Reference: GILA/ID/DEBT-079/AIRPORTSPV
Board seat: Independent Director, Non-Executive
Primary board location: Bengaluru with airport-site meetings
Meeting model: Five boards, six Audit/Risk and lender-information reviews
Mandate type: HVDLE and Debt-Listed Governance Mandate
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A pure debt-listed airport concession company within a larger infrastructure group, owning one operational regional airport and a major capacity expansion.
Outstanding listed non-convertible debt is ₹3,000–4,500 crore. Passenger growth is strong, but expansion capex, traffic sensitivity, aeronautical tariff resets and group service arrangements affect creditor protection.
The board problem and strategic reason for appointment
The entity’s current HVDLE and Chapter VA applicability must be confirmed against the law and transition provisions at appointment. Regardless of label, the board requires independent debt, related-party and project oversight.
The board is not buying a credential. It is appointing an independent decision-maker who can convert this problem into a governed sequence of choices, evidence and accountability. Success will be judged by the quality of decisions and control improvement, not by the number of recommendations made.
Board position, authority and interfaces
Audit Committee member and Chair of Risk/Treasury; direct access to trustee/lenders, CFO, project monitor and concession compliance.
The appointee will have direct, unfiltered access to the Company Secretary and to the relevant control-function leaders. Any advisory support requested by the board must remain management-executed: the director sets questions, tolerances and evidence standards, but does not become an executive or consultant.
First 12–18 month strategic charter
- Map debt covenants, security, reserves, distribution locks and rating sensitivities; govern expansion capex, contingency and traffic downside; review group management, property, procurement and cash-sweep arrangements; test tariff, concession and business-interruption scenarios against debt service
- Treat debt investors as governance stakeholders: establish oversight of covenant headroom, security perfection, cash waterfalls, rating sensitivities, asset-liability mismatches and disclosure of payment risk.
- Build the Chapter VA/other applicable debt-listing governance calendar around the entity’s actual classification, with related-party, committee, D&O and disclosure requirements legally validated at appointment.
Decision profile sought
Essential evidence
- Airport/infrastructure finance, project lender, treasury or debt-capital-markets leader; related-party independence; committee capability
Differentiators
- Concession tariff, project monitoring or bond trustee experience; refinancing under construction risk
GILA will assess treasury and creditor judgement, debt-capital-markets literacy, related-party independence and the ability to challenge a sponsor whose equity incentives differ from creditor protection. Candidates should expect a case discussion based on an ambiguous board decision from this mandate, not a career-history interview alone.
Independence, suitability and downside diligence
The search will apply Section 149(6), Sections 164–165, Schedule IV and the applicable listing or sector rules to the entity’s legally verified status at the appointment date. Databank/proficiency status, listed-entity directorship and committee ceilings, pecuniary relationships, relatives’ interests, recent audit/advisory work and interlocking directorships will be checked. The appointment is subject to formal legal and secretarial confirmation; this posting is not a substitute for that determination.
Mandate-specific screens: Sponsor, airport contractor, airline, lender, trustee, rating agency or valuer ties; holdings in securities under review; group allegiance.
Before accepting the seat, the candidate will receive under NDA the latest board composition, committee charters, material litigation/regulatory schedule, related-party map, last audited accounts, current D&O policy and the specific risk papers necessary to make an informed liability assessment.
Twelve-month outcomes
The board expects predictable debt governance, defensible related-party decisions and early board visibility of any threat to servicing or security. For this particular seat, the evidence will be:
- Debt service and covenant headroom visible under downside; project and group transactions independently governed; trustee/disclosure information timely and consistent
Commitment, protection and economics
- Expected load: 24–30 days annually.
- Terms: Five-year/tailored term based on HVDLE status; chair fee; D&O expressly aligned with current debt-listing requirements.
- Protection: Appointment letter, deed of indemnity where legally available, appropriate D&O cover including discovery/run-off terms, access to independent advice under the board-approved protocol, and complete minuting of dissent.
- Equity: No stock options where the appointment is legally an independent-director seat subject to Section 149(9). Any private-company structure outside that perimeter will be expressly classified and separately advised; no equity is implied by this posting.
Search process
Conflict pre-clearance → GILA/SYMPHONY™ board-fit interview → mandate case → document-led diligence under NDA → references from board peers and control functions → NRC/owner interviews → statutory, regulatory and reputation checks → board recommendation. Candidate consent, disclosures and appointment approvals will follow the law and the entity’s constitutional documents.