirmation of active IICA Independent Directors Databank registration. Shortlisted candidates may be asked to discuss how they would assess asset-safety evidence without substituting for management.