Independent Director — Semiconductor (Assembly, Test & Packaging)

Reference: GILA/ID/SEMI/2613 Board seat: Independent Director, Non-Executive Board meeting locations: Western India, with one meeting annually at the fabrication and assembly campus Term: Five consecutive years, eligible for one re-appointment Status: Live.

Anonymised client snapshot

An Indian semiconductor assembly, test, marking and packaging company with an associated design services capability, in the construction-to-commissioning phase of a first major facility.

• Project cost in the USD 300 million to USD 1.2 billion range, with fiscal support approved under the India Semiconductor Mission and matching support from a state government.
• Facility comprising OSAT/ATMP capability with an announced intention to add advanced packaging capability in a later phase; one line oriented toward a compound semiconductor or specialty process.
• Technology partnership with a foreign semiconductor company providing process technology, packaging know-how and initial customer qualification support, structured as a licensing and technical services arrangement rather than an equity joint venture.
• Sponsored by an Indian industrial or technology group with substantial existing manufacturing operations, holding a controlling stake; the ISM and state support is structured as capital subsidy against verified milestones.
• Anchor customer commitments from two or three global fabless or IDM customers, with volumes contingent on qualification.
• Pre-revenue or early-revenue. The financial statements currently consist largely of capital work in progress, government grant recognition and pre-operative expenditure.
• Currently unlisted, with a listing contemplated after the facility stabilises.

Why this seat exists

Almost nothing about governing this company resembles governing a normal manufacturer.

The company will spend most of its capital before it earns meaningful revenue. Its most significant income statement item in the early years is a government grant, whose recognition and measurement under Ind AS 20 is a genuine accounting judgement with a large reported-profit consequence, and whose receipt is conditional on verified milestones the board must ensure are actually met. Its technology is licensed from a foreign partner under terms that constrain what it may do and where it may sell. Its customers will qualify it over a period of twelve to twenty-four months during which the company has revenue expectations but no revenue. And it operates in the most export-controlled and geopolitically contested industrial sector in the world, where a compliance failure does not produce a fine — it produces an entity listing that ends the business.

The board needs a director who understands this, and there are very few in India.

Board and committee position

Board of eight. Two independent seats; this posting is for the technology and compliance-oriented seat.

• Technology and Export Compliance Committee — Chair. Constituted around this appointment.
• Audit Committee — Member, with a specific brief on government grant accounting, capitalisation policy and milestone verification.
• Project Review Committee — Member, overseeing the construction, commissioning and qualification programme against schedule and budget.
• Risk Management Committee — Member.

Charter

1. Own export control as a board-level risk, not a compliance function. The company will handle process technology, equipment and design data subject to US Export Administration Regulations, and to the export control regimes of the technology partner's home jurisdiction. Obligations include: classification of controlled technology and equipment; deemed export controls governing which employees, of which nationalities, may access which technology — a live operational constraint in a facility hiring internationally; end-use and end-user screening of every customer; restricted-party screening against US, EU, UK and other lists on a continuous rather than one-time basis; and re-export authorisation for any onward movement. India's own SCOMET list applies to outbound transfers. Personal liability under these regimes attaches to individuals, extraterritorially, and D&O policies do not always respond to it. Candidates should understand this before accepting.
2. Government grant accounting and milestone integrity. Recognition of the ISM and state fiscal support under Ind AS 20 — whether netted against the asset or recognised as deferred income, the release profile, and the treatment of any amount that becomes repayable if a milestone is missed. Equally: whether the milestone certifications submitted are accurate. A capital subsidy programme of this scale will be audited, and an overstated milestone claim is a very different category of problem from an accounting disagreement.
3. Capitalisation discipline during construction. What is being capitalised into CWIP versus expensed; borrowing cost capitalisation under Ind AS 23; the point at which each asset is ready for intended use and depreciation commences; and pre-operative expenditure treatment. In a project of this size, capitalisation policy is where optimism accumulates.
4. Technology licence terms as a governance constraint. Field of use restrictions; territorial and customer restrictions; royalty structure and its margin impact at scale; improvement and grant-back provisions determining who owns process improvements developed in India; termination triggers and what the company retains on termination; and — critically — whether the licence terms permit the company to serve the customers its business plan assumes.
5. Customer qualification programme. The qualification gate structure for each anchor customer, the realistic timeline, what happens to the business plan if one anchor slips two quarters, and the concentration risk of two or three customers representing substantially all planned volume.
6. Yield, and honest reporting of it. Yield is the economics of this business. Board reporting must include first-pass yield by line and product, the learning curve against plan, and scrap economics. Optimistic yield reporting during ramp is the sector's most common form of internal self-deception.
7. Utilities and site resilience. Uninterrupted power quality and redundancy; ultrapure water supply and the sustainability of the water source, including the position in a drought year; specialty gas and chemical supply chains with limited alternate sourcing; and the seismic, environmental and hazardous-materials profile of the site.
8. Talent. The Indian semiconductor packaging talent pool is thin. Dependence on returning diaspora and on secondees from the technology partner; retention economics; the knowledge-transfer plan and whether it is genuinely occurring or being deferred; and the succession exposure if two or three key individuals leave.
9. Intellectual property. Ownership of process IP developed in India; invention assignment across an internationally mobile workforce; trade secret protection in a facility hosting partner personnel; and the IP position in the design services arm, including EDA tool licensing compliance and third-party IP core licensing terms.

