Dual-GAAP Listing Board Counsel — Digital Lending

The mandate

The board repeatedly asks whether the lender’s proposed US listing can rest on a conversion exercise or requires different operating evidence across expected credit loss, loan transfers, securitisation, servicing, share-based pay and non-GAAP measures. Adviser papers enumerate technical differences, but directors cannot see where management judgement, data lineage, controls and investor narrative must change together.

The counsel will reserve two days monthly for committee preparation, accounting-paper challenge and private sessions with Finance and Internal Audit, plus five Sydney meetings. A written response to a material conversion or regulator question is due within two Australian business days. Position-paper drafting, audit work, sponsor activity or filing execution requires separate authority.

The appointment lasts ten months from February 2027. During month eight, management must navigate an unseen loan-sale, forecast and non-GAAP reconciliation change. One three-month renewal may be authorised by the board for a named filing or regulator-response gate; unused access expires and cannot become fractional controllership or conversion programme delivery.

The counsel has no line authority, executive authority, accounting-signing right, audit role, listing-sponsor duty, regulator mandate, disclosure approval or investment-banking function. Management prepares statements and filings; auditors and advisers issue formal opinions. Advice cannot be represented as US GAAP compliance, audit assurance, listing eligibility or a recommendation to proceed.

Appointments or interests involving auditors, reporting accountants, underwriters, accounting advisers, securitisation partners, rating agencies, regulators’ advisers or competing lenders must be disclosed as conflicts. One unrelated financial board role may continue with chair approval. Contingent compensation tied to filing, listing, valuation or adviser selection is incompatible with this appointment.

Why the board wants this voice

Technical advisers know individual accounting differences and management knows the existing close, but the board lacks an operator who has built dual-GAAP discipline through a live public filing and later reporting. It wants challenge grounded in execution without appointing another auditor, sponsor, accounting preparer or transaction advocate.

What you will own

• Press directors to map IFRS and US GAAP differences to source data, policy judgement, control, disclosure and responsible owner.
• Test expected-loss, modification, sale, securitisation and servicing positions against product economics and operating evidence.
• Challenge share-based pay, capitalised costs, consolidation and foreign-currency conversion for repeatable period-end control.
• Frame scenarios for forecast change, loan transfer, servicing breach, securitisation reconsideration and regulator comment.
• Probe non-GAAP and key operating measures for consistent definition, ledger reconciliation, controls and investor comprehensibility.
• Examine close capacity, specialist dependence, audit evidence, version control and permanent technical-accounting leadership.
• Coach directors to separate conversion completeness, audit readiness, filing requirements and strategic listing appetite.

Candidate qualifications

• Held senior controller or technical-accounting authority through IFRS-to-US-GAAP conversion and a live cross-border public listing.
• Governed lending-specific differences involving credit loss, loan modification, transfer, securitisation, servicing and consolidation.
• Built repeatable dual-GAAP source, close, control and disclosure evidence rather than relying on period-end adviser adjustments.
• Challenged alternative performance measures for consistent definitions, books-and-records reconciliation and investor presentation.
• Presented conversion, audit and regulator issues to boards, sponsors and counsel without usurping their formal responsibilities.
• Managed conflicts across auditors, banks, advisers and funding counterparties while protecting restricted filing and credit information.

Non-negotiables

• Can attend all five Sydney sessions and respond within two business days to a material accounting or regulator issue.
• Will disclose auditor, adviser, underwriter, rating, securitisation and competing-lender interests before evidence access.
• Accepts literal absence of line, executive, accounting-signing, audit, sponsor, regulator, disclosure and banking authority.
• Must evidence a dual-GAAP listing and subsequent reporting; textbook US GAAP knowledge alone is insufficient.

1. 49 words maximum. Describe a lending conversion issue that required changing data and control, not just an accounting paper.
2. 49 words maximum. Which current auditor, adviser, underwriter, rating or securitisation interests require board disclosure?
3. 49 words maximum. How would you test whether a non-GAAP measure survives both reporting frameworks and investor scrutiny?