Independent Director — Hotels & Hospitality Group

Reference: GILA/ID/HOTEL/2618 Board seat: Independent Director, Non-Executive Board meeting locations: Northern India, with meetings rotated across group properties Term: Five consecutive years, eligible for one re-appointment Status: Live.

Anonymised client snapshot

A listed Indian hotels group operating a hybrid owned-and-managed portfolio.

• 25–60 operating hotels across luxury, upper-upscale and upscale positioning, with a pipeline weighted toward management and franchise contracts rather than owned assets — the strategic pivot the group is currently executing.
• Revenue in the ₹1,500–4,000 crore range, with the owned portfolio contributing the majority of revenue and the managed portfolio contributing a growing share of high-margin fee income.
• Portfolio includes one or more heritage or landmark properties, at least one coastal or hill-station resort subject to environmental clearance constraints, and city hotels in metro business districts.
• A brand affiliation or franchise arrangement with an international hospitality brand on part of the portfolio, alongside the group's own brands.
• Promoter or promoter-family controlled, with a professional CEO; land and building assets in several cases held on long-term leasehold from state tourism corporations, port trusts, airport authorities or railway land, rather than freehold.
• Substantial food and beverage operation including licensed bars and banqueting, contributing a material share of revenue.
• Employee base in the low tens of thousands including a large contracted and seasonal workforce.
• Mid-cap, within the top 500 listed entities.

Why this seat exists

Hotel groups are governed as real estate companies or as consumer brands, and are in fact both, with a third thing layered on: a business whose licence to operate is a stack of dozens of state and municipal permissions, each renewable, several discretionary, and at least one of which is almost certainly out of date at any given moment across a portfolio of this size.

The board's exposures cluster in three places that a conventional listed board is poorly equipped for. Property and title — leasehold tenure, renewal terms, coastal and heritage regulation, and the difference between a title the company believes it has and one it can prove. Safety and licensing — fire safety compliance and occupancy certification across every property, liquor licensing across multiple state excise regimes where the process is discretionary and the integrity risk is real, and food safety in high-volume banqueting. Guest and employee conduct — an industry with structurally elevated exposure on harassment, on guest incidents, and on the handling of both.

This seat is for a director who understands that the risk in a hotel group is not in the P&L.

Board and committee position

Board of ten.

• Property, Safety and Licensing Committee — Chair. A non-statutory committee constituted by the board, covering property title and tenure, statutory licensing across the portfolio, and life safety.
• Risk Management Committee — Member.
• Audit Committee — Member, with a brief on asset revaluation and impairment, management contract fee recognition and related-party arrangements.
• Stakeholders Relationship Committee — Member.

