Reference: GILA/ID/MA-064/RENEWACQ
Board seat: Independent Director, Non-Executive
Primary board location: Pune with India and Iberia operating reviews
Meeting model: Six boards, monthly integration sessions and risk reviews
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
An Indian listed engineering-services group has acquired a European wind and solar operations-and-maintenance platform with long-term service contracts and a unionised field workforce.
The acquired business contributes EUR 250–350 million revenue across several countries. Integration must preserve local licences, safety systems and customer neutrality while sharing procurement and analytics.
The board problem and strategic reason for appointment
The board needs a director who can see both entity and group risks: service-contract change of control, labour consultation, transfer pricing, cross-border data, spare-parts working capital and promised procurement synergy.
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
Member of Audit/Risk and Chair of Integration Committee for 24 months; local subsidiary-board interface.
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
- Protect local customer, licence and labour obligations through Day-1 governance; validate synergy by contract and procurement category without harming uptime; review transfer pricing, management charges and cash pooling; govern safety, spare-parts, field technology and cross-border data integration
- 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
- Cross-border renewable operations, integration, finance or labour-relations leader; European entity-governance experience; service-contract economics
Differentiators
- Works council/union consultation, O&M safety or data-transfer governance; acquisition integration that preserved customer neutrality
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: Seller, customer, union adviser, procurement vendor or competing service-provider ties; interests in earn-out or integration consultancy.
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:
- No licence/customer loss from integration; synergy converts to cash with uptime protected; local entity and workforce decisions meet jurisdictional obligations
Commitment, protection and economics
- Expected load: 28–34 days in year one.
- Terms: Five-year parent/three-year subsidiary structure as advised; integration fee; cross-border D&O and local indemnity.
- 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.