Board-Composition and Overboarding Adviser

The mandate

Several director renewals fall due while the operator manages capacity expansion, cyber obligations, industrial relations and volatile travel demand. Board biographies list impressive appointments but do not show real committee peaks, crisis availability or whether overlapping infrastructure and government roles create practical conflicts. Tenure and former commercial relationships are assessed through legal thresholds, yet investors increasingly ask how independence operates in judgement. The nominations committee needs a composition decision based on future board work rather than reputation alone.

The adviser will challenge a three-year board-work map covering regulated decisions, capital projects, safety, security, cyber, labour, sustainability, financing and likely disruption. Against that map, the review must assess skills evidence, committee capacity, time commitment, succession, tenure, independence, stakeholder familiarity and emergency availability. Published overboarding policies, actual diary conflicts and exceptional public duties should be distinguished, with no automatic numerical rule replacing director-specific judgement.

The cadence includes a fortnightly chair and secretariat session, monthly nominations-committee attendance in Paris and two emergency-readiness exercises. The adviser will review disclosed appointments, committee calendars, attendance patterns and selected board materials, then facilitate evidence-based discussions with directors through the chair’s protocol. A written challenge note will identify dependencies on counsel, investor policy and personal disclosure without ranking directors through an opaque score.

The adviser has no line authority and accepts no executive responsibility for nominations, evaluation, shareholder engagement, board appointments or company-secretariat work. The role cannot approach candidates, determine independence, contact investors privately, negotiate resignations, vote, assess individual performance outside mandate or provide legal opinions. Directors and shareholders retain appointment authority; the committee owns recommendations; counsel interprets requirements. Advice is not proxy guidance or executive search.

The appointment runs ten months through one renewal cycle. Any extension requires a distinct minuted mandate linked to changed board work, not continuing access. The adviser must disclose relationships with directors, candidates, shareholders, proxy advisers, search firms, regulators, airport partners and government bodies. A personal connection or competing search requires recusal, and no placement, introduction, voting or investor-access compensation may be accepted.

Why the board wants this voice

The chair knows directors deeply, investors apply external policies and counsel tests formal independence, but none alone can challenge future capacity without structural bias. High attendance in ordinary periods says little about simultaneous committee and crisis demands. An independent board-governance operator can make workload and judgement evidence visible without seeking a search mandate or displacing shareholder rights.

What you will own

• Translate the three-year strategy and risk calendar into board, committee, specialist and emergency decision demands.
• Test director skills through relevant decisions and outcomes rather than biographies, titles or self-ratings alone.
• Assess time commitment across appointments, committee peaks, travel, public duties, predictable conflicts and disruption scenarios.
• Challenge independence through tenure, relationships, economic ties, judgement evidence and stakeholder perception with counsel dependencies explicit.
• Facilitate renewal and succession options covering committee continuity, planned rotation, scarce capability and onboarding lead time.
• Maintain disclosure, conflict, recusal, evidence, dissent and committee-decision records under restricted access.
• Deliver a closing composition map, future workload calendar, renewal questions and priorities for the next nominations cycle.

Candidate qualifications

• Has advised listed-company nomination committees on board composition, independence, tenure, capacity and director succession across complex jurisdictions.
• Understands overboarding policies, committee workloads, crisis governance, shareholder expectations and appointment boundaries.
• Can test director capability through decision evidence without converting nuanced judgement into simplistic scoring.
• Has facilitated sensitive renewal discussions while preserving chair, committee, shareholder and counsel authority.
• Brings infrastructure, regulated-operations or safety-critical board exposure where emergency availability materially matters.
• Is independent of executive-search placement, proxy solicitation, investor access and director-candidate representation.

Non-negotiables

• Can attend monthly Paris committee sessions and both emergency-readiness exercises despite remote preparation.
• Brings direct nomination-committee advisory work; executive assessment or governance policy writing alone is insufficient.
• Will not approach candidates, determine legal independence, lobby shareholders or accept placement economics.
• Will disclose relationships with directors, candidates, investors, proxy advisers, search firms, regulators and government bodies.

1. 49 words maximum. Which evidence reveals overboarding risk that an appointment count misses?
2. 49 words maximum. How would you test independence beyond a formal tenure threshold?
3. 49 words maximum. What future board decision should influence a renewal before current performance does?