Reference: GILA/LC/LC04/2608
Entity: Large Indian equity-listed company; client name confidential
Seat: Independent Director, Non-Executive
Primary board geography: Mumbai with primary and disaster-recovery technology sites
Expected governance cadence: Board and committee cadence set by securities-market regulations, including at least six intensive risk/technology cycles and live resilience exercises
Status: Confidential retained search; identity released after conflict pre-clearance and NDA.
Anonymised corporation profile
A large listed securities-market infrastructure group operating exchange, clearing, settlement, index/data and technology services under extensive regulatory oversight.
Transaction volumes are systemically important and technology availability is measured in seconds, not days. The group manages member risk, collateral, default resources, surveillance, market data, cyber defence and multiple regulated subsidiaries.
Calibrated market hint: The combination of exchange, clearing, index and technology businesses describes a very small market-infrastructure peer set; no product, market share or regulatory matter identifies the entity. Any candidate inference must remain confidential and be disclosed to GILA solely for conflict screening.
Why this board seat exists
The mandate is for a candidate capable of protecting market integrity when commercial growth, member interests and public-interest obligations diverge. Final designation as Independent Director, Public Interest Director or another prescribed category will be determined strictly under current SEBI market-infrastructure rules and approvals.
This is a large-corporation stewardship appointment, not a prestige seat. The director will be expected to form a view independently of promoter, management, government, lender, customer and institutional-investor pressure—and to ensure dissent, conditions and unresolved evidence are accurately minuted.
Board position, committee authority and boundaries
Board member with intended leadership of Technology & Operational Resilience and participation in Risk/Member/Regulatory committees as permitted. The person will not trade on privileged market information, represent a member or direct surveillance cases.
The appointee sets questions, risk appetite, evidence standards and accountability. Management owns execution. The director must not become a shadow executive, transaction sponsor, government liaison, vendor selector or paid adviser to the business.
Strategic charter — first 18–24 months
- Set risk appetite for trading, clearing, settlement, collateral, member default and concentration under extreme-but-plausible scenarios
- Test primary/DR capacity, failover, data integrity, cyber containment and return-to-service under peak volumes
- Review margin, collateral, stress testing, default waterfall and liquidity assumptions with independent model challenge
- Govern surveillance independence, alert quality, case escalation and conflicts with commercial/member relationships
- Oversee technology releases, third-party/open-source dependencies, privileged access and software-supply-chain risk
- Protect market-data, index and co-location governance from information asymmetry or unfair access
- Rehearse member default, market disruption, ransomware and erroneous-trade decisions with regulators and critical counterparties
- Ensure regulated subsidiaries retain entity-level boards, capital, risk and escalation rather than relying on group averages
Decisions expected to reach the board
- Whether to restrict a member before losses crystallise
- Whether a release should be rolled back during volatile markets
- Whether commercial data products create unfair or conflicted access
The search will test how the candidate makes these decisions with incomplete information, competing stakeholder interests and material downside—not whether the candidate can recite a governance framework.
Candidate evidence sought
Essential
- Exchange, clearing, central-bank/market regulation, capital-markets risk, mission-critical technology or cyber leader meeting all fit-and-proper and public-interest requirements
- Ability to govern systemic rather than ordinary enterprise risk
- Strong independence from trading members and intermediaries
- Experience making high-consequence decisions in real time
Strong differentiators
- CCP default management or stress testing
- National-scale financial-market outage/cyber response
- Market surveillance or market-abuse policy
- Board experience at regulated infrastructure outside India
GILA will test intellectual independence, preparedness, dissent behaviour, information discipline, crisis judgement and the ability to remain non-executive while still being consequential.
Statutory, listing and independence gates
Candidates must satisfy the then-current Companies Act, SEBI LODR and entity/sector requirements, including Section 149(6) independence; IICA Databank and proficiency/exemption status; valid DIN/KYC; Sections 164–165; Schedule IV; applicable listed-board and committee ceilings; Regulation 16 independence; Regulation 17A directorship limits; Regulation 26 committee limits; and any sector fit-and-proper or regulatory approval. Appointment, reappointment or removal will follow applicable shareholder-approval requirements.
Independent Directors cannot receive stock options. Securities ownership and trading, relatives’ interests, former employment, pecuniary relationships, audit/advisory look-backs, promoter-group exposure and interlocking directorships will be verified against current law and the client’s complete group structure.
Mandate-specific conflict screens
Any material relationship with brokers, trading members, clearing banks, custodians, market makers, data vendors, index licensees, competitors or regulated advisers; active trading patterns inconsistent with the role; regulator cooling-off issues.
Candidates carrying near-limit board portfolios, recurring consulting practices or commercial introduction expectations will be assessed for real availability and independence even where technical ceilings are not breached.
First-year board outcomes
- Default and liquidity resources withstand independent challenge
- Resilience tests demonstrate recovery at peak load
- Surveillance and technology control functions retain direct board access
- Regulatory/public-interest decisions are documented separately from commercial benefit
Time, indicative remuneration and protection
- Expected commitment: 34–44 days annually plus immediate availability during market disruption.
- Sitting fees: At the company’s approved rate, up to the statutory ceiling per eligible Board or committee meeting; actual meeting count and eligibility govern payment.
- Expenses: Board-approved travel and participation expenses reimbursed at actuals and excluded from the indicative range.
- No equity: No stock options for an Independent Director. No transaction success fee, vendor commission, customer referral fee or separate promoter/fund compensation.
- Approval caveat: NRC and Board recommendation, shareholder approval and any special resolution required under SEBI LODR—including concentration of remuneration among non-executive directors—must be obtained.
- Protection: Appointment letter, statutory access and information rights, D&O appropriate to the enterprise and top-listed-entity requirements, advancement of defence costs, investigation/securities cover, run-off after cessation, minuting of dissent and access to independent professional advice.
Search and appointment process
Conflict pre-clearance → GILA/SYMPHONY™ listed-board assessment → sector-specific decision case → regulator/reputation and statutory checks → reference triangulation with board peers and control functions → NRC interaction → independent-director and full-board interviews → document-led candidate diligence under NDA → special-resolution/shareholder process and regulatory approval where applicable.