Non-Executive Director and Chair of the Audit & Risk Committee

About GB Group plc

GB Group plc (“GBG”) is listed on the Main Market of the London Stock Exchange and is a constituent of the FTSE 250.

GBG serves customers across the Americas, EMEA and Asia Pacific through two highly complementary core capabilities of identity and location. Together, these enable organisations to accurately verify identities, prevent fraud and better understand customers, driving the vast majority of our revenues across diverse, regulated and data rich markets.

We deliver our capabilities through a scalable, technology-led platform that supports local market requirements while benefiting from global expertise. Our commercial model is largely based on subscription and consumption contracts, reflecting how embedded our solutions are in our customers’ critical workflows.

This underpins our strong levels of repeatable revenue, stable margins and high cash generation, enabling us to continue investing in product innovation and go-to-market activities globally.

GBG is led by an experienced Board chaired by Richard Longdon and, as a FTSE 250 company, operates within a more mature governance and reporting framework. The Board is supported by an Audit & Risk Committee with a central role in overseeing financial reporting, internal controls, risk management, external audit and the wider control environment.

The Company is seeking to appoint a high-calibre independent Non-Executive Director who can provide strong financial, governance and risk oversight and chair the Audit & Risk Committee. The successful candidate will bring credibility with investors and other stakeholders and be comfortable operating in a UK listed company environment.

The appointment calls for an individual with recent and relevant financial experience, sound judgement, independence of mind and the ability to support and challenge management constructively in a complex, international, data-led technology business.

The role will require the usual commitment expected of a non-executive director of a FTSE 250 company, including attendance at scheduled Board and Committee meetings and sufficient availability outside formal meetings to support the Chair, executive leadership team and key governance processes. The board typically meets ten times a year, split between the company’s headquarters in Chester and London (one board meeting may be held internationally). The anticipated time commitment is approximately 20 days per year, and the role is paid a base salary of £63,549 with an additional fee for Audit & Risk Committee Chair of £20,000 pa.

Candidates will have the integrity, independence, sound judgement and personal credibility required of an independent non-executive director of a UK Main Market listed company, together with the stature to chair the Audit & Risk Committee effectively.

In addition to the required ‘recent and relevant’ financial experience, the successful candidate is likely to bring broad international experience from a technology, software, data, digital, payments or other regulated services environment. They will understand the governance, reporting and control expectations of a FTSE 250 business and be capable of adding value in a complex, international, data-led organisation.

The appointee will be expected to contribute meaningfully to Board discussions on strategy, performance, capital allocation, financial reporting, risk management, internal control and assurance. They should be well placed to support the Board and executive team as the Company continues to strengthen its control environment and reporting in line with Main Market expectations, including the evolving requirements of the UK Corporate Governance Code.

They will have strong interpersonal skills, the confidence to engage effectively with Board and management colleagues, and the ability to challenge constructively while maintaining supportive and collaborative relationships. The right candidate will be commercially minded, strategically astute and capable of contributing as a rounded business leader and Board director, in addition to bringing the technical credibility required of an Audit & Risk Committee Chair.

More specifically, the following skills and experience are sought:

·       The necessary ‘recent and relevant’ financial experience to chair the Audit & Risk Committee effectively, with a strong grasp of financial reporting, significant judgements, internal controls, risk oversight, treasury, capital allocation and the external audit process. A professional accounting qualification is likely to be advantageous.

·       A track record in a senior executive leadership role, ideally including listed company Board exposure, with many strong candidates likely to have served as a CFO, divisional CFO or in another role with direct responsibility for financial stewardship, controls and risk.

·       A successful executive track record in a relevant sector, with experience of businesses operating at scale in technology, software, data, digital identity, fraud, payments, compliance or adjacent regulated markets likely to be particularly valuable.

·       An understanding of customer use cases and regulatory expectations in areas relevant to GBG, including identity verification, fraud prevention, financial crime, compliance, data governance and trusted digital transactions.

·       Breadth of commercial and strategic experience that would add value to Board discussions, including familiarity with one or more of GBG’s key end markets such as financial services, gaming, e-commerce, public sector or other highly regulated customer segments.

·       Experience of operating in international businesses across multiple jurisdictions, with an appreciation of the governance, regulatory, compliance and control challenges that arise in both mature and growth markets.

·       A thorough understanding of the role of an independent non-executive director in a UK Main Market listed company, including high standards of corporate governance, financial reporting, internal control, risk management and shareholder accountability, together with awareness of current UK Corporate Governance Code expectations.

·       Credibility with investors, the external auditor and other key stakeholders, together with the judgement and communication skills to chair an effective committee, handle sensitive issues appropriately and support robust but constructive debate.

·       The independence, availability and commitment required to be a fully engaged Board member and committee chair, including sufficient time for meetings, preparation and ad hoc discussions outside the formal meeting cycle.

·       An appreciation of the discipline, governance rigour and stakeholder expectations that come with serving on the Board of a FTSE 250 company, while retaining the commercial perspective, pragmatism and balanced judgement needed to support a growth-oriented international business.

The boardroom style of the individual will also be a relevant consideration in this appointment. The board enjoys an open, direct and collegiate culture, in which every director is offered an opportunity to have their say. It is a small board that zeroes in quickly on the challenges and opportunities facing the business, offering practical support and constructive challenge to the executive team.

GBG is mindful of the value that diversity can bring to the board. While gender diversity is a critical consideration, the company is also interested in individuals whose age, experience, or nationality can bring a different perspective and outlook to board discussions.

As an equal opportunity employer, we are dedicated to creating a diverse and inclusive workplace where everyone feels valued and empowered. Please inform your GBG Talent Attraction Partner if you require any reasonable adjustments to the interview process.

To chat to the Talent Attraction team and find out more about our benefits and why we’re a great place to work, drop an email to [email protected] and we’ll be in touch. You can also find out more about careers at GBG and check out our current opportunities at gbgplc.com/careers.

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