Non-Executive Director

Non-Executive Director - Cyprus Location: Cyprus remote Engagement Type: Independent Board Appointment – Services provided against invoice Department: Board of Directors Reporting to: Board of Directors Expected Commitment: Approximately 10 hours per month and 4-6 Board meetings per year Regulatory Status: Appointment subject to CySEC approval About PalWallet Group PalWallet Group is a next-generation financial infrastructure group providing crypto wallets, global payments, card issuing, embedded finance, multi-currency settlement, and digital asset solutions for businesses and consumers. Through PalWallet and PalPayments, we enable companies to integrate modern financial services, including digital assets, global payments, and multi-currency settlement, into their products. PALWALLET LTD (Cyprus) is a newly established entity within PalWallet Group. The entity is being developed to support the Group's European expansion and, subject to the required regulatory approvals, will focus initially on the purchase and sale of crypto-assets for clients. Role Overview The Non-Executive Director will join the Board of PALWALLET LTD (Cyprus) and provide independent oversight, constructive challenge, and strategic guidance as the company prepares its CASP licence application and develops its regulated operations in Cyprus. This is a non-operational Board role. The successful candidate will monitor the performance of the executive management team, support sound governance and risk oversight, and contribute independent judgement to Board decisions. One of the two Non-Executive Directors may be appointed as Independent Chair, subject to the final Board composition and regulatory approval. Key Responsibilities Board Governance & Independent Oversight - Serve as a Non-Executive Director of PALWALLET LTD (Cyprus) and act in the best interests of the company. - Provide independent judgement, constructive challenge, and objective oversight of executive management. - Review and contribute to the company's strategy, business plan, governance framework, and key Board decisions. - Support a clear division of responsibilities, effective decision-making, and appropriate escalation and reporting arrangements. - Be available to serve as Independent Chair if appointed by the Board and approved by CySEC. Risk, Compliance & Regulatory Oversight - Oversee the company's regulatory readiness and progress toward CASP authorisation. - Review the effectiveness of the company's risk-management, compliance, AML, internal-control, and governance arrangements. - Challenge management on material regulatory, operational, financial, technology, conduct, and reputational risks. - Monitor the company's alignment with applicable Cyprus and EU requirements, including MiCA and CySEC expectations. - Support appropriate and transparent engagement with CySEC, auditors, legal advisors, and other professional stakeholders when required. Management Performance & Accountability - Monitor executive management's delivery against the approved strategy, budget, licence plan, and operational objectives. - Review management information and ensure that the Board receives timely, accurate, and sufficiently detailed reporting. - Promote a culture of integrity, accountability, regulatory compliance, and responsible decision-making. - Identify, disclose, and appropriately manage actual or potential conflicts of interest and external appointments. Board & Committee Participation - Prepare for and participate actively in approximately four to six Board meetings per year and additional meetings where reasonably required. - Review Board materials in advance and provide timely, informed input on matters presented for approval. - Participate in relevant Board committees, including Audit or Risk committees, if established and if appointed. - Maintain sufficient availability for an expected commitment of approximately 10 hours per month, with flexibility during the licensing and establishment period. Requirements - Senior leadership, board, advisory, governance, regulatory, legal, accounting, audit, risk, compliance, or business experience relevant to a regulated financial-services company. - Strong understanding of the duties, independence, judgement, and accountability expected of a Non-Executive Director. - Ability to assess complex information, challenge management constructively, and contribute to collective Board decisions. - Sound understanding of corporate governance, risk management, internal controls, and regulatory oversight. - Ability to dedicate sufficient time to the role, including Board preparation, meetings, regulatory engagement, and ad hoc matters when required. - Fluent English, written and spoken. - Ability to satisfy CySEC's fit-and-proper requirements and complete all required regulatory screening and due-diligence documentation. - Impeccable professional reputation, integrity, independence of mind, and sound judgement. - No conflicts of interest or external commitments that would impair the candidate's independence, availability, or regulatory suitability. Nice to Have - Current residence in Cyprus and familiarity with the local financial-services and regulatory environment. - Previous board experience within fintech, payments, an EMI, banking, investment services, crypto, digital assets, or another regulated financial institution. - Experience with CySEC, MiCA, CASP/VASP authorisation, or the establishment of a regulated entity in Cyprus or another EU jurisdiction. - Experience serving as an independent chair or as a member of an Audit, Risk, or Compliance committee. What We Offer - A meaningful Board role in establishing a new regulated entity within PalWallet Group. - The opportunity to influence the company's governance, strategic direction, licensing journey, and risk culture in Cyprus. - Collaboration with experienced executives, fellow directors, and professional advisors across Europe. - An international, high-impact environment at the intersection of regulated finance, payments, and digital assets.