Reference: GILA/LC/LC07/2608
Entity: Large Indian equity-listed company; client name confidential
Seat: Independent Director, Non-Executive
Primary board geography: Bengaluru with delivery-centre and global client governance sessions
Expected governance cadence: Six boards, six Technology/Strategy meetings, five NRC interactions and quarterly Audit/Risk reviews
Status: Confidential retained search; identity released after conflict pre-clearance and NDA.
Anonymised corporation profile
A large listed IT services and consulting company serving global banking, retail, manufacturing, communications and public-sector clients through delivery centres across India and multiple overseas jurisdictions.
Revenue exceeds USD 10 billion and the workforce is above 150,000. Generative AI, vendor consolidation, pricing pressure, immigration, utilisation, acquisitions and large-deal concentration are changing the delivery model.
Calibrated market hint: Scale, multi-vertical portfolio and Bengaluru base indicate a small group of Indian global technology-services majors. Any candidate inference must remain confidential and be disclosed to GILA solely for conflict screening.
Why this board seat exists
The board seeks an independent director who can challenge the economics and human consequences of AI-enabled delivery. The mandate is not for a technology celebrity; it requires judgement about contracts, talent, client reliance, cyber and capital returns.
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 Technology, AI & Strategy Committee; NRC member for workforce/succession and Audit/Risk member for revenue, cyber and major-deal judgements.
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
- Build an evidence framework for AI productivity by task, delivery unit, quality, client acceptance, price capture and workforce effect
- Govern client data, model/vendor use, IP, hallucination, human review and contractual liability
- Challenge large deals for transition cost, productivity commitments, rebadged workforce, termination and concentration risk
- Reconcile bookings, TCV, ACV, backlog, revenue, renewal and cash using controlled definitions
- Review utilisation, subcontracting, bench, attrition, reskilling and pyramiding without encouraging short-term cuts that damage delivery
- Oversee cyber, privileged access, software supply chain and crisis recovery across client environments
- Test acquisition and platform investments against organic capability, impairment and integration
- Link CEO/business succession and remuneration to organic cash, client outcomes, security, talent and responsible AI—not headline deal wins alone
Decisions expected to reach the board
- Whether AI savings should be shared with a client before evidence stabilises
- Whether a transformational deal’s risk-adjusted return is acceptable
- Whether workforce reductions threaten delivery, controls or future capability
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
- Global IT services CEO/business leader, enterprise technology executive, client CIO, cyber/risk leader or professional-services board director
- P&L and large-deal judgement
- Ability to understand AI beyond demonstration value
- Experience governing a global workforce and customer contracts
Strong differentiators
- AI transformation with measured economics
- Major outsourcing transition or failed deal turnaround
- Global cyber incident
- NRC leadership during workforce-model change
- Technology-services IPO or mega-cap board
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 major clients, hyperscalers, AI/model companies, subcontractors, acquisition targets, competitors, auditors or executive-search firms; paid technology evangelism; coaching senior internal candidates.
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
- AI productivity reconciles to quality, pricing and cash
- Large deals have transparent downside and exit criteria
- Workforce/cyber indicators lead rather than lag
- External metrics reconcile to contracts and audited reporting
Time, indicative remuneration and protection
- Expected commitment: 34–42 days annually with global client and cyber-event availability.
- 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.