Non-GAAP Measure Governance Board Counsel — Telecommunications

The mandate

The board repeatedly asks whether adjusted EBITDA, free cash flow, service revenue, ARPU, subscriber and capital-intensity measures still describe the business after tower sales, spectrum arrangements, device financing and bundled services. Definitions are individually documented, yet exclusions, perimeter and management labels change across presentations. Directors need a principled test before comparability becomes whatever supports the current story.

The counsel will reserve two days monthly for chair preparation, measure-pack review and sessions with Finance and Investor Relations, plus five Singapore committee meetings. A written challenge to a new or changed public measure is due within two Singapore business days. Calculation, disclosure drafting, accounting preparation or assurance work requires a separate mandate.

The appointment lasts nine months from February 2027. During month seven, management must defend an unseen tower transaction, subscriber reclassification and restructuring adjustment. One extension of up to three months may be approved by committee vote for a named annual-reporting gate; unused access expires and cannot become routine results-preparation support.

The counsel has no line authority, executive authority, accounting-signing right, audit role, disclosure approval, investor-relations mandate, measure ownership or committee vote. Management defines and publishes measures; auditors and advisers retain their scopes. Advice cannot be represented as assurance, regulatory compliance, accounting conclusion or board approval of a public metric.

Appointments or interests involving telecom competitors, tower companies, infrastructure funds, auditors, reporting advisers, data vendors or material investors must be disclosed as conflicts. One unrelated communications board may continue with chair consent. Contingent compensation tied to a measure, earnings outcome, transaction or market valuation is incompatible with this role.

Why the board wants this voice

Finance can calculate measures and Investor Relations can explain them, but the committee lacks an operator who has governed comparability through structural telecom change. It wants someone able to challenge flattering exclusions and shifting perimeter without becoming the preparer, auditor or author of market messaging.

What you will own

• Press directors to reconcile every alternative measure to books, approved perimeter, consistent definition and named management purpose.
• Test EBITDA exclusions for recurrence, controllability, cash consequence, restructuring overlap and symmetric treatment of gains.
• Challenge subscriber and ARPU measures across inactivity, multi-SIM, wholesale, bundles, acquisitions and definition changes.
• Frame scenarios for tower disposal, spectrum lease, handset finance, discontinued operation, restructuring and currency movement.
• Probe free-cash-flow and capital-intensity measures for supplier finance, leases, spectrum, working capital and asset-sale proceeds.
• Examine naming, prominence, comparative restatement, control evidence and consistency across release, presentation and remuneration.
• Coach directors to separate accounting measure, operating indicator, management adjustment and forward-looking narrative.

Candidate qualifications

• Held senior listed-company reporting or investor-finance authority in a structurally changing telecommunications group.
• Governed alternative performance measures across tower, spectrum, device, lease, subscriber and restructuring transactions.
• Challenged inconsistent exclusions and perimeter changes that improved headline trends without equivalent economic explanation.
• Reconciled operating metrics to source populations and financial measures under board, regulator and investor scrutiny.
• Presented measure change and comparability choices to audit committees without assuming disclosure or accounting approval.
• Managed conflicts across operators, infrastructure owners, advisers, auditors and investors while protecting unreleased results.

Non-negotiables

• Can attend all five Singapore sessions and respond within two business days to a proposed public measure change.
• Will disclose operator, tower, fund, auditor, adviser, data-vendor and investor interests before results access.
• Accepts literal absence of line, executive, accounting, audit, disclosure, measure and approval authority.
• Must evidence governance of telecom alternative measures through structural change; generic investor-relations experience is insufficient.

1. 49 words maximum. Describe a telecom measure whose apparent improvement disappeared after perimeter or cash effects were corrected.
2. 49 words maximum. Which current operator, tower, fund, auditor, adviser or investor interests require disclosure?
3. 49 words maximum. How would you test whether a restructuring adjustment has become recurring?