Eligibility

• Section 149(6) applied as the independence standard, tested against the company, the sponsor group and the technology partner.
• Valid DIN; no Section 164 disqualification; within Section 165 limits. IICA databank registration expected in anticipation of a future listing, though not presently mandatory.
• No entry on any restricted party, denied party or sanctions list of any jurisdiction, and no directorship or interest in any entity so listed. This will be screened directly and continuously.
• No relationship with a competing OSAT, foundry or IDM, or with any entity whose involvement could compromise the company's export licence position.
• Candidates holding foreign nationality or residency should disclose it at first contact — not as a disqualifier, but because it bears directly on the deemed export analysis and on the technology partner's own compliance obligations.

Profile sought

Essential

Any one of:

• Semiconductor operating leadership — fab, OSAT/ATMP, IDM or advanced packaging — at plant head, technology head or business head level, in Taiwan, Korea, Singapore, Malaysia, the United States, Europe, Japan or China.
• Semiconductor equipment, materials or EDA leadership with deep process exposure.
• Export control and trade compliance leadership in the semiconductor, aerospace or advanced technology sector, at a level involving personal accountability to a licensing authority.
• Large industrial project delivery leadership of comparable capital scale and technical complexity, combined with genuine technology-sector fluency.

Strongly preferred

• Direct experience of an OSAT or fab ramp from construction through qualification to volume, including the parts that went wrong.
• Experience of a technology licensing relationship from either side.
• Familiarity with government incentive programmes for semiconductor manufacturing in any jurisdiction and their compliance architecture.
• Understanding of the geopolitical dynamics governing semiconductor supply chains, held with judgement rather than as commentary.

Conflict screens

Positions at competing assembly, test, foundry or IDM companies; relationships with the technology partner; relationships with the anchor customers; equipment and materials vendor relationships; and any restricted-party association.

Time commitment

Board 6; Technology and Export Compliance Committee 4–6 as chair, with additional time on any live licensing matter; Audit Committee 5; Project Review Committee 6–8 during construction and ramp, reducing thereafter; Risk 4. Site visits: at least three per annum during the construction and commissioning phase.

Realistic total: 32–40 days per annum during construction and ramp, moderating to 24–28 in steady state. The front-loading is significant and candidates should plan for it.

Remuneration and terms

Fixed annual fee plus sitting fees, set at a level reflecting the specialist nature of the mandate and the front-loaded time commitment; D&O liability cover, with candidates strongly advised to obtain written confirmation of the policy's response to export control investigations and to proceedings in foreign jurisdictions — this is a specific and non-theoretical concern in this sector; travel including international travel at company policy. Equity participation is not offered.

Process

Longlist → restricted-party and nationality screening at the outset → SYMPHONY™ assessment with a technology and compliance module → site visit → structured discussion with the technology partner's programme leadership → reference triangulation including one international semiconductor reference → sponsor group and Board interaction → independence and screening verification → appointment.