Why one director must see both numbers and leadership
The institution requires an independent director able to chair Audit and NRC without allowing either committee to become procedural. Financial judgements are shaped by leadership tone, capability and incentives; leadership assessment is incomplete if it ignores the reliability of the numbers, control environment and customer outcomes produced under that team.
The appointee will also participate in Risk and CSR deliberations. The mandate therefore demands range, but not superficial breadth. The Board expects deep work on a small set of material issues and disciplined referral to specialist members where appropriate.
Audit Chair responsibilities
The Chair will establish a risk-ranked annual agenda covering asset valuation and impairment, revenue recognition, treasury and liquidity, related parties, consolidation boundaries, tax, provisions, regulatory reporting, technology controls and material litigation. Management papers should identify the judgement, alternatives, sensitivity, historical forecast accuracy and proposed decision.
Internal audit must follow value and risk across legal entities and outsourced processes. Repeated findings, privileged access, reconciliations, manual journals, customer-money flows and third-party control failures require clear tolerance and escalation. The Chair will maintain private relationships with statutory and internal auditors and ensure that disagreements reach the committee before positions harden.
NRC Chair responsibilities
The committee will assess the CEO and senior leaders against future strategy, not only current results. Succession must cover material regulated and control roles. The Chair will examine whether individuals can operate with independence, whether the organisation has become dependent on a few relationships, and whether leadership behaviour supports timely escalation.
Reward design should distinguish realised, risk-adjusted value from transaction, valuation or volume gains that may later reverse. Deferred pay, conduct gates and clawback logic should be understandable to the Board and executable. Board renewal will be managed through a forward skills matrix, capacity review and transparent evaluation follow-through.
Critical scenarios for the first year
The director will lead Board discussion on three scenarios: a material asset or valuation correction; a sudden departure in a control function; and a reputational event that affects funding, customers and employees simultaneously. Each scenario should reveal decision rights, information gaps, communications, liquidity implications and succession readiness.
Chairing method
The Board is looking for a chair who can narrow a sprawling pack to the judgement that actually requires a decision. Papers should identify the issue, management recommendation, credible alternatives, sensitivity and dissent. The Chair will separate a request for more evidence from indefinite deferral, record unresolved assumptions and assign a date on which the committee will revisit them. Respectful challenge must be direct enough that a control leader or auditor can disagree with management without first building a political coalition.
Experience sought
This seat is appropriate for former bank/NBFC CFOs, audit partners, regulated-business CEOs, CROs or senior supervisory leaders with genuine people judgement. Candidates must show that they can chair disagreement, protect auditor and control-function access, and reach decisions without becoming management. Dual-chair or extensive committee experience is strongly preferred. Appointment requires statutory independence and databank compliance. The time demand includes quarterly reporting, NRC work between cycles, private sessions and additional availability during material events.
Registration on the IICA Independent Directors Databank is required before appointment. A DIN is not needed to apply: where an appointee does not yet hold one, it is obtained through the appointing company at the point of appointment.