Independent Director — Auto Components (Global Operations)

Reference: GILA/ID/AC-GLOB/2608 Board seat: Independent Director, Non-Executive Board meeting locations: Western India, with two meetings per year at an overseas subsidiary Term: Five consecutive years, eligible for one re-appointment Status: Live.

Anonymised client snapshot

A listed Indian auto component group with a materially international footprint — structurally distinct from a domestic-only Tier-1.

• Consolidated revenue in the ₹18,000–35,000 crore range, of which more than half originates outside India, generated by subsidiaries rather than by exports from India.
• 25–40 manufacturing locations across India, Continental Europe, North America and one or more ASEAN geographies, the majority acquired rather than built.
• Growth has been acquisition-led over fifteen years — a sequence of distressed or non-core carve-outs from European and North American OEMs and Tier-1s, integrated with varying degrees of success.
• Product portfolio spans metal-forming, precision machining and assembled sub-systems, with a customer base of global OEMs across passenger vehicles, commercial vehicles and off-highway.
• Family-promoted and promoter-chaired, with a professional group CEO and country-level managing directors; promoter holding in the 40–55% band.
• A material portion of European operations sits within works-council and co-determination jurisdictions, with the governance and restructuring constraints that implies.
• Within the top 200 listed entities by market capitalisation.

Why this seat exists

This board's central governance problem is not Indian. It is that a Mumbai or Pune boardroom is asked, four to six times a year, to exercise oversight over thirty operating units in a dozen countries, most of which it will never visit, whose management it did not appoint, whose statutory auditors are component auditors rather than group auditors, and whose local legal exposure — labour, environmental, competition, sustainability due diligence — is governed by regimes the board has no native fluency in.

Most Indian groups that have globalised through acquisition have solved this badly. They either govern the subsidiaries too loosely, discovering problems through a component auditor's memo two quarters late, or too tightly, destroying the operating autonomy that made the acquisition work.

This seat is for a director who has actually governed a cross-border industrial group and knows where the reporting lines break.

Board and committee position

Board of eleven. This appointment fills a seat vacated by an independent director who resigned on relocation.

• Audit Committee — Member, with a specific standing brief on subsidiary and component-auditor oversight and on the group's transfer pricing position.
• Risk Management Committee — Chair, with the international risk register as the central agenda.
• Overseas Operations Review Committee — Member. A non-statutory committee constituted by the board to give structured attention to the foreign subsidiary portfolio between board meetings.
• NRC — Member, given the complexity of a compensation architecture spanning four currency and market contexts.

Twelve to twenty-four month charter

1. Fix the subsidiary information architecture. Under Regulation 24 of SEBI LODR the board must have visibility into material subsidiaries, and an independent director of the listed entity is required on the board of any unlisted material subsidiary, including a foreign one. In practice, the harder question is what the group board actually sees from the non-material subsidiaries — where problems usually originate. Design the reporting standard and insist on it.
2. Component auditor oversight. Under SA 600, the group auditor's reliance on component auditors is bounded and must be documented. The Audit Committee should understand which components are audited by whom, what the group auditor's involvement in each was, and where reliance is thinnest. This is the single most common source of unpleasant surprises in Indian multinational groups.
3. Transfer pricing and the international tax stack. Master File and Country-by-Country reporting obligations under Section 92D and Rule 10DA; the defensibility of the group's intra-group pricing on royalties, management fees and captive services; ongoing transfer pricing disputes by jurisdiction; and Pillar Two exposure arising in those jurisdictions that have implemented the GloBE rules, where the top-up tax liability may arise abroad regardless of the Indian position.
4. Acquisition integration honesty. For each acquisition of the last decade: the goodwill and intangibles still carried, the impairment testing assumptions, the synergy case as underwritten versus delivered, the retained versus departed leadership, and whether any unit is now a permanent drag being cross-subsidised by the Indian business. Boards are reluctant to force this conversation. It is precisely what an independent director is for.
5. European labour and restructuring constraint. Works council consultation obligations, collective agreements, redundancy cost and timeline in each jurisdiction, and the practical difference between what the board can decide and what the board can implement. A restructuring decision taken in India without this understanding will be delayed by two years and cost three times the estimate.
6. Sustainability due diligence exposure. The German supply chain due diligence law, the EU's sustainability due diligence and reporting regime — whose scope and timing have been subject to ongoing revision — and the flow-down of OEM customers' own due diligence obligations into supply contracts. Non-compliance risk here presents first as customer de-nomination, not as regulatory penalty, and that is the exposure the board should be tracking.
7. Currency and translation. Natural hedge quality by geography, hedging policy and its board-approved limits, translation impact on reported consolidated performance versus underlying operating performance, and whether management incentives are calibrated to a metric that currency movement can flatter.
8. Competition law across jurisdictions. Automotive components has a long global history of cartel enforcement, in the EU, the US, Japan and Korea. Compliance programme adequacy, leniency policy awareness and the escalation path all need board-level assurance — not a policy circulated by email.

Statutory eligibility

Full compliance with Section 149(6) tested across the listed entity, all Indian and foreign subsidiaries, joint ventures, associates and the promoter group; IICA databank registration with proficiency test cleared or exemption available; no Section 164 disqualification; within Section 165 and Regulation 17A ceilings and Regulation 26 committee limits; clean under the SEBI (Prohibition of Insider Trading) Regulations, 2015; appointment by special resolution under Regulation 25(2A).

Candidates should additionally confirm they hold no directorship or interest that would create a competition law conflict across any geography in which the group operates.

Profile sought

Essential

• Senior operating or board experience in a genuinely multinational industrial group — not an Indian company with an export division. The distinguishing test is whether the candidate has been accountable for a P&L, a workforce or a legal entity outside India.
• Automotive or adjacent heavy-engineering credibility — Tier-1 supply, OEM, off-highway, industrial machinery or metal-forming.
• Demonstrated command of cross-border governance mechanics: subsidiary board structures, delegation of authority frameworks, component audit, and intra-group financing under Section 186 and the ODI/ECB regime.

Strongly preferred

• Direct experience of a European industrial restructuring, including works council negotiation.
• Experience of an acquisition that did not work, and of the board process that dealt with it.
• Transfer pricing or international tax depth at a leadership level.
• Prior chairing of a risk committee at a listed company.
• Working language capability in German, French, Spanish or Japanese is welcome but not required.

Conflict screens

Competing global Tier-1 or OEM board and advisory positions; relationships with the group's principal OEM customers; interests in the group's acquisition pipeline; positions with the group or component auditors; and promoter-group relationships.

Time commitment

Board 5–6 plus a two-day strategy offsite; Audit Committee 6; Risk Management Committee 4 as chair; Overseas Operations Review Committee 4; NRC 3. Separate meeting of Independent Directors 1. Two overseas facility visits per annum are a stated expectation, each realistically consuming four to five days including travel.

Realistic total: 30–36 days per annum, with a meaningful international travel component. Candidates unable to travel internationally should not apply.

Remuneration and terms

Sitting fees at the statutory ceiling under Rule 4; annual commission under Section 197(1) with member approval and a committee-chair differential; D&O liability cover with express confirmation of extension to acts in the candidate's capacity as a director of foreign subsidiaries — candidates should verify this scope specifically before accepting; business-class international travel at group policy. No stock options, per Section 149(9).

Process

Longlist → SYMPHONY™ assessment with a cross-border governance module → structured interaction with two overseas country heads → review exercise on a redacted subsidiary reporting pack → reference triangulation including one international reference → NRC and Chair interaction → Board interview → independence verification → special resolution.