Purpose of the chair
The Independent Non-Executive Chairperson will lead a Board responsible for a deposit-taking institution serving retail, micro-enterprise and inclusion-oriented customer segments through physical and digital channels. The appointment demands mature banking judgement, but its defining requirement is governance: preserving a Board that can challenge management, engage the regulator candidly and make decisions in the long-term interest of depositors and the institution.
The Chair is neither an executive substitute nor a ceremonial convenor. The role is to shape the Board’s agenda, quality of evidence, decision discipline, committee coordination and relationship with the chief executive. The successful candidate must be able to create space for dissent without allowing accountability to dissolve into consensus.
Establish a clean compact with the chief executive
At the outset, the Chair and chief executive will agree how information, escalation, reserved matters, regulatory engagement and performance evaluation will operate. The Chair should have direct access to control-function leaders and committee chairs while avoiding parallel management channels.
Board papers must distinguish information, discussion and decision. Material proposals should state the customer and strategic rationale, economics, risk, operational readiness, alternatives, dissent and conditions for approval. Urgency cannot be allowed to become a recurring method for limiting Board challenge.
The Chair will conduct executive sessions with Independent Directors and ensure that concerns are recorded, resolved or explicitly carried forward. Where management and a committee disagree, the Board must see the nature of the disagreement rather than receive a negotiated summary that removes it.
Govern the banking model as one system
Credit, deposits, liquidity, capital, collections, technology, conduct and operating capacity cannot be reviewed in isolation. Growth in one area may create risk elsewhere: rapid origination may weaken verification; deposit repricing may compress margin; collections intensity may create conduct exposure; digital expansion may outrun fraud and grievance capacity.
The Chair will ensure the Board receives an integrated view of:
- portfolio quality by product, vintage, geography, channel and customer segment;
- early arrears, restructuring, roll rates, recoveries and collection conduct;
- deposit concentration, stability, pricing, liquidity and contingency capacity;
- capital consumption and return after expected and stressed loss;
- technology resilience, cyber exposure, fraud, third-party dependence and recovery readiness;
- branch and field productivity alongside control, workforce and customer outcomes;
- regulatory observations, audit findings and remediation ageing.
Stress testing should result in decisions about appetite, capital, liquidity, growth, collections and contingency—not remain an annual analytical exercise.
Inclusion must survive scaling
The Board will test whether products remain suitable and understandable for the customers they claim to serve. Pricing, fees, consent, documentation, language, sales practices, repayment design and grievance routes should reflect customer vulnerability and cash-flow reality.
Financial inclusion cannot be measured only through accounts opened or credit extended. The Chair will ask whether customers remain active, avoid harmful repeat borrowing, understand obligations, receive fair treatment in difficulty and can obtain remedy. Where group-based, field-led or partner-assisted models are used, incentive and conduct risks require particular scrutiny.
The institution’s social purpose should be visible in risk appetite and resource allocation rather than existing only in external communication.
Stakeholders Relationship Committee contribution
As a committee member, the Chair will connect investor and shareholder servicing with the wider trust obligations of a bank. Grievance analysis should distinguish access, transaction failure, fraud, credit reporting, collections, service conduct, privacy, vulnerable customers and failed redress.
The committee will look beyond aggregate closure ratios. It should see elapsed time, repeat contact, compensation, ombudsman escalation, reversals, geographic and channel concentration, and the operating cause behind each material theme. Closure without restored customer position is not remedy.
Disclosures to investors should reconcile growth, asset quality, provisioning, liquidity, capital, customer outcomes and remediation. The Chair will resist selective narratives that are technically correct but obscure the whole condition of the institution.
Board composition and succession
The Chair will work with the NRC to maintain a skills matrix covering banking, credit, finance, risk, technology, customer conduct, regulation, human capital and inclusion. Committee memberships will be designed around competence, independence and workload, not prestige or convenience.
Chief-executive succession, emergency coverage and control-function independence require continuous attention. The Board should know whether a successor has been tested through adverse credit, liquidity, conduct or regulatory conditions—not only growth assignments.
Annual Board evaluation should produce changes in agenda, information, composition or behaviour. A confidential report with no consequence does not strengthen governance.
Regulatory relationship
The Chair must support transparent, timely and non-defensive engagement with the banking regulator. Regulatory observations will be treated as evidence about the institution, not as correspondence to be managed. Remediation plans should identify root cause, accountable executive, dependency, validation method and the threshold for closure.
Where commercial objectives conflict with a control or regulatory concern, the Board should see the decision and owner. The Chair’s credibility will depend on ensuring that the institution does not discover its true risk appetite only after an event.
Candidate requirements
Applicants should bring at least twenty-five years of senior experience in banking, regulated financial services, central banking, financial policy, risk, credit, finance or the leadership of a complex regulated institution. Prior statutory Board service is essential; experience as a Board or committee chair is strongly preferred. Candidates should demonstrate independence from controlling shareholders, management and material counterparties.
Applications must include IICA Databank status, DIN (if held), current and recent directorships, regulatory and litigation declarations, conflicts, time capacity and a short account of a Board situation in which preserving institutional trust required a slower or more difficult decision than management initially proposed.
Registration on the IICA Independent Directors Databank is required before appointment. A DIN is not needed to apply: where an appointee does not yet hold one, it is obtained through the appointing company at the point of appointment. The appointment is subject to the banking regulator’s approval and to applicable fit-and-proper requirements.