Director, Fund Governance & Independent Directorships

About Waystone

Waystone is a leading asset-servicing solutions provider of institutional governance, administration, risk and compliance services to financial institutions. With over 25 years’ experience and a comprehensive range of specialist services to its name, Waystone helps our clients structure, operate and grow through our expertise, innovation and digitisation, backed by the operational scale to support global expansion.

SUMMARY

The Director, Fund Governance & Independent Directorships is a senior, part-time role within Waystone in Luxembourg, combining independent client fund board appointments with responsibility for supporting the continued development of Waystone's fund governance and directorship services.

The role holder will progressively assume appointments as an Independent Non-Executive Director ("INED") to investment funds and related vehicles serviced by Waystone. In carrying out each appointment, the individual will exercise independent judgement and discharge their fiduciary and statutory duties in accordance with the applicable legal, regulatory and constitutional framework and in the best interests of the relevant entity.

During the initial phase of the role, particular emphasis will be placed on reviewing, strengthening and embedding the governance framework, policies, procedures and operating protocols supporting Waystone's directorship services in Luxembourg. As the role develops, the portfolio of external board mandates will be built progressively, taking account of the individual's experience, capacity and suitability for each appointment.

The position requires an individual capable of combining the independence and judgement expected of an INED with the practical governance expertise required to maintain a high-quality, consistent and scalable directorship service

ESSENTIAL DUTIES AND RESPONSIBILITIES

1. Independent Directorship Responsibilities

• Act as an Independent Non-Executive Director or member of the governing body of investment funds and related fund vehicles, subject to formal appointment and appropriate mandate acceptance procedures.
• Exercise duties with due care, skill, diligence and independent judgement, acting in the best interests of the relevant fund or entity and in accordance with its governing documents and applicable legal and regulatory requirements.
• Prepare for, attend and contribute actively to board meetings, including the timely review and constructive challenge of board papers, proposals and supporting information.
• Participate in decisions concerning the fund's strategy, governance, operations and material matters, ensuring that decisions are appropriately considered, documented and followed through.
• Provide appropriate oversight and constructive challenge of the fund's key delegates and service providers, including, as applicable, the management company or AIFM, investment manager, administrator, depositary, registrar and transfer agent, auditor and other material service providers.
• Monitor and appropriately challenge matters relating to the fund's risk profile, compliance framework, financial position, performance, liquidity, valuation, operations and investor matters, proportionate to the nature and complexity of each mandate.
• Ensure conflicts of interest and related-party matters are appropriately identified, considered, managed and documented.
• Ensure that material incidents, breaches, complaints, regulatory matters and governance concerns are appropriately escalated, considered and followed through.
• Exercise independent judgement at all times and appropriately identify and manage circumstances in which the interests or position of Waystone could conflict with the duties owed to the relevant fund or entity.
• Maintain sufficient knowledge of, and dedicate appropriate preparation time and capacity to, each individual board appointment.

1. Waystone Directorship Service Governance

• Review and contribute to the continued enhancement of the governance framework supporting Waystone's Luxembourg directorship service.
• Develop, enhance and maintain appropriate policies, procedures and operating protocols governing the lifecycle of directorship mandates.
• Promote a consistent and high-quality governance approach across Waystone's Luxembourg directorship portfolio while recognising the specific legal, regulatory and commercial circumstances of individual client entities.
• Work collaboratively with relevant Waystone Legal, Compliance, Risk, Finance and operational functions to support an effective control environment around the directorship service.
• Contribute to appropriate management information and oversight of the directorship portfolio, including mandate data, contractual status, capacity, governance matters and relevant operational information.
• Identify opportunities to enhance the effectiveness, consistency and efficiency of the directorship operating model and underlying governance processes.

1. Mandate Development & Client Engagement

• Progressively build an appropriate portfolio of independent directorship appointments, subject to suitability, independence, conflicts and capacity considerations.
• Participate, where appropriate, in discussions with prospective and existing clients regarding potential board appointments and governance requirements.
• Develop credible and effective relationships with asset managers, fellow directors, service providers and other stakeholders associated with individual mandates.
• Represent Waystone professionally and act as a credible ambassador for the organisation in interactions with clients, boards, service providers and other stakeholders.
• Contribute to the continued development and positioning of Waystone's Luxembourg directorship and fund governance proposition.

1. Capacity, Operational Discipline & Professional Standards

• Maintain an appropriate level of capacity to discharge each external appointment effectively, taking into account the complexity and demands of individual mandates and the individual's part-time employment arrangement.
• Ensure that mandate information and contractual documentation within the role holder's responsibility are complete and current and support the timely and accurate initiation of billing and related administrative processes for assigned mandates.
• Complete all required training and continuing professional development and maintain current knowledge of relevant Luxembourg and European fund-industry, governance and regulatory developments.
• Comply with applicable Waystone policies and procedures relating to directorship mandates, including conflicts, independence, capacity, record keeping, information security and escalation.
• Maintain the highest standards of professional integrity, confidentiality and conduct.

EXPERIENCE & CAPABILITIES

The successful candidate will be an experienced investment-fund or financial-services professional with the seniority, technical understanding and judgement required to act credibly and independently at fund-board level.

The candidate should demonstrate:

• Typically 15+ years of relevant experience within the investment-fund, asset-management, management company/AIFM, legal, risk, compliance, audit, fund-administration or broader financial-services sectors.
• Strong understanding of the Luxembourg investment-fund industry and the governance and operating models applicable to regulated and/or unregulated investment funds and related vehicles.
• Previous board, directorship, senior governance or equivalent oversight experience.
• Strong understanding of the respective roles and responsibilities of investment managers, management companies/AIFMs, administrators, depositaries, transfer agents, auditors and other key fund service providers.
• The ability to understand, assess and constructively challenge financial, risk, compliance, valuation, liquidity and operational information presented to a board.
• Strong understanding of directors' responsibilities, fiduciary duties, conflicts of interest, independence and effective fund governance.
• Experience in developing, reviewing or operating governance frameworks, policies, controls or operating procedures would be highly advantageous.
• Excellent communication and interpersonal skills, with the ability to engage credibly with fellow directors, asset managers, senior management, control functions, service providers and other stakeholders.
• Independent, balanced and solution-oriented judgement, including the confidence to provide constructive challenge and, where appropriate, take a position independent of Waystone or other stakeholders in fulfilling the duties of an external board appointment.
• Strong organisational skills and the ability to manage multiple mandates and matters while maintaining appropriate preparation, responsiveness and availability for each appointment.
• Capacity and affinity to operate effectively within an international and cross-border environment.
• High standards of personal integrity, confidentiality, professionalism and accountability.

EDUCATION & PROFESSIONAL QUALIFICATIONS

• University degree or equivalent professional qualification in law, finance, economics, accounting, business administration, risk management or another relevant discipline.
• Relevant professional or governance qualifications are considered an advantage.
• Appropriate knowledge of the legal and regulatory framework applicable to the mandates undertaken..