Independent Director

Company context

The company operates technology used to ingest, identify, manage, license, report and monetise digital content rights. Its platform connects contractual rights, content metadata, usage events, customer arrangements, royalty rules, statements and payments. The integrity of this chain is central to both stakeholder trust and financial reporting: a defect in ownership data, matching logic, usage ingestion or royalty calculation can affect creators, licensors, customers, revenue, liabilities and disclosure.

The company is preparing for an IPO and is moving from management-led technology oversight to formal Board assurance. The Board seeks an Independent Director who can chair technology audit at the intersection of platform architecture, data lineage, cyber resilience, third-party dependency, intellectual-property rights and financial consequence.

Board mandate

The director will ensure that the platform's most important assertions can be evidenced: what content was received, who is entitled to control or payment, which usage occurred, which contractual rule applies, how money was calculated, what exception was resolved, and whether the final statement and accounting entry are complete and accurate.

The mandate is not to select software or supervise engineering. It is to establish independent assurance over the technology and data systems on which the company's licence to operate, stakeholder obligations and IPO narrative depend.

Strategic and governance priorities

• Define the platform's critical trust chain from rights contract and content delivery through identity matching, metadata changes, usage ingestion, licence application, royalty calculation, statement issuance, payment and ledger entry.
• Establish Board-approved control objectives for completeness, accuracy, timeliness, authorisation, traceability, availability, confidentiality and recoverability.
• Require data-lineage evidence for every material number used in rights reporting, customer billing, royalty liability, management metrics and IPO disclosure.
• Govern ownership and entitlement conflicts through documented evidence, account segregation, payment holds, ageing, escalation, resolution authority and retrospective correction.
• Review matching and allocation logic for false matches, unmatched usage, duplicate content, version relationships, territorial rules, manual intervention and model drift.
• Establish change governance for royalty engines, pricing rules, metadata schemas, application interfaces, data pipelines and finance integrations, with testing proportionate to financial and stakeholder impact.
• Strengthen privileged-access management, developer access, production support, service accounts, secrets, segregation of duties and monitoring of high-risk data changes.
• Require a cyber-resilience programme built around credible threat scenarios: ransomware, credential compromise, data exfiltration, destructive insider action, supply-chain compromise and prolonged cloud-region outage.
• Test backup integrity, immutable recovery, recovery time, recovery point, alternate communications and manual continuity for rights intake, customer service, reporting and payments.
• Map critical third parties across cloud infrastructure, content delivery, usage data, identity, payment, security, development and analytics; define concentration limits, audit rights, incident duties, portability and exit plans.
• Govern artificial-intelligence use in matching, enrichment, anomaly detection, recommendations and operational support through data rights, validation, human review, explainability and error monitoring.
• Align technology incidents with financial close, provision, disclosure, stakeholder notification, legal response and remediation ownership.
• Challenge IPO claims concerning platform scale, automation, proprietary technology, accuracy, availability, data assets, network effects and barriers to entry through reproducible evidence.

Technology and Audit Committee decisions

• Whether a material unmatched-usage balance requires revised liability, disclosure or stakeholder remediation.
• Whether a platform release may proceed when commercial urgency is high but financial-control testing is incomplete.
• Whether an ownership dispute or metadata defect is isolated or indicates systemic weakness.
• Whether a third-party platform dependency creates unacceptable business-continuity or negotiating risk.
• Whether a cyber incident is material to users, rights holders, financial reporting or IPO disclosure.
• Whether management's claims about automation and platform accuracy are supported by measured performance and independently tested controls.

Board technology dashboard

The director will sponsor a concise dashboard covering platform availability, severe incidents, recovery readiness, privileged-access exceptions, unresolved vulnerabilities, critical third-party risk, data-quality exceptions, unmatched usage, rights conflicts, manual adjustments, royalty reruns, failed changes, audit findings and remediation ageing. Metrics must include threshold, trend, economic consequence, responsible executive and decision required.

Candidate profile

Essential: Former CIO, CTO, Chief Information Security Officer, technology-risk partner, technology auditor, digital-platform CEO or senior data executive with Board or committee exposure; direct accountability for technology controls, cyber resilience, high-volume data processing and financially significant platforms; ability to connect architecture and data issues to accounting, contractual and stakeholder outcomes.

Preferred: Digital content, rights, licensing, payments, marketplaces, media technology, data platforms or other multi-party transaction environments; IPO technology diligence; technology Audit Committee work; cloud resilience; algorithm assurance; post-incident governance.

The candidate must be independent of particular vendors and architectural preferences. The Board needs a technology governor who asks what must be true, how it is evidenced and what happens when it fails — not an operator seeking to redesign the platform from the Boardroom.

Eligibility, independence and conflicts

Active inclusion in the IICA Independent Directors Databank is mandatory. The applicable proficiency-test condition must be completed or a valid exemption documented. Candidates must satisfy all applicable independence, DIN, KYC, disqualification, tenure, directorship and committee-capacity requirements.

Candidates must disclose relationships with content owners, distributors, platforms, customers, cloud providers, cybersecurity firms, payment providers, data suppliers, technology auditors, issue advisers, investors, executives and competitors. Material investments in ecosystem participants and continuing vendor or advisory relationships must be declared.