Independent Director — Audit and Conduct (Technology)

INDEPENDENT DIRECTOR - AUDIT AND CONDUCT (TECHNOLOGY)
New York, United States

Private-equity-backed technology and digital platforms organisation

The problem this seat exists to solve
Who can actually commit the business? On the board of a private-equity-backed technology and digital platforms organisation, an Independent Director will spend 12 months overseeing delegated authority across entities and committees, with audit and conduct in particular view, and will report to the Board Chair.

Overseeing what has been delegated, and to whom Delegated authority is how a board governs without doing everything itself, and it is also where governance most often slips. Over time delegations tend to multiply across entities and committees, a limit raised for one transaction is never lowered again, and a board can lose sight of who is actually able to commit the business. This director's oversight is aimed squarely at that drift, with audit and conduct as the lenses.

This is an oversight seat. The director runs nothing; the director challenges, tests and oversees. In practice that means helping the board agree who decides what, and what each local leader may still approve alone, and setting the evidence the board will rely on when it oversees funding, capacity and control. It means challenging whether each commitment should continue, wait or stop, and pressing on any plan that pushes exposure onto others with no owner in sight. It means testing investment cases for adoption, dependencies and downside before approval rather than after. And it means overseeing who leads and how problems are raised, and helping the Board Chair settle disagreements with the executives who run the business.

On a private-equity-backed board, an independent director's value lies in judgement that answers to the company as a whole. In technology, conduct risk increasingly sits in places traditional audit oversight did not look: in how data is used, in how product features reach customers, and in how incentives shape what teams report upward. A director who understands those mechanisms can ask the question that matters before the commitment is made.

A year of oversight the Board Chair can rely on
For the first ninety days, the work is a review of delegated authority across entities and committees and agreement on the evidence the board will rely on. Around month nine, audit and conduct oversight should be tested against the delegations, with unowned risks challenged and recorded. When month 12 arrives, delegated authority, escalation and committee reporting should all have been through a full board review, and every conduct matter should be either closed or clearly owned.

The director, and how the board will meet you
You have worked across six or more countries in businesses of at least $440 million in revenue and 800 people, and you can tell a local practice that customers truly require from one kept alive only by habit. Working from partial facts, you have taken a decision that could still be unwound and firmed it up as better information arrived. Buy-side M&A, integration and professionalisation experience are examined, with governance ethics at level 4 and, at level 3, entity governance, judgement of risk, and work with a board and its stakeholders. You bring successors on while the governance model changes, so the board's discipline holds after your term. You can explain an open gap to the Board Chair without letting it become a reason for delay, you will challenge a commitment even while a country head defends it, and you will answer for your oversight across all 12 months.

A first call with the Board Chair, by video and in confidence, opens selection during week one. In the third week you spend a session with the Regional President. The fifth week takes you in person to a panel of executive leaders, one from each function, and the seventh week to the full board of directors. Written comments on each stage are sent within five working days.

TERMS
Engagement - Board appointment · Remote regional · reports to the Board Chair
Compensation - USD 200,000–270,000 annual board and committee fee
Time commitment in this market - Typically 5–8 board meetings a year plus committee meetings and continuous between-meeting engagement; audit-committee chairs of listed issuers carry a materially heavier load.