Group Governance & Board Development Advisor

About Innovation Consulting Group (ICG) Innovation Consulting Group (ICG) is a growing consulting, technology, artificial intelligence, innovation, and investment group serving organizations across Saudi Arabia and the GCC. Our integrated portfolio spans strategy and management consulting, enterprise AI, digital transformation, cybersecurity, cloud and infrastructure, enterprise applications, technology research, managed services, and capability development. ICG is entering a strategic phase of business expansion, investment, and corporate governance development. As we scale our subsidiaries and business portfolio, the Group may pursue investment rounds, strategic investor transactions, acquisitions, and new ventures to accelerate growth. We are seeking a highly experienced Group Governance & Board Development Advisor to design, establish, and operationalize effective board structures across ICG and its subsidiaries while contributing to investment readiness, strategic expansion, and sustainable enterprise value creation. Role Overview This is a senior strategic advisory appointment for an accomplished professional with proven experience in building boards from the ground up, implementing corporate governance frameworks, developing board capabilities, and enabling business growth. Working closely with ICG's existing Board, shareholders, and executive leadership, the advisor will establish subsidiary boards, identify and recruit qualified directors, develop governance frameworks, train board members, and implement effective board operating practices. The advisor will also provide strategic guidance on investment readiness, commercial expansion, institutional development, and shareholder value creation. This is a build-and-enable mandate, not an oversight-only role. The primary responsibility is to create, implement, and transfer sustainable board governance capabilities across the Group. Key Responsibilities 1. Board Establishment & Governance Development • Design and establish subsidiary boards from scratch, including their structures, composition, mandates, and operating models. • Identify, evaluate, and recommend qualified independent and non-executive directors. • Develop board and committee charters, governance policies, delegation-of-authority frameworks, and decision-making protocols. • Establish appropriate board committees, including Audit & Risk, Nomination & Remuneration, and Strategy & Investment, as required. • Define governance relationships and accountability between the Group Board, subsidiary boards, shareholders, and executive management. • Establish the foundational governance architecture needed for effective board operations. 2. Board Enablement & Institutional Development • Develop and deliver structured director induction, training, and governance development programs. • Implement board operating calendars, meeting procedures, reporting standards, and documentation practices. • Establish board and individual director performance evaluation frameworks. • Develop director competency matrices, board succession plans, and leadership continuity arrangements. • Support board onboarding, committee effectiveness assessments, and continuous governance improvement. • Train executive management on board reporting responsibilities and governance accountability. • Transfer knowledge and governance capabilities to designated internal teams to ensure long-term sustainability. 3. Strategic Growth & Business Expansion • Advise on Group and subsidiary growth strategies, market expansion, business diversification, and organizational scalability. • Leverage industry expertise and executive networks to facilitate strategic partnerships, major client relationships, and commercial opportunities. • Support expansion across consulting, enterprise technology, AI, cybersecurity, cloud, digital transformation, and managed services. • Guide new venture development, strategic positioning, and market opportunities across Saudi Arabia and the GCC. • Contribute to improved business performance, profitability, institutional maturity, and long-term enterprise value. 4. Investment & Capital Development • Support investment readiness, potential funding rounds, and strategic investor engagement. • Advise on investment structures, corporate valuations, shareholder arrangements, and capital allocation. • Facilitate relevant introductions to institutional investors, private equity firms, family offices, and strategic investment partners. • Guide governance requirements for fundraising, acquisitions, joint ventures, and strategic investment transactions. • Strengthen investment decision-making and portfolio governance. Required Experience & Qualifications • 15+ years of senior-level experience in corporate governance, board development, strategic advisory, executive leadership, or investment management. • Demonstrated and verifiable experience establishing corporate or subsidiary boards from scratch, including board composition, director recruitment, governance frameworks, and board operationalization. • Proven experience serving as a Board Member, Board Chairperson, Governance Advisor, or senior executive working directly with corporate boards. • Strong track record developing governance systems, training directors, evaluating board performance, and implementing succession plans. • Significant experience within management consulting, enterprise technology, AI, digital transformation, investment, or related professional services industries. • Demonstrated contributions to business expansion, strategic partnerships, corporate development, and shareholder value creation. • Experience supporting fundraising, strategic investments, capital restructuring, M&A, or institutional investor readiness. • Strong familiarity with Saudi corporate governance practices, applicable regulatory requirements, and GCC business environments. • Established professional relationships with senior executives, board directors, investors, and business leaders across Saudi Arabia and the GCC. • Excellent strategic judgment, governance expertise, commercial acumen, and executive communication. • Arabic and English proficiency preferred. Previous board membership alone is insufficient. Candidates must demonstrate hands-on experience building and enabling effective corporate boards, supported by tangible achievements. Expected Deliverables & Measurable Outcomes The advisor will be accountable for five primary outcomes during the initial 12-month mandate, with final targets agreed during engagement mobilization. 1. Board Establishment Approved Group and subsidiary board architecture, with agreed priority subsidiary boards established and operationalized, subject to required corporate approvals. 2. Governance Framework Implementation Complete governance frameworks implemented across agreed priority entities, including board charters, committee mandates, delegation-of-authority matrices, reporting procedures, and governance calendars. 3. Board Recruitment & Enablement Approved board competency matrices, recruitment and onboarding completed for agreed director vacancies, and i

