Independent Non-Executive Director

Hytech; Kuala Lumpur; On-site; MYR 300,000 - 600,000; Full time

Job summary

Hytech is establishing a board comprising an executive Managing Director/CEO, who will also hold the position of licensed director, together with two independent non-executive directors. Executive authority for the conduct of the business will vest in the Managing Director/CEO.

The two independent non-executive directors are appointed to provide independent judgment, constructive challenge and governance oversight, and to chair the board's committees.

Qualifications

• Substantial senior experience in derivatives or leveraged-product intermediation, or in risk management
• Experience in financial services regulation or supervision, compliance, audit, or financial control
• Demonstrated independence of mind and ability to challenge management when needed

Responsibilities

• Contribute to strategy, risk appetite and culture, and hold management to account for performance
• Ensure governance framework, policies, and conflicts-of-interest controls are robust
• Chair or participate in board committees; set agendas and report findings to the board
• Oversee risk management framework including market, credit, liquidity, operational, tech and cyber risk
• Oversee client money/assets controls and reporting, margin and close-out practices, hedging and exposures
• Oversee client outcomes, product governance, disclosures, marketing and communications; engage with dispute resolution
• Receive and consider reporting from compliance and internal/external audits, including AML/CTF
• Engage with regulator when required; ensure appropriate response to cross-border/outsourcing arrangements

Skills

Senior governance experience

Derivatives or risk management

Financial services regulation

Compliance and audit

Independent judgment

Job description

Hytech is a leading management consulting firm headquartered in Australia and Singapore, specialising in digital transformation for fintech and financial services organisations. We deliver end-to-end consulting services and provide robust middle- and back-office solutions that enable our clients to optimise operations, enhance efficiency, and stay ahead in a fast-evolving digital landscape. Our client portfolio includes top global trading platforms and leading crypto exchanges.

With more than 2,000 professionals worldwide, Hytech has a strong and growing international presence, with offices across Australia, Singapore, Malaysia, Taiwan, the Philippines, Thailand, Morocco, Cyprus, Dubai, and beyond.

The opportunity

We are establishing a board comprising an executive Managing Director/CEO, who will also hold the position of licensed director, together with two independent non-executive directors. Executive authority for the conduct of the business will vest in the Managing Director/CEO. The two independent non-executive directors are appointed to provide the board with independent judgment, constructive challenge and effective governance oversight, and to chair the board's committees. We are looking for directors who will read the papers, ask the difficult question, and be willing to record a dissent.

Key responsibilities

Board oversight

• Contribute independently to the setting of strategy, risk appetite and the company's culture, and hold the Managing Director and senior management to account for performance against them.
• Satisfy yourself that the company has in place controls, policies and procedures appropriate to the nature, scale and complexity of its business, and conducts itself in a manner consistent with the Securities Commission Malaysia's Guidelines on Conduct for Capital Market Intermediaries.
• Review and approve the company's governance framework, board and committee charters, delegations of authority, and conflicts-of-interest arrangements, including arrangements with related companies.

Committee chairmanship

• Chair or serve on such board's committees as may be established to ensure proper governance of the company.
• Set committee agendas, ensure the committee receives information of sufficient quality and timeliness, and report committee findings and recommendations to the board.

Risk and prudential oversight

• Oversee the risk management framework, including market, credit, liquidity, operational, technology and cyber, outsourcing and third-party risk.
• Review management reporting on client money and client asset arrangements, margin and close-out practice, hedging and counterparty exposures, capital and liquidity headroom against applicable regulatory thresholds, and business continuity arrangements.

Conduct, clients and compliance oversight

• Oversee the company's approach to fair client outcomes, product governance, risk disclosure, suitability, marketing and communications, and the treatment of clients requiring additional care.
• Oversee the complaints handling framework and the company's engagement with its approved alternative dispute resolution body.
• Receive and consider reporting from the compliance officer and from internal and external audit, including on anti-money laundering and counter-financing of terrorism arrangements, anti-bribery and whistleblowing.

Candidate profile

• Substantial senior experience in one or more of the following areas: derivatives or leveraged-product intermediation, market or credit risk management, financial services regulation or supervision, compliance, audit, or financial control.
• Sufficient technical fluency to interrogate margining, liquidation and client-money models and to test management's assumptions.
• Demonstrated independence of mind, and the judgment to distinguish oversight from management.
• Willingness and availability to commit to the board and committee calendar and to engage with the regulator when required.
• Prior non-executive or board committee experience with a licensed capital market intermediary, bank or insurer.
• Familiarity with the Capital Markets and Services Act 2007 framework and the Securities Commission's Licensing Handbook and conduct guidelines.
• Experience of cross-border or group structures and of intra-group outsourcing arrangements.

Conditions of appointment

Appointment is conditional on:

• The candidate being a fit and proper person for the purposes of the Capital Markets and Services Act 2007, and not being subject to any disqualification under the Companies Act 2016 or its equivalent in any other jurisdiction. Due diligence will be conducted and references taken.
• Satisfaction of the independence criteria set out in the company's board charter, to be confirmed on appointment and certified annually.
• Notification of the appointment to the Securities Commission Malaysia within the prescribed period, and acceptance that the Commission conducts a post-appointment assessment of directors of a licence holder.
• Completion of the Capital Market Director Programme within six months of appointment.
• Grant of the Capital Markets Services Licence, or such other commencement arrangement as the board and the candidate may agree in writing.

Terms

• Initial term of 3 years, subject to renewal; tenure and re-designation are governed by the board charter.
• Expected commitment of approximately 12 days per year, comprising quarterly board meetings, committee meetings, regulatory engagement, and preparation and continuing development.