Fit-and-Proper Workforce Governance Board Adviser

The mandate

Expansion created regulated roles faster than the institution’s people and governance processes matured. Appointment files contain strong biographies but inconsistent regulatory references, time-commitment analysis and conflict evidence; responsibility maps lag actual committee and outsourcing decisions; and annual attestations ask broad questions without testing changed circumstances. A recent supervisory request exposed uncertainty over which entity board, group function or individual owns continuing fitness and propriety. Directors want an independent view before approving the next appointment cycle.

The adviser will challenge a controlled-function population, role-and-responsibility map, appointment evidence standard, ongoing assessment method and escalation protocol. The review must consider competence, experience, reputation, honesty, financial soundness, time commitment, conflicts, outside roles, training, performance, conduct events and material changes. It must also distinguish employment assessment, regulatory approval, board nomination and individual accountability rather than allowing one completed form to stand for all four.

The cadence comprises a fortnightly working session with compliance, people and secretariat leads, monthly board-committee attendance and two entity-level file reviews. The adviser will sample new appointments, incumbents and changed roles, test committee papers back to evidence and issue a short dissent where management’s conclusion exceeds the record. Local counsel or regulatory specialists will own jurisdictional interpretation, with dependencies shown openly in recommendations.

The adviser has no line authority and undertakes no executive responsibility for appointments, performance, compliance, nominations, regulatory submissions or employment decisions. The role cannot determine that an individual is fit, contact supervisors, sign attestations, remove incumbents, direct investigations or approve responsibility maps. Entity boards remain accountable for conclusions; executives own evidence; compliance and counsel retain their duties. Advisory observations are not regulatory certification.

The appointment lasts nine months. Renewal requires a documented board need linked to a different entity or changed supervisory expectation, not routine annual continuation. Relationships with directors, executives, investors, recruiters, assessment providers, regulators and competing payment institutions must be disclosed and refreshed. The adviser will recuse from individual files where independence is impaired and cannot accept search, assessment or placement economics.

Why the board wants this voice

People teams focus on capability, compliance on regulatory criteria and nominations committees on board judgement, but supervisors expect one coherent evidence chain. Familiarity with senior appointees can also weaken challenge without anyone intending it. An independent governance adviser can test continuing suitability and role clarity without making appointments or selling executive-search services.

What you will own

• Challenge the controlled-function census across entities, employment status, regulatory category, role change, approval and accountable board.
• Test appointment files for competence, reputation, conflicts, time commitment, financial soundness and jurisdiction-specific dependencies.
• Compare responsibility maps with actual committees, delegations, outsourcing, escalation routes and executive decision practice.
• Review ongoing assessments for conduct events, performance evidence, new outside roles, training, absences and changed circumstances.
• Frame board papers that separate management evidence, compliance review, external advice, unresolved facts and director judgement.
• Maintain advice, dissent, conflict, recusal, decision and remediation records without creating parallel regulatory files.
• Deliver a closing governance calendar, sample protocol, escalation thresholds and priorities for the next appointment cycle.

Candidate qualifications

• Has advised regulated financial-services boards on fit-and-proper, controlled-function or senior-accountability governance across entities.
• Understands appointment, ongoing assessment, responsibility mapping, regulatory approval, attestations, conflicts and time commitment.
• Can challenge senior individual files with fairness, confidentiality and evidence discipline while preserving board accountability.
• Has worked across people, compliance, nominations, legal, secretariat and supervisory interfaces without blurring their roles.
• Brings experience identifying when role practice has diverged materially from formal responsibility documentation.
• Is independent of executive search, assessment sales, placement fees and candidate-introduction economics.

Non-negotiables

• Can attend monthly Dublin meetings and both regulated-entity file reviews while maintaining a remote cadence.
• Brings direct controlled-function governance; ordinary leadership assessment or compliance training alone is insufficient.
• Will not certify individuals, contact supervisors independently or turn board challenge into covert performance management.
• Will disclose relationships with directors, candidates, recruiters, assessment vendors, regulators and competitor institutions.

1. 49 words maximum. Which changed circumstance should trigger an out-of-cycle fit-and-proper review?
2. 49 words maximum. How would you test whether a responsibility map reflects actual executive decisions?
3. 49 words maximum. What evidence belongs with the board rather than an assessment provider?