Joint-Venture Economics and Governance Board Adviser — Low-Carbon Infrastructure

The mandate

The board keeps returning to one unresolved question: can a proposed terminal joint venture preserve attractive downside economics when the operating partner controls throughput data, the host partner controls land rights and no shareholder can fund the entire expansion alone? Earlier investment papers modelled returns but did not connect capital calls, offtake commitments and reserved matters to the risks each party actually controls.

The adviser will contribute four days each month: two in Abu Dhabi around board and investment-cycle meetings and two remote working days for paper review and chair counsel. Quarterly visits to Muscat are expected for partner-governance sessions, one Singapore session is planned with prospective offtakers, and written ad-hoc questions require an initial response within two business days. Board or Investment Committee attendance inside the stated quarterly cadence is included in the retainer.

The appointment runs for twelve months from induction and may be renewed once for six months only by a recorded board resolution after a value-and-conflict review in month ten. Renewal is not automatic if negotiations continue; the intended output is a board able to make each staged capital decision using an agreed economic and governance lens.

This is a position of influence rather than execution. The adviser holds no line authority, cannot instruct the investment team, negotiate for the company, vote at either board or approve expenditure, and carries no executive responsibility for the transaction. Recommendations will be addressed to the chair, who decides whether they enter management's negotiation mandate.

Concurrent advisory work is welcomed where it sharpens infrastructure judgment, but a board position with a competing terminal, hydrogen exporter, host partner, bidder, financier or prospective offtaker would be disqualifying. Holdings and retainers in energy infrastructure must be disclosed before access to the data room, and new relevant commitments require chair clearance throughout the term.

Why the board wants this voice

Current directors bring capital, operating and public-sector experience, yet none has repeatedly governed a balanced joint venture after commercial operation begins. Management papers consequently optimise headline return while underweighting information asymmetry, funding default and deadlock. The chair wants a seasoned counterweight who can connect economics to enforceable governance before documents harden.

What you will own

• Test the assumptions behind throughput, price, availability, ramp-up and terminal-expansion cases, pressing management to show sensitivities that alter the investment choice.
• Challenge how value, risk and control are divided among shareholders, especially where equity ownership differs from operating influence or guaranteed capacity.
• Shape the board's position on capital calls, default dilution, transfer restrictions, related-party contracts, reserved matters and escalation before negotiating instructions are approved.
• Press the Investment Committee on the evidence required at each development gate, including offtake quality, permitting, cost certainty and sponsor funding capacity.
• Stress-test deadlock scenarios through realistic disputes over budgets, operator performance, expansion timing, distributions and data access rather than legal abstractions.
• Review the independent valuation and return bridge for hidden circularity between shareholder support, project leverage, terminal charges and terminal value.
• Equip the chair with a concise decision memorandum before each major partner session, separating acceptable trades from concessions that damage long-term governance.

Candidate qualifications

• Served as CFO, investment director, joint-venture chief executive or board adviser on infrastructure ventures with multiple state, strategic or financial shareholders.
• Can evidence at least one negotiated governance mechanism that protected economics during a later funding default, operator dispute or expansion decision.
• Evaluated project-finance returns using contracted and merchant revenues, staged capital, covenant constraints, sponsor support and downside liquidity rather than a single base-case IRR.
• Advised a board through reserved-matter, deadlock, related-party and information-right negotiations that continued into the operating phase.
• Worked across Gulf jurisdictions and international offtake markets with direct exposure to cultural, sovereign and partner-alignment considerations.
• Maintained advisory independence while challenging a transaction strongly sponsored by management or a controlling shareholder, with a documented board outcome.

Non-negotiables

• Can reserve four days each month and attend the stated Abu Dhabi, Muscat and Singapore sessions without delegating attendance.
• Will disclose all relevant boards, investments, clients and family interests before receiving confidential project information.
• Accepts that advice carries no voting right, negotiating mandate, line authority or public spokesperson role.
• Has personally counselled board-level joint-venture decisions; general project-finance or legal review experience alone does not qualify.

1. 49 words maximum. Which current commitment could appear relevant to this terminal venture, and how would you manage the conflict?
2. 49 words maximum. Describe one joint-venture deadlock mechanism you shaped and the operating event in which it proved useful.
3. 49 words maximum. Can you sustain four advisory days monthly and quarterly Muscat travel for the full twelve-month term?