Independent Non-Executive Director

Job Title: Independent Non-Executive Director

Regulated Role: PCF-2B

Employing Entity: State Street Fund Services (Ireland) Ltd

Division: Institutional Services

Location: Dublin, Ireland

City / Office: SJRQ

Purpose of Role:

To be independent from the management and act in the interests of the Company and its stakeholders. This requires that they be fully aware of and question the conduct of the Company on relevant issues including bringing independence and wider, external  perspectives to the Board/Committees.

 

Requirements:

Suitable background in one or more of the following areas:

- Environmental Social and Governance (ESG)

- Governance

- Information Technology/Cyber Security

- Risk Management

- Audit/Accountancy

- Client Management

- Human Capital Management

- Outsourcing Governance

• Previous experience of chairing of a Board or Board Committee would be an advantage.

• Constructively challenge and contribute to the development of strategy and Risk Appetite.

• Challenge and monitor the performance of management in meeting the objectives of the Company.

• Be satisfied with the integrity of financial information and that financial controls and systems of risk management are robust.

• Offer challenge as an independent non-executive director in the discussions and the decision making process as necessary on various items on the agenda for the board meetings.

• Consult upon and participate in the appointment and dismissal of, and succession planning for members of the Board.

• Consult upon and receive adequate information in a timely fashion about the financial control, treasury, risk management, proposed strategy plans and activities which would have a material effect on the Company.

• Have access to such key managers and professional advisers of the Company as may be required to enable you to perform your duties.

• Ensure effective and timely escalation to the parent State Street International (Ireland) Ltd and relevant Head of Business Line of any issue you deem necessary or appropriate for upward communication.

• Seek continually to develop and refresh knowledge and skills to ensure any contribution to the Board remains informed and relevant.

• Where required meet with representatives of the regulator of the Company.

In discharging their duties, the Director should allocate sufficient time to the Company to

discharge his/her duties effectively including:

• Attending in person quarterly Board meetings (unless prevented by exceptional circumstances), and attending by conference call ad-hoc meetings called

• Full review of papers in advance of attendance at meetings

• Acting as a member of such committees of the Board as the Board shall decide, attending all meetings unless prevented by exceptional circumstances;

• Placing on the agenda for meetings of the Board or committees of the Board any matter relating to the Company's business which you consider should be discussed;

• Regularly updating your personal skills and knowledge relevant to the role, including knowledge of the regulatory regimes under which the Company operates and how they apply to the Company;

• As appropriate meet with Board members and other senior management of the company outside of formal meetings to maintain and develop knowledge of the company and the activities thereof;

• Consulting with the Chairman of the Company and CEO before accepting any other (or further) major external appointments, if such other appointment is likely to have an influence on your ability to discharge your obligations to the Company;

• Performing relevant training as required by State Street; and

• Informing the Company Secretary of any other Directorship positions held or being considered.

Duties generally

The Director is to discharge their duties to the company under the Companies Act 2014.  The principle of fiduciary duties of a Director are:

• act in good faith in what the director considers to be the interest of the company;

• act honestly and responsibly in relation to the conduct of the affairs of the company;

• act in accordance with the companyâs constitution and exercise his or her powers only for the purposes allowed by law;

• not benefit from or use the companyâs property, information or opportunities for his or her own or anyone elseâs benefit unless the companyâs constitution permits it or a resolution is passed in a general meeting;

• not agree to restrict the directorâs power to exercise an independent judgment unless this is expressly permitted by the companyâs constitution;

• avoid any conflict between the directorâs duties to the company and the directorâs other interests unless the director is released from his or her duty to the company in relation to the matter concerned; exercise the care, skill and diligence which would be reasonably expected of a person in the same position with similar knowledge and experience as a director. A director may be held liable for any loss resulting from their negligent behaviour.

Level of Education:   

Third level degree or equivalent, as appropriate.

Skills and Experience:

Core expertise in one or all of the following:

• Senior advisory, consulting or equivalent relevant experience from a professional services firm (eg audit, legal or consulting) with significant experience of advising on matters to regulated financial services firms and its senior executives and boards.  

• Assessment of regulatory risk and experience in working for regulators or in roles requiring regulatory interactions

• Fund Service provider / Asset management

Required Competencies:

• Proven track-record as an INED with strong asset management or asset services experience and established knowledge on the relevant European and Irish regulation in an Institutional Risk Background (BtB).

• Proven governance track-record as an INED or former executive of a large financial services institution, preferably having worked in international organisations assisting the firm/subsidiary in developing and executing on their local strategy in a broader global strategic and governance context. 

• Deep oversight/control experience on themes such as outsourcing, ESG, climate and technology risk is a requirement.

• It is expected that the selected INED will chair the Risk or Audit or Nomination Committee.

About State Street

What we do. State Street is one of the largest custodian banks, asset managers and asset intelligence companies in the world. From technology to product innovation, weâre making our mark on the financial services industry. For more than two centuries, weâve been helping our clients safeguard and steward the investments of millions of people. We provide investment servicing, data & analytics, investment research & trading and investment management to institutional clients.

Work, Live and Grow. We make all efforts to create a great work environment. Our benefits packages are competitive and comprehensive. Details vary by location, but you may expect generous medical care, insurance and savings plans, among other perks. Youâll have access to flexible Work Programs to help you match your needs. And our wealth of development programs and educational support will help you reach your full potential.

Inclusion, Diversity and Social Responsibility. We truly believe our employeesâ diverse backgrounds, experiences and perspectives are a powerful contributor to creating an inclusive environment where everyone can thrive and reach their maximum potential while adding value to both our organization and our clients. We warmly welcome candidates of diverse origin, background, ability, age, sexual orientation, gender identity and personality. Another fundamental value at State Street is active engagement with our communities around the world, both as a partner and a leader. You will have tools to help balance your professional and personal life, paid volunteer days, matching gift programs and access to employee networks that help you stay connected to what matters to you.

State Street is an equal opportunity and affirmative action employer.

Discover more at StateStreet.com/careers

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