Reference: GILA/ID/SUC-013/CERAM
Board seat: Independent Director, Non-Executive
Primary board location: Ahmedabad and Morbi manufacturing cluster
Meeting model: Five board meetings, quarterly risk reviews and two plant visits
Mandate type: Planned Tenure-Expiry Succession
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A listed manufacturer of large-format ceramic slabs and engineered surfaces with gas-intensive plants, dealer distribution and exports to North America, Europe and the Middle East.
Revenue is ₹3,500–5,000 crore. The long-serving sector director completes a second term in nine months as the company commissions a premium slab line and responds to trade-remedy actions abroad.
The board problem and strategic reason for appointment
The outgoing director’s manufacturing knowledge is deep, but the next cycle requires export-market, trade-compliance and energy-risk governance. The search starts early to permit a two-board-cycle overlap without compromising independence.
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
Risk Committee Chair after succession; member of Audit for inventory, rebates and trade provisions; observer during one overlap cycle before formal appointment if legally appropriate.
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
- Capture unresolved plant, dealer and export-risk matters from the outgoing director in a board-owned register; challenge kiln utilisation and premium-line returns under gas-price and demand scenarios; review anti-dumping, origin, sanctions and distributor-credit exposures by market; reset dealer rebate, channel inventory and product-claim oversight
- Use the overlap period to transfer committee memory, recurring judgement calls, regulator history and unresolved board actions without turning the successor into a replica of the incumbent.
- Refresh the skills matrix against the next strategy cycle, not the previous one, and set an evidence-based board-evaluation objective for the first full year after succession.
Decision profile sought
Essential evidence
- Ceramics, building products, process manufacturing or export-commercial executive; listed-board readiness; energy and trade-risk judgement
Differentiators
- North American distribution or EU trade-remedy experience; succession from a strong incumbent without deference
GILA will assess future-fit capability, willingness to learn during a structured overlap, independence from the incumbent network, and capacity to refresh rather than merely preserve. 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: Distributor ownership, kiln-equipment/vendor relationships or current competitor seats; personal dependence on the outgoing director’s network; trade-litigation adverse interests.
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 continuity of oversight with a visible upgrade in the capability required by the next strategic cycle. For this particular seat, the evidence will be:
- Zero loss of unresolved committee memory; new premium-line hurdle tracking approved before capital release; export and channel risks reported using forward indicators
Commitment, protection and economics
- Expected load: 20–24 days annually plus structured overlap.
- Terms: Five-year term commencing after predecessor cessation; overlap compensated only as legally permissible; standard D&O and site access.
- 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.