Charter

1. Build a property-by-property title, tenure and clearance register — and keep it live. Freehold versus leasehold; for each leasehold, the lessor, the residual tenure, the renewal mechanism and whether renewal is a right or a discretion; encumbrances; any litigation over title or possession; and the position on properties held from government and quasi-government lessors, where renewal terms can change materially. A resort with fourteen years of residual lease is a different asset from one with fifty-four, and the impairment and capital allocation consequences follow directly.
2. Environmental and heritage constraint. Coastal Regulation Zone applicability and compliance for coastal properties; environmental clearance conditions and their observance; heritage and conservation restrictions on listed structures, which constrain renovation, expansion and even routine maintenance; and forest or eco-sensitive zone status where relevant. Non-compliance here typically surfaces as a demolition or closure order rather than a fine.
3. Life safety across every property, without exception. Fire safety compliance, fire NOC currency, occupancy and completion certificates, evacuation drill records, kitchen suppression systems, and the position on heritage properties where retrofitting modern fire systems is genuinely difficult and where the temptation to defer is greatest. The Committee should require a property-level compliance dashboard with exceptions escalated by name, not a portfolio-level assurance.
4. Liquor licensing and excise conduct. Licences across multiple state excise regimes, each with its own renewal process, its own discretion and its own history of integrity risk. The board must be satisfied that the group's dealings with excise authorities are conducted under a compliance framework, that no facilitation practice is tolerated, and that the escalation path is used. This is the single most common integrity exposure in Indian hospitality and boards routinely do not discuss it.
5. Food safety in high-volume operations. FSSAI licensing across every outlet and kitchen; banqueting volumes where a single event can serve thousands; supplier and cold chain discipline; and incident reporting reaching the board rather than being closed at the general manager's level.
6. Guest and employee conduct. POSH constitution and case data across every property; the industry's structural exposure arising from late shifts, guest interaction, in-room service and a young, largely trainee workforce; guest incident protocols including the handling of allegations involving guests and involving staff; and the escalation path to the board. Boards in this sector learn about these matters from litigation or from the press with unacceptable frequency.
7. Brand affiliation as a governance constraint. The international brand agreement's standards obligations, the capital expenditure it can compel through product improvement plans, territorial and non-compete restrictions, termination triggers and the consequence of termination on the asset's positioning and value. A brand agreement is a long-dated capital commitment disguised as a marketing arrangement.
8. The asset-light pivot, tested. Management and franchise contracts change the earnings profile — fee income at high margin, but with counterparty risk on the owner, key-money and performance-guarantee obligations that may be given to win contracts, and termination exposure. The Audit Committee should understand any performance guarantee or key money the group has provided, and the accounting for it.
9. Asset valuation, revaluation and monetisation. The carrying basis of owned hotel assets, revaluation policy where adopted, impairment testing at the individual asset level, and the governance of any asset monetisation or sale-and-manage-back transaction — which involves the group transacting on assets it will continue to operate, and therefore requires particularly careful independent scrutiny.
10. Guest data. Guest profiles, loyalty programme data, payment data and the statutory reporting obligations in respect of foreign national guests. Obligations under the Digital Personal Data Protection Act, 2023, PCI-DSS compliance for card data, and the security of property management systems across a distributed estate.

Statutory eligibility

Full compliance with Section 149(6) across the listed entity, its hotel-owning subsidiaries and SPVs, joint ventures and the promoter group; IICA databank registration; no Section 164 disqualification; within Section 165, Regulation 17A and Regulation 26 limits; clean under the insider trading regulations; appointment by special resolution.

Profile sought

Essential

Any one of the following at senior level:

• Hospitality operating leadership — CEO, COO or regional head of a hotel group, Indian or international, with owned and managed portfolio experience.
• Real estate and asset management leadership with hospitality or mixed-use asset exposure, including title, tenure and development approval experience.
• Legal or regulatory leadership with substantial land, licensing and property-clearance practice.
• Safety, risk or compliance leadership in a large distributed consumer-facing physical estate — hospitality, retail, aviation, healthcare or facilities.

Strongly preferred

• Experience of a property title, lease renewal or clearance dispute and its resolution.
• Direct experience of an international brand affiliation from the owner's side of the table.
• Experience of an asset monetisation transaction in hospitality or commercial real estate.
• Experience of a serious guest or employee safety incident and its board handling.
• Prior listed-company board experience.

Conflict screens

Positions at competing hotel groups or hospitality brands; relationships with the international brand partner; interests in the group's development or asset transaction counterparties; property or land interests adjacent to group assets; and promoter-group relationships, which in family-controlled hospitality groups frequently extend into property holding entities.

Time commitment

Board 5–6; Property, Safety and Licensing Committee 4–5 as chair; Risk 4; Audit 5; SRC 4. Separate ID meeting 1. Property visits: at least four per annum across different asset types, including one heritage and one resort property, with an expectation of back-of-house inspection rather than a stay.

Realistic total: 24–30 days per annum.

Remuneration and terms

Sitting fees at the statutory ceiling; annual commission under Section 197(1) with a committee-chair differential, subject to member approval; D&O cover per Regulation 25(10); travel and accommodation at group properties. Candidates should note that complimentary stays and hospitality benefits, if extended, may bear on the pecuniary relationship analysis under Section 149(6) and the company's policy on this will be shared and documented at appointment. No stock options.

Process

Longlist → SYMPHONY™ assessment with a property and compliance module → visits to three properties including one heritage asset → review of the property title and licensing register as a live assessment exercise → reference triangulation → NRC and Chair interaction → Board interview → independence verification → special resolution.