Reference: GILA/ID/MA-063/H2JV
Board seat: Independent Director, Non-Executive
Primary board location: Gujarat with sponsor offices in India and Europe
Meeting model: Six JV boards, project gates and sponsor alignment sessions
Mandate type: Merger, Demerger & Post-Acquisition Board Build
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A newly incorporated joint venture between an Indian renewable developer and a European industrial-gases group to build green hydrogen and derivative capacity for domestic and export customers.
Phase-one capital is projected at USD 700 million–1.1 billion, conditional on offtake, power access, technology guarantees and export certification. Sponsors contribute different assets and retain extensive reserved rights.
The board problem and strategic reason for appointment
The chair must protect the JV as an entity when sponsors differ on technology, transfer pricing, offtake, capital calls or schedule. Neutrality cannot mean passivity or casting-vote improvisation.
The board is not buying a credential. It is appointing an independent decision-maker who can convert this problem into a governed sequence of choices, evidence and accountability. Success will be judged by the quality of decisions and control improvement, not by the number of recommendations made.
Board position, authority and interfaces
Independent non-executive JV Chair; member of Audit/Risk and Project committees as agreed; classification distinct from statutory listed-company ID unless facts require.
The appointee will have direct, unfiltered access to the Company Secretary and to the relevant control-function leaders. Any advisory support requested by the board must remain management-executed: the director sets questions, tolerances and evidence standards, but does not become an executive or consultant.
First 12–18 month strategic charter
- Convert SHA reserved matters, deadlock and capital-call mechanics into a working board protocol; independently review sponsor technology, services, power and offtake transactions; set project gates around power additionality, electrolyser guarantees, water and customer credit; rehearse deadlock, sponsor default and delay decisions before financial close
- Define the board’s transaction-to-integration bridge: synergy evidence, stranded cost, customer and talent retention, control migration, Day-1 authority and the conditions that trigger reconsideration of the deal thesis.
- Protect minority and entity-level interests where group, seller, buyer and joint-venture priorities diverge; ensure related-party and transfer-pricing decisions have independent challenge.
Decision profile sought
Essential evidence
- JV chair, energy/infrastructure CEO, project-finance or industrial-gases leader; entity-level fiduciary judgement; cross-cultural negotiation
Differentiators
- Green hydrogen, export certification or large project-finance close; experience resolving sponsor deadlock without side alignment
GILA will assess integration or separation experience, entity-level fiduciary judgement, transaction accounting literacy and the ability to detect when reported synergy masks transferred risk. Candidates should expect a case discussion based on an ambiguous board decision from this mandate, not a career-history interview alone.
Independence, suitability and downside diligence
The search will apply Section 149(6), Sections 164–165, Schedule IV and the applicable listing or sector rules to the entity’s legally verified status at the appointment date. Databank/proficiency status, listed-entity directorship and committee ceilings, pecuniary relationships, relatives’ interests, recent audit/advisory work and interlocking directorships will be checked. The appointment is subject to formal legal and secretarial confirmation; this posting is not a substitute for that determination.
Mandate-specific screens: Sponsor, technology, EPC, lender, offtaker or adviser relationships; remuneration tied to sponsor outcomes; expectation to represent national interest over entity duty.
Before accepting the seat, the candidate will receive under NDA the latest board composition, committee charters, material litigation/regulatory schedule, related-party map, last audited accounts, current D&O policy and the specific risk papers necessary to make an informed liability assessment.
Twelve-month outcomes
The board expects a newly combined, separated or jointly controlled business with functioning governance, transparent economics and no orphaned critical risks. For this particular seat, the evidence will be:
- Board and deadlock protocol tested; sponsor transactions independently benchmarked; financial-close conditions and downside capital calls are evidence-based
Commitment, protection and economics
- Expected load: 28–36 days annually during development.
- Terms: Three-year renewable JV chair term; fixed cash fee; project D&O, indemnities and independent technical/legal advice rights.
- Protection: Appointment letter, deed of indemnity where legally available, appropriate D&O cover including discovery/run-off terms, access to independent advice under the board-approved protocol, and complete minuting of dissent.
- Equity: No stock options where the appointment is legally an independent-director seat subject to Section 149(9). Any private-company structure outside that perimeter will be expressly classified and separately advised; no equity is implied by this posting.
Search process
Conflict pre-clearance → GILA/SYMPHONY™ board-fit interview → mandate case → document-led diligence under NDA → references from board peers and control functions → NRC/owner interviews → statutory, regulatory and reputation checks → board recommendation. Candidate consent, disclosures and appointment approvals will follow the law and the entity’s constitutional documents.