Independent Director — Integrated Steel Manufacturer

Reference: GILA/ID/STEEL/2619 Board seat: Independent Director, Non-Executive Board meeting locations: Eastern India, with one meeting annually at the integrated works Term: Five consecutive years, eligible for one re-appointment Status: Live.

Anonymised client snapshot

An integrated primary steel producer, listed.

• Crude steel capacity in the 6–14 million tonnes per annum range from an integrated works with blast furnace and basic oxygen route production, with an electric arc or induction route contributing a minority share, and an announced expansion programme.
• Captive or long-term-secured iron ore, with mining leases held through auction or legacy arrangements; coking coal substantially imported, with the associated currency and freight exposure.
• Downstream portfolio spanning flat products, long products and value-added segments, with a growing share of specialty and coated steel.
• Substantial captive power generation, including waste-heat and by-product-gas based capacity.
• Exports contributing 10–20% of volume, with a meaningful share into the European Union.
• Land holdings in the tens of thousands of acres across works, mines and townships, with associated rehabilitation and resettlement history and legacy land commitments.
• Promoter or promoter-group controlled, large cap, with substantial institutional ownership and comprehensive analyst coverage.
• Workforce in the tens of thousands including a very large contracted workforce across the works and mines.

Why this seat exists

Steel is the Indian industrial sector facing the most consequential simultaneous pressure on carbon, on safety and on resource access, and the boards of Indian steel companies are, on the whole, not yet governing carbon as a strategic and financial variable.

Three things make this urgent rather than theoretical. First, the European Union's carbon border adjustment mechanism has moved from transitional reporting into its definitive phase, which prices the embedded carbon in imported steel and directly affects the landed economics of exports into the EU from a blast-furnace producer. Second, India's own carbon compliance architecture — the Carbon Credit Trading Scheme and the greenhouse gas emission intensity targets notified for the iron and steel sector — converts emissions intensity from a reported metric into a compliance obligation with a financial consequence. Third, the decarbonisation pathway available to an integrated blast-furnace producer requires capital decisions on a fifteen-to-twenty-five year horizon, taken now, with genuinely uncertain technology and hydrogen economics.

Alongside carbon sits the sector's oldest governance failure: industrial fatalities, overwhelmingly among contracted workers, in an operating environment of molten metal, high-pressure gas and heavy material handling. Indian steel boards have historically received fatality data as a statistic. That is not governance.

Board and committee position

Board of twelve.

• Sustainability, Climate and Safety Committee — Chair. The board has deliberately combined the climate and safety agendas under one committee and one independent chair, on the reasoning that both are questions about the operating integrity of the works.
• Risk Management Committee — Member, with raw material security, commodity price and trade measure exposure as standing items.
• Audit Committee — Member, with a brief on mine-related provisioning, site restoration obligations and emission-related liabilities.
• CSR Committee — Member, given the scale of the community footprint around the works and the mines.

Charter

1. Establish the carbon position with precision. Scope 1 and 2 emissions intensity per tonne of crude steel, measured on a disclosed and auditable basis and benchmarked against domestic and international peers; the trajectory against any publicly stated target; Scope 3 exposure, particularly in coking coal; and the reconciliation between what is reported in the BRSR, what is reported to Indian compliance authorities and what is reported to European customers. These three numbers are frequently not the same, and that discrepancy is itself a governance finding.
2. Quantify carbon border adjustment exposure, by customer and product. Embedded emissions calculation methodology for exported products; the verification and reporting infrastructure required; the landed cost impact on EU-destined volumes under the definitive regime; the elasticity of those customers; and the alternative market absorption if EU volumes become uneconomic. The board should have a number, updated quarterly.
3. Domestic carbon compliance. The company's position against notified emission intensity targets under India's compliance carbon market, the cost of shortfall, the strategy on carbon credit acquisition or generation, and the accounting treatment of both the obligation and any credits held.
4. Govern the decarbonisation capital decision. Options across scrap-based EAF capacity, natural gas based direct reduction, hydrogen readiness, carbon capture and efficiency measures — each with different capital intensity, different operating cost sensitivity and different technology risk. This is a decision about the shape of the company in 2045 being taken with today's information, and it requires a board member who can hold management to a rigorous options analysis rather than accepting a directional commitment. Assess also the green steel taxonomy position and what the company can credibly claim.
5. Safety — and change how the board receives it. Fatalities and lost-time injuries disaggregated between own and contracted workforce, because the disparity is the finding; the leading indicators, not only the lagging ones; process safety management for gas systems, molten metal handling and material handling; contractor safety qualification and supervision; the incident investigation process and whether root causes recur; and near-miss reporting rates, where a low number indicates a reporting failure rather than a safe operation. The Committee Chair should meet the safety head without management present at least twice a year.
6. Mining governance. Lease tenure and renewal position; compliance with mining plan and environmental clearance production caps; the accuracy of production and royalty reporting; District Mineral Foundation and National Mineral Exploration Trust contributions and, more importantly, the governance of DMF spending in the surrounding district; mine closure plan adequacy and the provisioning for site restoration under Ind AS 37; and overburden, tailings and waste dump stability.
7. Land, resettlement and community. Legacy land acquisition and rehabilitation commitments and whether they have been discharged; ongoing land requirements for expansion and the Forest (Conservation) regime applicable to any forest land involved; township and community obligations; and the state of the relationship with the surrounding population, which for an integrated works is a decades-long relationship with an institutional memory the board should understand.
8. Environmental compliance at the works. Consent conditions, continuous emissions and effluent monitoring, fugitive dust — the most persistent community complaint around integrated works — slag and by-product utilisation, and water withdrawal and discharge in a river basin context.
9. Trade measures and raw material security. Anti-dumping and safeguard exposure both as beneficiary and as target across export markets; quality control orders affecting imports and the company's own compliance; coking coal supply concentration and price exposure; and scrap availability as EAF capacity expands.

