Reference: GILA/ID/DEBT-081/REHOLD
Board seat: Independent Director, Non-Executive
Primary board location: New Delhi with portfolio reviews across states
Meeting model: Five boards, five Risk/Treasury and quarterly Audit meetings
Mandate type: HVDLE and Debt-Listed Governance Mandate
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A pure debt-listed renewable-energy holding company owning solar and wind SPVs with long-term power purchase agreements and project financing.
Operating capacity is 4–6 GW; listed debt at holding company and refinancing/guarantee links to SPVs are material. Curtailment, delayed utility receivables and resource variance affect cash upstreaming.
The board problem and strategic reason for appointment
The director must govern structural subordination and cash availability, not just consolidated EBITDA. Sponsor development fees, asset drops, hedging and distributions require independence.
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
Chair of Risk/Treasury and Audit member; access to SPV boards, trustees and independent engineer reports.
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
- Map security, guarantees, restricted cash and upstream tests across legal entities; stress utility receivables, curtailment, resource and refinancing; independently review sponsor asset acquisitions, development fees and shared services; govern currency/interest hedging, rating triggers and liquidity reserves
- Treat debt investors as governance stakeholders: establish oversight of covenant headroom, security perfection, cash waterfalls, rating sensitivities, asset-liability mismatches and disclosure of payment risk.
- Build the Chapter VA/other applicable debt-listing governance calendar around the entity’s actual classification, with related-party, committee, D&O and disclosure requirements legally validated at appointment.
Decision profile sought
Essential evidence
- Renewable project finance, treasury, rating, infrastructure investing or lending leader; debt-structure and RPT judgement
Differentiators
- HoldCo bond, yield platform or utility receivable restructuring; derivatives oversight
GILA will assess treasury and creditor judgement, debt-capital-markets literacy, related-party independence and the ability to challenge a sponsor whose equity incentives differ from creditor 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, EPC, seller, utility, lender, trustee or rating relationships; investment in bonds; advisory fee from asset transfers.
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 predictable debt governance, defensible related-party decisions and early board visibility of any threat to servicing or security. For this particular seat, the evidence will be:
- Cash available for debt service reconciles from SPVs; sponsor transactions independently valued; liquidity/rating downside prompts early board action
Commitment, protection and economics
- Expected load: 22–28 days annually.
- Terms: Five-year/tailored term; chair fee; debt and D&O cover with run-off.
- 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.