The governance pack the Risk Committee Chair will want before engagement.
Independent financial-risk advisors who are engaged on regulatory-capital and supervisory matters are, at Tier-1 banks, engaged by the Board. Every Non-Executive Director we have worked with has, before signature, asked a version of the same five questions. This page answers them in the order they are asked: independence, conflicts, partner bios, professional indemnity cover, and the reference process. Everything here is on the record, in writing, and the responsibility of the Managing Partner.
Ezelman is structurally independent. No audit, no software, no placement fee.
Independence in financial-risk advisory is a small-boutique question dressed up as a Big-4 question. At scale, it is nearly impossible to hold; at boutique scale, it is the only thing we sell. The answers below are the architecture. If any one of them changes, the Board will be notified in writing before the next mandate signature.
Four lines we do not cross, by design.
What this unlocks. Because Ezelman does not hold an audit practice, does not sell software, and does not take placement economics, the senior advisory opinion presented to the Risk Committee is free of the commercial incentives that systematically distort the advice Boards receive from larger firms. This is not a marketing point. It is the operating constraint of the firm.
The conflict check runs before the proposal, not after.
At large firms, the conflict check is a compliance step at the end of a sales cycle. At Ezelman it is the first conversation, on the first call. The rules below are the ones the Managing Partner applies before a proposal is written — not after it is signed.
The three tests every new engagement passes.
- Peer-institution test. Ezelman will not hold two live mandates on the same supervisory question (e.g. the same ECB thematic review, the same SAMA programme, the same IRB recalibration cohort) at two peer institutions in the same market at the same time. If a second peer asks, we decline. No exceptions.
- Same-supervisor test. Where two clients have overlapping supervisory dialogues with the same Joint Supervisory Team, Ezelman will partition delivery teams, partition documentation, and disclose the structural arrangement to each client’s Risk Committee Chair in writing before the second mandate begins. The client retains a right to veto.
- Prior-role test. Where a partner or senior advisor has, within the previous 24 months, held an executive or advisory role at the counterparty of a proposed mandate — a vendor being evaluated, an auditor being challenged, a regulator whose guidance is being interpreted — that partner is removed from the engagement and a note is placed in the file. A standing 24-month cooling-off applies to any supervisory role.
Every Ezelman partner signs a personal conflicts declaration at mandate signature.
The declaration lists: prior employment with the client (none undisclosed), prior employment with the client’s supervisor, prior employment with peer institutions in the same market, ownership interests in any counterparty, immediate-family interests at the client, and any ongoing personal consulting relationship outside the Ezelman roster. The declaration is renewed annually, on each new mandate, and on any change in personal circumstances.
Where a declaration would otherwise be blank for formality’s sake, we note explicitly that it is blank. An empty conflicts page is the answer. A conflicts page that says “none known” without a declaration underneath it is not.
Three engagement patterns Ezelman refuses, for conflict reasons.
- No ‘secondary advisor’ mandates to validate a first advisor’s work. Where a Board asks us to review another advisor’s output, we will only accept the mandate if the first advisor is copied on terms of reference and the review scope is disclosed to them in writing. Ezelman does not run covert second-opinion work.
- No parallel regulator engagement. Ezelman does not hold simultaneous paid work from a bank and from that bank’s primary supervisor. Where we provide thought-leadership input to a supervisor on a topic, we disclose this on every client proposal in that topic area.
- No success fees tied to supervisory outcomes. Ezelman will not price a mandate on “if Pillar 2G is lower than X bps you pay us Y.” Supervisory outcomes are a product of a thousand factors the advisor does not control, and the moment success fees enter the room the advice bends. We bill for time and effort.
The senior leadership the Risk Committee will speak to.
Ezelman operates a partner-led model. Every mandate has a named partner signing the engagement letter, chairing the steering committee, and presenting to the Board where required. No mandate is delegated to a junior team supervised at distance. The bios below are the senior leadership the Risk Committee will encounter.
Hannan Mohammad is the founder and Managing Partner of Ezelman. He brings 20 years inside European G-SIBs — on their desks and through senior regulatory mandates delivered inside their risk functions. Previously Director, Financial Risk Management at KPMG France, he led CRR3 implementation programmes, ECB on-site inspection responses and supervisory stress-testing exercises across credit-risk, counterparty-risk and Pillar 2 domains.
He chairs every Ezelman engagement in Europe directly, signs every engagement letter, and is the named partner on every credit-risk OSI, Pillar 2G defence and CRR3 implementation mandate the firm holds. He is the Board’s point of contact.
Beyond the Managing Partner, every Ezelman mandate is staffed from a capped roster of senior advisors.
The Ezelman senior roster is a closed population of directors, senior managers and former supervisors with a minimum of fifteen years of in-bank regulatory experience. We do not staff mandates with junior consultants supervised at distance. The minimum hiring seniority at Ezelman is Director — this is a standing firm policy and is stated explicitly on the Careers page.
Named senior roster for any given mandate is disclosed to the Risk Committee before signature. CVs, supervisory references and personal conflicts declarations for every named senior are provided on request. Where the mandate involves specialist disciplines (model validation for IRB, ICAAP documentation, ORSA, IFRS 9) the senior leading that stream is named in the engagement letter and attends every steering committee in person.
Professional indemnity insurance, underwritten at G-SIB mandate scale.
Ezelman carries professional indemnity and civil liability insurance calibrated to the typical mandate size and the plausible downside of a senior regulatory-advisory engagement at a G-SIB. The policy is not decorative. A certificate of insurance is produced, unredacted, to the General Counsel of every client at contract signature and is renewable annually.
The policy line-items the General Counsel will check.
Caps of liability, carve-outs and the walk-away clause.
Ezelman’s standard engagement letter caps contractual liability at three times the mandate fee, with the uncapped carve-outs that are customary in senior regulatory advisory: fraud, wilful misconduct, breach of confidentiality and breach of data protection law. We do not request uncapped liability in our own favour; we do not accept uncapped liability running the other direction either.
Every Ezelman engagement letter contains a walk-away clause: where the client instructs the firm to advance a position the Managing Partner judges incompatible with the applicable supervisory framework or professional standards, Ezelman reserves the right to resign the mandate on written notice with no further fee, rather than document a position we do not hold. This clause is not negotiable in either direction.
Five steps from first Board conversation to mandate signature.
Every new Board engagement at Ezelman runs through the same five-step reference process. The process is designed to put the Risk Committee Chair in direct contact with two peer Chairs Ezelman has worked for, before any engagement letter is signed. The process is not reversible — we will not compress it, and we will not skip step three.
On peer-chair references specifically. The two peer Chairs Ezelman will introduce are always currently or recently serving Non-Executive Directors at peer institutions in a comparable jurisdiction. Where the Risk Committee would prefer a reference from a more specific angle — a former Head of Risk, a former JST coordinator, a serving CRO — that is accommodated on request. The reference introductions are never paid for, scripted or moderated.
Everything above, in a single governance pack.
The five disclosures on this page are consolidated in a single governance pack: independence letter, conflicts register, partner bios, PI certificate, standard engagement letter with walk-away clause, and the reference-process SLA. The pack is produced to the Board Secretary on request and is renewable annually. No NDA required to receive it.