Independent Director — Retail & FMCG (Large Cap)

Reference: GILA/ID/RETAIL/2615 Board seat: Independent Director, Non-Executive Board meeting locations: Western India, with one meeting annually at a distribution centre or store cluster Term: Five consecutive years, eligible for one re-appointment Status: Live.

Anonymised client snapshot

One of India's largest listed consumer-facing businesses, combining organised retail with a substantial own-brand and FMCG portfolio.

• Revenue in the ₹40,000 crore and above range, with a store network in the several-hundreds to low-thousands, spanning supermarket, hypermarket and specialty formats across metros, tier-1 and increasingly tier-2 and tier-3 cities.
• An own-brand and private label portfolio contributing a material and growing share of revenue and a disproportionate share of margin, spanning packaged food, staples, personal care and home care — manufactured through a mix of owned facilities and a large contract manufacturing network.
• A substantial and fast-growing e-commerce and quick-commerce channel, operating alongside the physical network and cannibalising parts of it.
• Employee base in the tens of thousands, plus a large contracted workforce in stores, warehouses and last-mile delivery.
• Promoter or promoter-group controlled, within the top 100 listed entities by market capitalisation, with substantial foreign portfolio and domestic institutional ownership and near-universal analyst coverage.
• Consumer touchpoints numbering in the hundreds of millions of transactions annually, with a loyalty programme holding personal data at national scale.

Why this seat exists

At this scale, the governance question is no longer whether the numbers are right. It is whether the institution behaves acceptably across tens of thousands of daily interactions with consumers, workers and suppliers that no board can directly observe.

A large consumer business at this scale carries five categories of exposure that a mid-cap does not: a food safety incident that reaches national attention within hours; a labour or safety event in a warehouse or a delivery fleet; a data or advertising practice that draws regulatory attention; a supplier-side issue in a contract manufacturing network of several hundred facilities; and a plastic packaging obligation measured in tens of thousands of tonnes. Each of these can move the share price more than a quarter's earnings.

The board has determined that it needs an independent director whose orientation is consumer trust, product integrity and the conduct of the enterprise across its footprint — not another finance seat.

Board and committee position

Board of twelve. This appointment succeeds a retiring independent director.

• Consumer Trust and Product Integrity Committee — Chair. A non-statutory committee constituted by the board, covering food and product safety, quality, recall governance, marketing conduct and consumer data.
• Risk Management Committee — Member.
• Audit Committee — Member, with a brief covering supplier and contract-manufacturer arrangements, promotional and trade spend, and inventory shrinkage.
• Stakeholders Relationship Committee — Member.
• CSR and Sustainability Committee — Member, with the packaging and EPR agenda.

Charter

1. Establish real board line-of-sight on food and product safety. Licensing status under the Food Safety and Standards Act, 2006 across every manufacturing, storage and retail location; the internal testing regime and its independence; the frequency and disposition of regulatory sampling failures; supplier and contract-manufacturer audit coverage across the network and how many facilities have never been audited; and a recall protocol that has actually been rehearsed. Under the FSSAI recall regulations the obligation is on the food business operator; at this scale the practical question is whether the company could trace and withdraw an affected batch across the network within hours. The Committee should test this, not accept assurance on it.
2. Own the contract manufacturing network as a risk, not a cost line. Several hundred third-party facilities produce goods sold under the company's brand, and the company carries the reputational and legal consequence of every one. Audit coverage, unannounced audit share, findings closure discipline, and the commercial pressure that makes a small contract manufacturer cut a corner. This is where own-brand margin is generated and where own-brand risk lives.
3. Extended producer responsibility for plastic packaging. As a brand owner and an obligated entity under the plastic waste management regime, the company carries EPR targets across recycling, reuse and end-of-life disposal, discharged through registered recyclers and certificates. The Committee should see: the tonnage introduced, the target position, the certificate procurement and its integrity, the environmental compensation exposure for shortfall, and the credibility of any public packaging commitment. The integrity of the certificate supply chain is itself a live governance question in this market.
4. Marketing and consumer conduct. Advertising claim substantiation, particularly nutrition and health claims on own-brand food; compliance with the consumer protection authority's guidelines on misleading advertising and on dark patterns in the e-commerce interface; pricing and discount presentation; and Legal Metrology declarations. A regulatory action on advertising conduct at this scale is a national news event.
5. Consumer data. A loyalty programme at this scale makes the company a significant data fiduciary in all but formal designation. Consent architecture, purpose limitation, the terms on which data is used for own-brand development or shared with brand partners, retention, and breach response. The board should set a position on data monetisation before a commercial team creates one.
6. Workforce conduct across the footprint. Contract labour compliance across stores, distribution centres and last-mile; wage and hours discipline; warehouse and delivery fleet safety with fatality and injury reporting reaching the board; POSH constitution and case data across a network this size; and the grievance mechanism's actual usage rate, which is the only honest indicator of whether it works.
7. Supplier and farmer-side conduct. Payment terms and their observance, particularly with MSME suppliers where statutory payment timelines apply; listing fee and trade spend practices; and the conduct of the sourcing organisation, which at this scale carries integrity risk.
8. The quick-commerce transition. Cannibalisation of the store network, the true unit economics of the fast channel, the capital allocation choice between formats, and the store-closure and impairment consequences of getting the format bet wrong.
9. Shrinkage, integrity and internal audit. Inventory shrinkage by format and location, vendor and procurement integrity, whistleblower reports and their disposition, and the independence and reach of internal audit across a highly distributed operation.