15+ years of senior-level experience in corporate governance, board development, strategic advisory, executive leadership, or investment management. Demonstrated and verifiable experience establishing corporate or subsidiary boards from scratch, including board composition, director recruitment, governance frameworks, and board operationalization. Proven experience serving as a Board Member, Board Chairperson, Governance Advisor, or senior executive working directly with corporate boards. Strong track record developing governance systems, training directors, evaluating board performance, and implementing succession plans. Significant experience within management consulting, enterprise technology, AI, digital transformation, investment, or related professional services industries. Demonstrated contributions to business expansion, strategic partnerships, corporate development, and shareholder value creation. Experience supporting fundraising, strategic investments, capital restructuring, M&A, or institutional investor readiness. Strong familiarity with Saudi corporate governance practices, applicable regulatory requirements, and GCC business environments. Established professional relationships with senior executives, board directors, investors, and business leaders across Saudi Arabia and the GCC. Excellent strategic judgment, governance expertise, commercial acumen, and executive communication. Arabic and English proficiency preferred.

Board Establishment & Governance Development: Design and establish subsidiary boards from scratch, including structures, composition, mandates, and operating models; identify, evaluate, and recruit qualified independent and non-executive directors; develop board and committee charters, governance policies, delegation-of-authority frameworks, and decision-making protocols; establish board committees (Audit & Risk, Nomination & Remuneration, Strategy & Investment) as required; define governance relationships and accountability between the Group Board, subsidiary boards, shareholders, and executive management; establish foundational governance architecture for board operations. Board Enablement & Institutional Development: Develop and deliver director induction, training, and governance development programs; implement board operating calendars, meeting procedures, reporting standards, and documentation practices; establish board and director performance evaluation frameworks; develop director competency matrices, succession plans, and leadership continuity arrangements; support onboarding, committee effectiveness assessments, and continuous governance improvement; train executive management on board reporting responsibilities and governance accountability; transfer governance capabilities to internal teams for sustainability. Strategic Growth & Business Expansion: Advise on group and subsidiary growth strategies, market expansion, diversification, and scalability; leverage networks to facilitate partnerships, major client relationships, and commercial opportunities; support expansion across consulting, enterprise technology, AI, cybersecurity, cloud, digital transformation, and managed services; guide new venture development, strategic positioning, and market opportunities in Saudi Arabia and the GCC; contribute to improved performance, profitability, institutional maturity, and long-term enterprise value. Investment & Capital Development: Support investment readiness, potential funding rounds, and strategic investor engagement; advise on investment structures, valuations, shareholder arrangements, and capital allocation; facilitate introductions to institutional investors, private equity, family offices, and strategic partners; guide governance requirements for fundraising, acquisitions, joint ventures, and strategic investment transactions; strengthen investment decision-making and portfolio governance.