IICA requirement
Active inclusion in the IICA Independent Directors Databank is mandatory.
The mandate
The institution provides transaction-banking, collection, payment, liquidity and trade-related services to business customers. These services move money and documents through multiple channels, systems, counterparties and cut-off times. A transaction can be operationally complete while remaining unreconciled, incorrectly authorised, sanctioned, duplicated or legally disputed.
The Board seeks an Independent Director who can connect Audit Committee oversight with end-to-end transaction reality. The Director will challenge control designs that look complete in policy but depend on manual spreadsheets, privileged intervention, unmonitored suspense accounts or informal exception approvals. Growth in transaction value must never obscure client-fund protection, legal enforceability or operational resilience.
Seven Audit Committee tests
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Client money and account integrity. Oversee ownership, segregation where applicable, intraday positions, virtual or collection accounts, unidentified receipts, failed payments, reversals and return of excess. Bank liquidity reporting must not include balances whose economic ownership is restricted.
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Payment authorisation and change control. Test mandates, dual control, beneficiary and bank-detail changes, limit overrides, file uploads, API credentials, sanctions holds and emergency processing. High-risk changes should trigger independent verification and customer notification.
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Trade-document substance. Review issuance, amendment, document examination, discrepancy decisions, collateral, goods and counterparty information, contingent liability and off-balance-sheet reporting. Revenue cannot compensate for unclear or unenforceable obligations.
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Sanctions and financial-crime control. Examine customer, beneficiary, bank, vessel or conveyance, goods, route, jurisdiction and transaction behaviour. Escalation should address possible circumvention rather than rely solely on exact screening matches.
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Reconciliation and suspense discipline. Require ownership, ageing, investigation and escalation across core banking, channel, payment network, correspondent, treasury and general ledger. Repeated breaks must lead to structural remediation.
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Technology and operational resilience. Test cut-off failure, cyberattack, corrupt files, duplicate processing, correspondent outage, unavailable staff and peak demand. Manual workarounds must preserve authorisation, screening and audit evidence.
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Revenue, fees and customer conduct. Review tariff application, float and interest, service fees, foreign-exchange margins, waivers, rebates, complaints and refunds. Product profitability should include fraud loss, reconciliation effort, regulatory cost and liquidity consumption.
Decisions requiring independent judgment
The Director will scrutinise new payment rails, correspondent relationships, trade products, API channels, large client arrangements, outsourcing, cloud use, material control remediation and customer compensation. Every proposal should state the bank's legal role, money flow, data flow, authorisation, reconciliation, liability, failure recovery and exit.
The Audit Committee should receive aged reconciliation breaks; suspense balances; client-fund exceptions; payment and mandate fraud; sanctions alerts and overrides; trade discrepancies; contingent exposures; service outages; customer complaints; fee corrections; privileged-access exceptions; audit findings; and remediation evidence.
Candidate profile
Candidates should bring at least 25 years of leadership across transaction banking, trade finance, payments, treasury operations, financial crime, technology risk, audit or regulated boards. Former CFOs, chief risk officers, operations leaders, transaction-bank executives, audit partners and Audit Committee Chairs may be suitable.
The candidate must satisfy all fit-and-proper, independence and disclosure requirements. Relationships involving banks, payment networks, correspondent institutions, major clients, technology vendors, auditors or regulators must be declared. The Board role may not be used to source banking, technology, audit or advisory business.
First-year standard
The opening work will trace representative payment and trade transactions, review suspense and client-fund balances, examine high-risk overrides, test resilience exercises and meet assurance leaders without management present. Within one year, the Board expects clearer transaction accountability, faster break resolution, protected client funds and an audit programme focused on consequential failures rather than control volume.