Statutory eligibility

Full compliance with Section 149(6) across the listed entity, all subsidiaries, joint ventures and the promoter group — a substantial mapping exercise at this scale; IICA databank registration; no Section 164 disqualification; within Section 165, Regulation 17A and Regulation 26 limits; Section 177 financial literacy; clean under the SEBI (Prohibition of Insider Trading) Regulations, 2015, with the company's designated persons obligations attaching from appointment; appointment by special resolution under Regulation 25(2A).

Given the entity's index weight, candidates should expect their appointment resolution to be subject to published proxy advisory recommendations and to institutional voting scrutiny, and should be comfortable with the associated public visibility.

Profile sought

Essential

• Senior leadership in a large consumer business — CEO, COO or business head of a substantial FMCG, retail, consumer durables or consumer services company, Indian or multinational.
• Direct accountability for consumer-facing quality, safety or trust at some point in the career. The distinguishing question is whether the candidate has personally managed a product incident.
• Understanding of a distributed physical operation at scale — stores, warehouses, fleets, franchisees — and its governance implications.

Strongly preferred

• Experience of a product recall or a food safety incident that became public, and of the board and management response.
• Regulatory or standards leadership in food safety, consumer protection or advertising standards.
• Supply chain and sourcing leadership with contract manufacturing network responsibility.
• Prior board experience at a large listed company, with an understanding of how institutional investors and proxy advisors assess promoter-controlled large caps.
• Consumer data and digital commerce fluency sufficient to hold the data agenda.

A note on the seat

At this market capitalisation, board seats attract candidates for reasons other than the work. The Committee this appointee will chair is new, unglamorous, and will require the director to press management on subjects the executive team would prefer to close out quickly. We will assess specifically for appetite for that.

Conflict screens

Board, advisory or equity positions at competing retailers or FMCG companies; relationships with the company's brand partners or major suppliers; positions with contract manufacturers in the network; relationships with the statutory or internal auditors; and promoter-group relationships across a large and complex group structure.

Time commitment

Board 6–7 plus a two-day strategy offsite; Consumer Trust and Product Integrity Committee 4–5 as chair; Audit 6; Risk 4; SRC 4; CSR and Sustainability 3. Separate ID meeting 1. Annual evaluation process. Store, distribution centre and at least one contract manufacturer visit annually — unannounced where practicable.

Realistic total: 28–34 days per annum.

Remuneration and terms

Sitting fees at the statutory ceiling; annual commission under Section 197(1) at the upper end of the market for a company of this scale, with a committee-chair differential, subject to member approval; D&O cover per Regulation 25(10); travel at actuals. No stock options.

Process

Longlist → SYMPHONY™ assessment with a consumer-trust module → store and distribution centre visits, and one contract manufacturer visit → live exercise on the recall protocol → reference triangulation including one reference from a company that managed a public product incident → NRC and Chair interaction → Board interview → independence verification → special resolution.