Reference: GILA/ID/ESG-048/DCSUST
Board seat: Independent Director, Non-Executive
Primary board location: Chennai and Hyderabad campuses
Meeting model: Five boards, quarterly sustainability/investment and facility visits
Mandate type: ESG, Sustainability & BRSR Director
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A listed data-centre developer with large campuses in water- and grid-constrained markets, financed partly through green and sustainability-linked instruments.
Committed capacity is 200–350 MW. Renewable procurement, water stewardship, backup generation and embodied carbon claims are central to customer contracts and financing margins.
The board problem and strategic reason for appointment
The board needs a sustainability director distinct from the technology-resilience seat. The mandate is to test attribution, additionality, resource constraints and whether financing KPIs can be assured without gaming boundaries.
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
Chair of Sustainability; Investment and Audit member for green-finance KPIs and capex; direct access to energy, facilities and assurance owners.
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
- Validate renewable-energy matching, certificate retirement and residual grid claims by campus; govern water-source, discharge and drought scenarios with local stakeholder evidence; review embodied-carbon and equipment lifecycle assumptions in new builds; test sustainability-linked financing baselines, calculation boundaries and penalty/step-up triggers
- Connect sustainability metrics to capital allocation, operating risk, customer access and cost of capital; reject a reporting-only programme detached from plant and supply-chain decisions.
- Create control ownership for material sustainability data, boundary decisions, estimates and assurance evidence, with documented treatment of value-chain information and green claims.
Decision profile sought
Essential evidence
- Energy procurement, data-centre infrastructure, climate finance, engineering or sustainability assurance leader; board capital judgement; KPI control depth
Differentiators
- Open-access/renewable contracting, green bonds or water-stressed facility operations; external assurance experience independent of current provider
GILA will assess operating or investment decisions involving environmental and social trade-offs, data assurance, stakeholder judgement and resistance to both greenwashing and empty anti-ESG rhetoric. 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: Power seller, certificate trader, EPC, lender or assurance-provider ties; current competitor board; prior design of the exact KPIs under review.
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 decision-useful sustainability governance, assured material data and a transition plan linked to economics rather than slogans. For this particular seat, the evidence will be:
- Campus-level energy/water data assured; green-finance KPIs withstand recalculation; resource constraints and embodied impacts shape investment approvals
Commitment, protection and economics
- Expected load: 22–28 days annually.
- Terms: Five-year term; chair fee; climate-disclosure, environmental and D&O cover.
- 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.