Statutory eligibility

Full compliance with Section 149(6) across the listed entity, mining and power subsidiaries, 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.

Candidates should note that directors of a company operating mines and a Red-category integrated works may attract officer-in-default exposure under the mining, factories and environmental legislation, whose architecture differs from the Companies Act position. Candidates are advised to obtain their own view, and to confirm the scope of the D&O policy in respect of environmental and industrial-safety proceedings, before accepting.

Profile sought

Essential

Any one of the following at senior level:

• Integrated steel or heavy process industry operating leadership — works head, technical director, COO or CEO — with direct accountability for a blast furnace or comparable primary process operation.
• Industrial decarbonisation leadership — technology, strategy or policy — in steel, cement, chemicals or power, with genuine command of the capital and technology economics rather than the reporting layer.
• Mining operating or regulatory leadership, Indian or international, with lease, clearance and community experience.
• Process safety leadership in a heavy industrial environment, at a level involving personal accountability for fatalities.

Strongly preferred

• Direct experience of the carbon border adjustment mechanism from an exporter's side, or of an equivalent carbon compliance regime.
• Experience of a fatality investigation and the board response, including where the finding was uncomfortable for management.
• Understanding of the global steel trade measure environment.
• Experience of a major greenfield or brownfield land acquisition and resettlement programme.
• Prior listed-company board experience at scale, with an understanding of institutional and proxy advisory expectations on climate disclosure.

What will not work

A climate professional whose experience is in disclosure, ratings, reporting frameworks or carbon accounting alone. This committee governs a blast furnace and a set of mines. It requires someone who has been operationally accountable in a heavy industrial environment and can therefore tell the difference between a decarbonisation plan and a decarbonisation slide.

Conflict screens

Positions at competing steel producers; relationships with the company's raw material suppliers, particularly coking coal traders and mining contractors; positions with the group's power or logistics counterparties; interests in land or contracting entities in the vicinity of the works or mines; relationships with the certifying and verification bodies; and promoter-group relationships.

Time commitment

Board 6–7 plus a strategy offsite; Sustainability, Climate and Safety Committee 5–6 as chair, plus the standing safety engagements; Risk 4; Audit 5; CSR 3. Separate ID meeting 1. Works visit twice annually and at least one mine visit, with an expectation of shop-floor and pit-face access, and of unaccompanied conversation with operating and contracted personnel.

Realistic total: 30–36 days per annum.

Remuneration and terms

Sitting fees at the statutory ceiling; annual commission under Section 197(1) at a level appropriate to a company of this scale, with a committee-chair differential, subject to member approval; D&O cover per Regulation 25(10), with candidates advised to confirm the policy's response to environmental, mining and industrial safety proceedings specifically; travel and site accommodation at actuals. No stock options.

Process

Longlist → SYMPHONY™ assessment with an industrial safety and decarbonisation module → works and mine visit, including time with the safety organisation without management present → live exercise on the carbon border adjustment exposure calculation → reference triangulation including one operations-side and one regulatory-side reference → NRC and Chair interaction → Board interview → independence verification → special resolution.