Reference: GILA/ID/NRC-031/QSR
Board seat: Independent Director, Non-Executive
Primary board location: Mumbai with market visits in four cities
Meeting model: Six NRC meetings, five boards and structured succession workshops
Mandate type: NRC Chair & Board Succession Expert
Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.
The anonymised enterprise
A listed multi-brand quick-service restaurant operator with company-owned and franchised outlets, digital delivery dependence and several regional kitchen formats.
System sales exceed ₹6,000 crore across 900+ locations. A founder-CEO will move to non-executive vice chair within twelve months and the board must select the first external group CEO.
The board problem and strategic reason for appointment
The transition is not a retirement ceremony. The NRC must define authority across founder, brand presidents and the new CEO, while linking reward to restaurant economics, food safety and franchise health—not store openings alone.
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
NRC Chair; member of Risk for food safety and franchise conduct; leads CEO process while the board retains the appointment decision.
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
- Define CEO success profile and decision rights before candidate assessment; compare internal brand presidents and external leaders on identical evidence; redesign incentives around mature-store cash, franchisee health, safety and talent; establish founder/CEO working charter, escalation and twelve-month transition review
- Turn succession from an annual name-list exercise into a board-owned system covering CEO emergency cover, two-ready-now depth, pivotal roles, development evidence and decision rights.
- Redesign executive and board evaluation so reward, risk, culture and long-horizon value are connected; document how the NRC handles underperformance, key-person dependency and promoter influence.
Decision profile sought
Essential evidence
- Former CHRO, consumer CEO or NRC Chair with completed founder succession; multi-site operating understanding; remuneration and culture judgement
Differentiators
- Restaurant, retail or franchise leadership; experience repairing a failed external-CEO appointment
GILA will assess first-hand succession decisions, remuneration judgement, organisation design literacy and the independence to surface uncomfortable evidence about powerful leaders. 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: Current executive-search, franchisee, food supplier or candidate coaching relationships; personal dependence on founder; competing restaurant board.
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 credible leadership continuity, a decision-grade talent dashboard and remuneration outcomes the board can defend to shareholders and employees. For this particular seat, the evidence will be:
- CEO selected against agreed evidence; founder/CEO authority documented and observed; incentive scorecard balances growth, cash, safety and franchise outcomes
Commitment, protection and economics
- Expected load: 24–30 days during succession; 18–22 thereafter.
- Terms: Five-year term; NRC Chair fee; access to independent assessment advice 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.