Independent Director — Large Private-Sector Bank | Board Risk Committee Chair

Reference: GILA/7BM/LB01/100826
Entity: Large Indian equity-listed private-sector bank; client confidential
Seat: Independent Director; intended Chair, Board Risk Management Committee
Primary geography: Mumbai, with periodic technology, operations and regional-credit reviews
Expected cadence: 7–8 Board meetings; 8–10 Risk Committee meetings; 4 joint Audit/Risk sessions; annual strategy off-site; two operating reviews

Anonymised corporation profile

The institution is a nationally significant universal bank with deposits in the broad range of ₹6–9 lakh crore, a diversified retail, MSME and wholesale loan book, a large payments franchise and regulated subsidiaries in selected financial services. Its branch network is extensive, but a substantial share of originations and transactions is now digital. The next planning cycle must reconcile high growth expectations with deposit competition, unsecured-credit seasoning, fraud industrialisation, technology concentration and new uses of artificial intelligence.

Calibrated market hint: A combination of a scaled deposit franchise, strong digital acquisition, meaningful cards and unsecured exposure, and a growing affluent proposition may suggest more than one leading private bank. No brand, promoter history, merger, logo or market ranking is disclosed.

Why this seat exists

The Board is separating reputation from evidence. Strong historic asset quality and digital growth cannot substitute for a forward-looking risk appetite that connects product economics, customer conduct, liquidity, operational resilience and capital. The incoming director will replace a retiring risk chair and is expected to challenge growth at the point of product design—not after delinquency, outage or supervisory observation.

This is not a ceremonial banking appointment. The director must be willing to condition, defer or oppose a product, portfolio limit, large exposure, technology migration or model deployment where the evidence is incomplete. Dissent and management commitments must be minuted with precision.

Board authority and boundaries

The appointee is intended to chair the Board Risk Management Committee and join the Information Technology Strategy Committee, with selected Audit Committee participation on expected-credit-loss, provisioning, fraud and control matters. The role sets risk appetite, escalation thresholds and evidence standards. It does not approve individual retail loans, substitute for the CRO, design management models, negotiate with regulators or become a shadow chief executive.

Strategic charter — first 18–24 months

1. Rebuild risk appetite as a linked system of growth, risk-adjusted return, liquidity, capital, conduct and operational-resilience limits, with clear triggers for management action.
2. Require vintage-level evidence on unsecured personal loans, credit cards, merchant cash flows and digitally sourced MSME credit; distinguish benign portfolio seasoning from structural deterioration.
3. Re-underwrite wholesale and commercial exposures by connected counterparty, sponsor, sector, collateral liquidity and refinancing dependence rather than legal borrower alone.
4. Establish a Board view of deposit durability: granular versus rate-sensitive funding, large-depositor concentration, digital run dynamics, intraday liquidity, contingency capacity and transfer-pricing discipline.
5. Govern underwriting, fraud, collection and pricing models through an independent inventory covering data lineage, explainability, bias, overrides, drift, validation and retirement—including third-party and generative-AI tools.
6. Test end-to-end resilience of mobile banking, payments, core systems, cloud dependencies, telecom links and critical vendors against plausible cyber and operational scenarios; require recovery evidence, not slideware.
7. Integrate customer conduct into product economics: mis-selling, dark patterns, consent, grievance ageing, vulnerable-customer treatment, recovery behaviour and outsourced-agent incentives.
8. Challenge ICAAP, stress testing and provisioning under simultaneous credit, liquidity, cyber and macro shocks; require reverse-stress analysis that identifies when the stated strategy ceases to be viable.
9. Protect the authority, access and succession of the CRO, CISO, Chief Compliance Officer and Head of Internal Audit, including private sessions without executive management.

Decisions expected to reach the Board

• Whether to slow a high-return unsecured product whose early delinquencies are within limits but whose recent cohorts rely on weaker bureau and cash-flow signals.
• Whether a major cloud or core-platform migration may proceed when failover tests pass technically but customer recovery time and vendor-exit arrangements remain inadequate.
• Whether a connected corporate group should retain separate borrower limits when economic dependence indicates one risk.
• Whether headline growth should be moderated because deposit pricing, collection capacity and capital consumption make incremental growth value-destructive.

Candidate evidence sought

Essential

• Former bank CRO, enterprise-risk leader, senior credit executive, regulator/supervisor or bank CEO with direct accountability for a large and complex balance sheet.
• Demonstrated judgement through a full credit cycle, liquidity event, material control failure or technology disruption—not only policy authorship.
• Fluency in ALM, capital, stress testing, provisioning, concentration risk, operational resilience and customer conduct.
• Capacity to challenge sophisticated management constructively and to explain a risk decision to shareholders and a regulator without compromising Board confidentiality.

Strong differentiators

• Experience with model-risk governance, digital lending, payments or large-scale bank technology transformation.
• Prior chairing of a regulated financial-services risk committee.
• Evidence of strengthening control functions while preserving management accountability and commercial speed.

Independence, eligibility and conflict hard gates

• Active IICA Independent Directors Databank inclusion at application and appointment; applicable proficiency test passed or a valid exemption documented.
• Compliance with Companies Act independence criteria and applicable SEBI listing rules; DIN/KYC, disqualification, directorship and committee limits verified.
• RBI fit-and-proper and sector-specific requirements to be satisfied to the company’s and regulator’s satisfaction.
• No material current relationship with the bank, promoter group, statutory auditor, material borrower, major fintech/vendor, conflicted lender or professional adviser.
• Full disclosure of personal and connected-party borrowing, investments, advisory interests and close-relative relationships relevant to the banking group.

Candidate-side diligence before consent

Shortlisted candidates will receive, under confidentiality, recent supervisory themes, Risk and Audit minutes, portfolio/vintage packs, top concentrations, liquidity and capital dashboards, model inventory, material incidents, customer-conduct trends, D&O terms and open management commitments. Candidates should not consent until satisfied that information flow, private access to control functions, minutes, indemnities and remediation authority match the personal exposure of the office.

Outcomes expected by month 12

• A Board-approved risk appetite with product-level early warnings, owners, intervention rules and documented exceptions.
• A consolidated connected-counterparty and deposit-concentration view used in actual pricing and limit decisions.
• Independent validation and deployment gates for all material credit, fraud and AI models.
• At least one severe but plausible cyber/liquidity simulation closed with evidenced recovery improvements.