Northern Providence Investments
Independent Non-Executive Director – Special Purpose Vehicles (SPVs) (#00963-01)
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Job Title: Independent Non-Executive Director – Special Purpose Vehicles (SPVs)
Location: Remote (London, UK Preferred)
Job Type: Part-Time / Non-Executive Director
Workplace Type: Remote
About the Role & Mandate
Northern Providence Investments has been retained by an institutional client to identify an Independent Non-Executive Director to serve on the Board of Directors for Special Purpose Vehicles (SPVs), Issuers, and Holding Companies across structured finance, securitisation (ABS/RMBS/CLO), and private credit transactions.
This role provides core fiduciary oversight, robust corporate governance, and independent decision-making for the SPV structure. The primary mandate is maintaining bankruptcy-remote structural integrity, upholding statutory duties under the UK Companies Act 2006, and protecting entity governance during routine operations as well as potential restructuring or distressed scenarios.
While fully remote, preference will be given to candidates based in or with strong professional ties to London / the UK to ensure alignment with UK transaction counsel, trustees, and corporate service providers.
Key Responsibilities
Corporate Governance & Fiduciary Oversight
- Act as an Independent Director across assigned SPV boards for scheduled and ad-hoc board meetings.
- Discharge fiduciary duties under UK company law (e.g., Section 172 duties), exercising objective judgment free from external influence.
- Preserve bankruptcy-remote status by reviewing and enforcing organic covenants, non-petition provisions, and limited-recourse structures.
- Vote on "Material Actions" (e.g., insolvency filings, major amendments, structural reorganizations) strictly per transaction criteria and fiduciary standards.
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Transaction Lifecycle & Documentation
- Review and execute transaction documentation, including Offering Circulars/Prospectuses, Trust Deeds, Servicing Agreements, and Swap Agreements.
- Engage with noteholders, trustees, and legal counsel during workouts or restructuring events to evaluate enforcement options.
- Review and sign off on annual audited financial statements, Companies House filings, and corporate secretarial resolutions.
Independence & Regulatory Compliance
- Maintain strict independent status relative to the Originator, Sponsor, Servicer, and noteholders.
- Collaborate with UK corporate service providers while keeping clear boundaries between administrative tasks and director-level fiduciary decisions.
- Ensure adherence to UK tax regimes (e.g., Securitisation Tax Regulations), FATCA/CRS, and UK AML/CTF obligations.
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What We’re Looking For
- Experience: 10+ years of senior experience in structured finance, securitisation, debt capital markets, or legal counsel. High-performing candidates with a demonstrated track record in SPV governance and complex transaction execution will also be considered regardless of tenure.
- Domain Knowledge: Deep expertise in UK SPV governance, trust structures, insolvency frameworks (Insolvency Act 1986), and transaction waterfalls.
- Credentials: Degree in Law, Finance, Economics, or Business. Advanced qualifications (LL.M., JD, MBA, CFA, ACA/ACCA) or director accreditation (e.g., IoD) preferred.
- Location: Remote, with a strong preference for candidates based in or easily accessible to London, UK.
Confidentiality & How to Apply
All applications and candidate details will be handled with strict confidentiality by Northern Providence Investments. Client and transaction details will be disclosed to shortlisted candidates following initial screening.
Click Apply on LinkedIn or submit your CV directly to careers@northernprovidence.com
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