Independent Director — Clinical Governance · IPO-Readiness Hospital

Reference: GILA/ID/HC-IPO/2602 Board seat: Independent Director, Non-Executive Location of board meetings: Southern India, with rotation across two facility cities annually Term: Five consecutive years, eligible for one re-appointment Status: Live. Two independent seats being filled; this posting relates to the clinical-governance and quality-oriented seat.

Anonymised client snapshot

A multi-specialty hospital network in the pre-listing phase.

• 1,600–2,000 operational beds across 8–10 facilities, concentrated in tier-1 and emerging tier-2 cities of southern and western India, with one greenfield asset in commissioning.
• Oncology and cardiac sciences as anchor specialties, contributing a disproportionate share of revenue; a deliberate build-out in transplant and neurosciences underway.
• Mixed asset model: majority owned-and-operated, with two brownfield assets held under long-term O&M and lease structures — creating meaningful Ind AS 116 right-of-use accounting on the balance sheet.
• NABH-accredited across the operating network; two units carrying additional specialty accreditations.
• A financial sponsor holds a large minority stake acquired in a secondary transaction and is seeking a partial exit through the offer; the founding clinician family retains operating control and holds senior clinical positions.
• ARPOB in the ₹45,000–58,000 band with occupancy in the high-60s; payor mix spanning cash, corporate/TPA and a measured government-scheme exposure.
• DRHP targeted within four quarters. Restatement work has commenced.

Why this seat, and why now

Healthcare IPOs in India fail their post-listing narrative for two reasons: clinical quality events that surface after listing and were never escalated to the board, and related-party structures involving promoter-clinicians that look benign internally and indefensible in a red herring prospectus.

This seat exists to address both. The company needs an independent director who can sit in a Quality and Clinical Governance Committee and ask the questions that a purely financial board cannot — mortality indices adjusted for case mix, hospital-acquired infection rates by unit, unplanned return-to-theatre, medication error reporting culture, and whether adverse events are actually reaching the board or being resolved at the medical superintendent's desk.

Where this seat sits

Board of eight, moving to ten at reconstitution. Two of the existing seats are held by promoter-clinicians.

Committee expectations:

• Quality and Clinical Governance Committee — Chair. This committee is being constituted specifically around this appointment. It is not a statutory committee; the board has chosen to create it because the offer document narrative and the post-listing investor conversation both require it.
• Audit Committee — Member, with a specific brief on related-party transactions.
• Risk Management Committee — Member, covering clinical negligence exposure, medico-legal provisioning and insurance adequacy.
• NRC — Member, given the centrality of clinician compensation architecture.

Charter of the role — first twelve months

1. Build the clinical dashboard the board actually needs. Most Indian hospital boards receive occupancy, ARPOB and EBITDA by unit. They rarely receive risk-adjusted clinical outcome data. Designing what the board sees, and insisting it is presented unfiltered, is the first deliverable.
2. Interrogate the doctor engagement model. Full-time consultant versus visiting consultant versus revenue-share arrangements have very different implications for Ind AS revenue recognition, for statutory employment liability, for clinical accountability, and for how the model is characterised in the DRHP. Where promoter-family clinicians are paid under any of these structures, the arm's-length test must be documented, benchmarked and Audit Committee-approved before filing.
3. Own the related-party register. Pharmacy supply, diagnostics arrangements, medical equipment leasing, land and building leases from promoter entities, and management fees. Each needs independent valuation support and a defensible approval trail under Section 188 and Regulation 23.
4. Regulatory exposure mapping. State-wise Clinical Establishments Act applicability and registration status; NABH re-accreditation calendar; biomedical waste authorisation; AERB licences for radiology and radiation oncology; blood bank and pharmacy licences; PNDT registrations. A single lapsed AERB licence is a disclosable risk factor.
5. Pricing regulation exposure. NPPA ceiling prices on stents, orthopaedic implants and scheduled formulations under DPCO 2013, and the margin impact of any expansion in the price-controlled basket. Assess concentration risk in the government-scheme payor mix and the receivables ageing associated with it.
6. Medico-legal provisioning. Consumer Protection Act claims, pending litigation across facilities, insurance tower adequacy and whether the provisioning policy would survive an auditor's challenge in a restated financial statement.
7. Litigation and risk-factor disclosure. The Audit Committee will need to be satisfied that every material medico-legal and regulatory matter is captured in the offer document. Under-disclosure here is a post-listing liability that attaches to the board.

Statutory eligibility — hard gates

• Full compliance with Section 149(6), tested against the company, its subsidiaries, the trust or society structures in the group, and the sponsor.
• IICA databank registration with proficiency test cleared or exemption available.
• No Section 164 disqualification; DIN active and KYC current.
• Within Section 165 and Regulation 17A ceilings; within Regulation 26 committee limits.
• Critical for clinician candidates: where the appointee is a registered medical practitioner, they must confirm they hold no consultancy, referral, honorarium, speaker-fee or equipment-endorsement relationship with the company or any group entity that would defeat independence under Section 149(6)(d), and must hold a current registration in good standing with the relevant State Medical Council with no pending disciplinary proceeding.

Professional profile

Essential

• Prior IPO exposure — board, audit committee, CFO, CS or lead-advisor capacity through an Indian listing. Healthcare-sector IPO experience is preferred but not exclusive; the transferable skill is knowing how a restatement, a risk-factor negotiation and a BRLM due diligence session actually run.
• Deep healthcare delivery credibility. Any one of: former CEO/COO of a multi-unit hospital network; senior clinician-administrator (Medical Director or equivalent) at a large tertiary institution; NABH or JCI assessor-level quality background; health-sector regulatory or public health leadership; or healthcare-focused institutional investor with operating board experience.
• Ability to read a case-mix adjusted outcome report and identify what has been smoothed.

Strongly preferred

• Experience of a hospital network through an accreditation failure, a sentinel clinical event, or a serious medico-legal matter — and of how the board handled it.
• Understanding of hospital unit economics: pre-operative length of stay, theatre utilisation, payor mix migration, and the working-capital drag of scheme receivables.
• Familiarity with Ind AS 116 in an O&M and lease-heavy asset context.

Conflict screens

Board, advisory or equity positions in competing hospital networks in the same catchments; medical device, pharmaceutical or diagnostics companies supplying the group; health insurers or TPAs with a material contractual relationship; and any personal or family clinical practice arrangement with a group facility.

Time commitment

Board: 6 per year. Audit Committee: 6–8 in the pre-IPO year. Quality and Clinical Governance Committee: 4 per year, plus at least two unannounced facility visits annually — a non-negotiable expectation of this seat, and one candidates should factor honestly. Risk and NRC: 3–4 each. Separate ID meeting: 1.

Realistic total: 26–32 days per annum, weighted toward the pre-filing quarters.

Remuneration and terms

Sitting fees at the statutory ceiling; annual commission under Section 197(1) subject to member approval, with a differential for committee chairmanship; D&O cover extended to the offer document period; travel and accommodation for facility visits at actuals. No stock options, per Section 149(9).

Process

Longlist → SYMPHONY™ assessment with a clinical-governance module → facility walkthrough with the Medical Director → reference triangulation including at least one clinical reference → Audit Committee Chair interaction → Board interview → independence verification → recommendation.