Operating reality
The company coordinates the movement and clearance of customer goods through carriers, gateways, overseas agents, customs-facing processes and inland service providers. It may advance duties, freight, storage or other charges and later recover them from customers. The enterprise therefore manages documents, instructions, client money, credit, sanctions exposure and time-critical handoffs without owning every part of the physical journey.
As part of a large unlisted corporate house, the business is formalising governance for sustained international growth. Gross billings can obscure thin collected contribution, unrecovered pass-through costs, agent balances, demurrage disputes and contingent liability. The Board seeks an Independent Director who can clarify where the company acts as principal, agent, adviser, custodian or payer—and ensure its controls follow the substance of each role.
Independent Director remit
The appointee will bring rigorous oversight to trade compliance, customs conduct, document integrity, sanctions screening, client funds, overseas agents, shipment profitability, cyber resilience, claims, credit and acquisitions. The Director must be prepared to examine transaction files and exception evidence, not only revenue and shipment counts.
Eleven governance priorities
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Role clarity in each service. Define contractual and actual responsibility for booking, documentation, classification, valuation support, duty funding, insurance, custody, subcontracting and delivery. Accounting and liability should follow the real role.
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Trade and sanctions compliance. Govern customer, counterparty, goods, route, vessel or conveyance, destination, end-use and payment screening. Escalation should address ambiguity and attempted circumvention, not only exact database matches.
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Customs-facing integrity. Protect classification, valuation information, origin documents, licences, declarations, inspection handling and record retention. No employee or intermediary may promise outcomes through improper influence.
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Document and instruction authenticity. Review authorised customer contacts, change verification, bills and certificates, release instructions, account changes and high-risk amendments. Email urgency should not override validation.
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Client-money protection. Establish clear ownership, approved accounts, funding evidence, reconciliation, release, unused balance return and prohibition on using one customer's funds for another obligation.
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Complete shipment economics. Capture carrier cost, pass-through charges, agent fees, credit, storage, demurrage, detention, claims, correction effort and receivable days. Gross billing and booked margin should be reconciled to cash realised.
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Overseas-agent governance. Conduct ownership, competence, sanctions, financial, data-security and conduct diligence. Maintain usable audit, document-return, incident and transition rights with alternatives for critical locations.
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Credit and exposure limits. Aggregate customer exposure across freight, duties, advances, disputes and guarantees. Overrides must be independently approved and immediately visible when ageing or shipment risk deteriorates.
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Cargo and claims governance. Define custody points, condition evidence, survey, notification, recovery, insurer coordination and lessons from recurring loss. Claims should not remain outside contract profitability.
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Cyber and business continuity. Test fraudulent instruction, account takeover, carrier or gateway outage, document-system compromise, ransomware, unavailable agents and sudden route closure. Manual processing must preserve authorisation and audit trails.
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Acquisition and branch control. Diligence licences, agent balances, customer advances, contingent customs matters, conduct history, claims, systems and owner dependence. Minimum controls must precede revenue synergies.
Decisions reserved for deeper Board challenge
The Director will scrutinise entry into new jurisdictions, major customer credit, duty-funding models, acquisitions, agency partnerships, guarantees, technology changes, controlled-cargo categories, claims settlements and any arrangement that materially expands principal liability.
Country or gateway expansion should state local legal responsibilities, agent dependence, settlement flows, data handling, compliance competence, working capital and exit options. A high-volume customer must be assessed on collected contribution and total exposure, not strategic prestige.
Audit Committee dashboard
The Board should receive gross and net revenue; collected contribution; unreconciled client funds; duty and freight advances; receivable ageing; disputed pass-through costs; demurrage and detention; agent balances; screening alerts; customs queries; document corrections; cargo claims; cyber incidents; credit overrides; branch exceptions; acquisition remediation; and downside liquidity excluding client money.
Internal audit should trace selected shipments from quote and customer instruction through booking, documentation, screening, clearance, agent settlement, invoice and collection. It should reperformance-test bank-detail changes, client-fund reconciliation, agent due diligence, sanctions escalation, credit overrides and revenue presentation.
Candidate credentials
Candidates should have at least 25 years of senior leadership across logistics, freight forwarding, shipping, customs, trade finance, banking operations, compliance, audit, finance or multinational service governance. Suitable experience may come from a CEO, CFO, COO, trade-compliance head, risk officer, gateway leader, Audit Committee Chair or executive responsible for a global agent network.
The candidate must understand transaction-level risk, cross-border conduct and working-capital economics. Experience with client money, sanctions, customs processes, acquisitions, international partners or large family-controlled corporate houses will be useful.
Independence requirements
Active inclusion in the IICA Independent Directors Databank is mandatory. The candidate must meet an enhanced independence standard appropriate to a large unlisted company. Interests involving promoter entities, customers, carriers, ports or airports, customs intermediaries, overseas agents, banks, insurers, technology vendors, auditors or acquisition targets must be disclosed.
The role may not be used to steer cargo, customers, agents, finance, insurance, technology or advisory assignments toward connected parties.
The first 120 days
The Director will trace representative high-risk and high-value shipments; reconcile client-money accounts and advances; review customs, sanctions and conduct incidents; test customer and agent concentration on collected contribution; examine recent acquisitions or branches with overdue controls; and establish direct access to compliance, internal audit and whistle-blower channels.
Within one year, the Board expects clearer principal-agent boundaries, protected client money, stronger trade screening, realistic shipment profitability, controlled overseas agents and faster closure of customs, claims and receivable exposures.