Reference: GILA/ID/REG-093/PAGG
Board seat: Independent Director, Non-Executive
Primary board location: Bengaluru
Meeting model: Six boards and quarterly Risk/Audit plus regulatory reviews
Mandate type: Sector-Regulated Independent Director Mandates
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
An RBI-authorised online payment aggregator serving small and mid-sized merchants, distinct from the larger cyber-focused payment mandate in this portfolio.
Processed value is ₹80,000 crore–₹1.2 lakh crore. The company is expanding cross-border acceptance and marketplace clients while upgrading escrow and merchant-monitoring systems.
The board problem and strategic reason for appointment
The candidate must meet all applicable fit-and-proper and regulatory expectations. The board challenge is licence protection through merchant due diligence, settlement integrity, escrow governance, customer grievance and outsourcing oversight.
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
Audit/Risk member and Chair of Regulatory Compliance Committee; direct access to compliance, nodal/escrow operations, CRO and internal audit.
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
- Govern merchant onboarding, beneficial ownership and prohibited-business monitoring; reconcile escrow/nodal money, settlements, refunds and chargebacks daily; review cross-border, FX and partner-bank perimeter before launch; oversee outsourcing, grievances, fraud reporting and regulatory-observation closure
- Map the regulator’s fit-and-proper, board-composition, control-function and approval expectations to the company’s actual licence and ownership structure; generic Companies Act compliance is not enough.
- Create direct board access for the regulated control functions and a closed-loop process for supervisory observations, licence conditions, customer harm indicators and regulatory correspondence.
Decision profile sought
Essential evidence
- Payments, bank operations, regulation, audit or financial-crime leader meeting fit-and-proper standards; settlement and customer-fund judgement
Differentiators
- Regulatory authorisation, escrow operations or merchant-risk remediation; cross-border payments
GILA will assess current sector-regulatory fluency, fit-and-proper standing, independence from regulated counterparties and evidence of balancing commercial ambition with licence protection. 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 bank, merchant, network, outsourcing vendor, auditor or competing licence interests; regulator cooling-off; commercial sales role.
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 board that understands the regulatory perimeter, protects the licence and can demonstrate effective challenge to the supervisor. For this particular seat, the evidence will be:
- Settlement/customer money reconciles without stale breaks; high-risk merchants controlled; regulatory commitments close with verified effectiveness
Commitment, protection and economics
- Expected load: 24–30 days annually.
- Terms: Term/remuneration under RBI/company rules; fit-and-proper verification; crime, cyber and D&O cover.
- 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.