Reference: GILA/ID/TRN-076/DRYBULK
Board seat: Independent Director, Non-Executive
Primary board location: Mumbai with vessel and lender meetings
Meeting model: Monthly boards, fortnightly treasury and quarterly vessel reviews
Mandate type: Distress, Restructuring & Turnaround Board Mandate
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A listed dry-bulk ship owner with a mixed-age fleet, foreign-currency loans and exposure to volatile spot and period charter markets.
Fleet consists of 12–18 vessels. Weak rates, off-hire and upcoming dry docks have compressed covenant headroom; options include vessel sales, charter restructuring and new equity.
The board problem and strategic reason for appointment
The director must protect enterprise value without betting on rates. Vessel condition, class, mortgage security, charterparty rights, sanctions and cash waterfall must be visible before decisions.
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 Restructuring/Risk; Audit member; interfaces with technical managers, lenders, brokers and maritime counsel under conflict controls.
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
- Build vessel-by-vessel cash, debt, mortgage and class-condition view; test lay-up, sale, dry-dock and charter alternatives under rate/down-time cases; review sanctions, counterparty and insurance exposure before fixtures; govern lender waivers, related-party management fees and any equity/asset transaction
- Establish a rolling 13-week cash view, decision rights for constrained liquidity, covenant and security visibility, and a board protocol for transactions that could prejudice creditors or minority shareholders.
- Challenge the turnaround thesis plant by plant, contract by contract or route by route; separate reversible operating underperformance from structural value destruction and preserve optionality.
Decision profile sought
Essential evidence
- Shipping turnaround CEO/CFO, maritime lender, restructuring or fleet executive; vessel economics and creditor judgement
Differentiators
- Vessel sale under distress, maritime insolvency or sanctions compliance; technical condition assessment
GILA will assess cash-led turnaround judgement, creditor and insolvency awareness, personal composure under liability risk, and a record of making defensible decisions with incomplete information. 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: Broker, lender, charterer, manager, buyer or related fleet interests; personal freight positions; contingent sale fee.
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 liquidity control, a credible restructuring path and a board record demonstrating informed, conflict-aware decisions in the company’s interest. For this particular seat, the evidence will be:
- Vessel cash and condition drive decisions; covenant runway and downside stay current; transactions follow independent valuation and conflict protocol
Commitment, protection and economics
- Expected load: 32–45 days annually during restructuring.
- Terms: Short renewable term; enhanced fee; marine, pollution and strong D&O/indemnity.
- 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.