Reference: GILA/LC/LC06/2608
Entity: Large Indian equity-listed company; client name confidential
Seat: Independent Director, Non-Executive
Primary board geography: New Delhi and Kolkata with project/manufacturing reviews across India and overseas
Expected governance cadence: Six boards, six Project/Risk meetings, quarterly Audit sessions and major-project gates
Status: Confidential retained search; identity released after conflict pre-clearance and NDA.
Anonymised corporation profile
A large listed engineering and capital-goods group supplying power equipment, rail systems, industrial machinery and complex project services to public and private customers in India and export markets.
Revenue exceeds ₹50,000 crore and the order book is more than twice annual revenue. Project duration, customer access, commodity cost, foreign currency, guarantees, localisation and acceptance drive cash conversion.
Calibrated market hint: The mixed power, rail and industrial portfolio and eastern/northern governance footprint evoke several engineering majors. Any candidate inference must remain confidential and be disclosed to GILA solely for conflict screening.
Why this board seat exists
The appointment is designed around order-book quality and project truth. The board needs a director who can distinguish awarded, executable and cash-generating backlog and challenge large bids before commercial enthusiasm becomes long-tail liability.
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
Independent Director; Chair of Project & Enterprise Risk Committee; Audit member for contract accounting, claims, guarantees and provisions; independent participation in bids above the board threshold.
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
- Classify order book by notice to proceed, financing, access, design maturity, supply readiness, guarantees and customer payment
- Require independent estimate-at-completion and schedule-confidence review for every material project
- Govern bid red teams for scope, interface, escalation, foreign exchange, localisation, tax and liquidated damages
- Separate certified claims, submitted claims, internal assessments and cash recovery
- Review bank guarantees, bonding, advances, working capital and customer concentration across entities
- Test quality, supplier, counterfeit-part and product-safety controls for critical equipment
- Oversee export controls, sanctions, local partners and government-customer conduct
- Conduct portfolio-level stop, exit, provision or management-change decisions before losses become accounting surprises
Decisions expected to reach the board
- Whether a major low-margin bid should be pursued for strategic entry
- Whether an overdue claim remains recognisable
- Whether management must pause a project or change leadership before customer acceptance fails
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
- Engineering/EPC CEO, major-project executive, industrial CFO, project-risk or public-infrastructure leader with listed-board judgement
- Ability to read schedules, contracts and cash
- Experience refusing or restructuring a strategically attractive but value-destructive bid
- Independence from government, customer and contractor networks
Strong differentiators
- Power/rail/industrial systems integration
- Global EPC claims or arbitration
- Large export project under sanctions/localisation constraints
- Audit or Risk Committee chairmanship in project businesses
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
Relationships with government customers, EPC/JV partners, subcontractors, suppliers, banks, claims advisers, auditors or competitors; political intermediary roles; success fee or arbitration interest.
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
- Order book is classified by execution and cash evidence
- Project estimates move before late-stage surprises
- Guarantees/claims stay visible
- Bid and export decisions follow documented risk appetite
Time, indicative remuneration and protection
- Expected commitment: 32–40 days annually with project and bid peaks.
- 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.