Woman Independent Director — Private Sector Bank (Urgent)

Reference: GILA/ID/BANK-W/2604 Board seat: Independent Director (Non-Executive, Independent), Woman Location of board meetings: Western India, with the board's practice of one meeting per year in a priority-sector geography Term: As approved by the Board and members, subject to the Banking Regulation Act, 1949 tenure architecture Status: URGENT. Vacancy crystallises in approximately five months. Candidate must be identified, screened and board-approved with sufficient runway for fit-and-proper processing.

Anonymised client snapshot

A private sector scheduled commercial bank licensed under the Banking Regulation Act, 1949.

• Balance sheet in the ₹1.2–2.2 lakh crore range; a retail-led liability franchise with a CASA ratio the bank is actively working to improve.
• 900–1,300 branches, with distribution weighted toward western and southern India and a deliberate semi-urban and rural expansion underway.
• Advances mix spanning retail, MSME and a mid-corporate book, with a stated strategic shift toward granularity and away from lumpy corporate exposure.
• Diversified shareholding with no single promoter holding controlling stake; significant institutional and foreign portfolio ownership.
• A senior management team refreshed within the last three years, including at least one apex-level transition.
• Listed, and within scope of the full SEBI LODR governance framework in addition to RBI's banking-sector requirements.

Why this seat, and why now — and why it is urgent

The incumbent Independent Woman Director on the board reaches the eight-year continuous tenure ceiling under Section 10A(2A) of the Banking Regulation Act, 1949 in approximately five months. That is a statutory hard stop. It cannot be extended, waived or bridged.

On her cessation, the board falls below its woman-director obligation under Regulation 17(1)(a) of SEBI LODR. Regulation 25(6) permits filling an independent director vacancy within three months, but a bank does not have the luxury of a three-month gap: RBI's supervisory expectations on board composition, and the reputational cost of a governance gap at a listed bank, make a seamless transition the only acceptable outcome.

Compounding the urgency: appointment of directors at a banking company requires the bank's own fit and proper assessment under RBI's Master Direction, board and Nomination and Remuneration Committee clearance, the signed declaration and undertaking, the annual deed of covenant, and shareholder approval by special resolution under Regulation 25(2A). That process has a realistic floor of eight to twelve weeks even when it runs cleanly. The effective candidate-identification window is therefore closer to eight weeks than five months.

This is a mandatory woman director appointment. The search is being run exclusively for women candidates.

Where this seat sits, and the Section 10A calculus

Section 10A of the Banking Regulation Act requires that not less than fifty-one percent of the total number of members of the board shall consist of persons with special knowledge or practical experience in specified fields — accountancy, agriculture and rural economy, banking, co-operation, economics, finance, law, small-scale industry — or in any other matter useful to the bank in the opinion of the RBI. Further, not less than two directors must have special knowledge or practical experience in agriculture and rural economy, co-operation or small-scale industry.

The current board composition means this appointment is being made against a specific sectoral gap. Candidates whose expertise sits in risk management, information technology, cyber security, payment and settlement systems, human resources, or agriculture and rural economy are of materially higher interest than a generalist profile, because of how the Section 10A matrix currently reads.

RBI's Corporate Governance in Banks directions additionally require that the Chair of the Audit Committee of the Board be an independent director, that the Chair of the NRC be an independent director, and constrain the composition of the Risk Management Committee. This appointment will be positioned accordingly.

Committee expectations:

• Risk Management Committee of the Board — Member, with a path to chairmanship subject to tenure and fit.
• IT Strategy Committee — Member.
• Customer Service Committee — Member.
• Audit Committee of the Board or NRC — Member, depending on the candidate's Section 10A qualification and the resulting committee balance.
• Special Committee for Monitoring Large Value Frauds — participation as required.

Charter of the role

1. Credit concentration and the granularity transition. The stated shift from mid-corporate toward retail and MSME changes the risk profile in ways that only show up two to three cycles later. The board needs directors who will ask about unseasoned book vintage performance, not just current GNPA.
2. Divergence. RBI's annual risk-based supervision may result in divergence in asset classification and provisioning. Where divergence exceeds the disclosure threshold, it is publicly reportable. Independent directors are expected to understand the divergence history, the remediation, and whether the underlying assessment gap has actually closed.
3. Operational risk and fraud. Fraud reporting timelines to RBI, the functioning of the Special Committee, the independence and resourcing of the internal audit and vigilance functions, and whether staff-side fraud is being surfaced or absorbed.
4. Cyber security and IT resilience. RBI's Cyber Security Framework, the IT Governance Master Direction, business continuity and disaster recovery testing, outsourcing risk under the outsourcing directions, and — increasingly — third-party fintech partnership risk in origination and collections.
5. Customer conduct. Complaints volumes and root causes, RBI Ombudsman awards and their pattern, mis-selling exposure in third-party product distribution, and the recovery agent conduct framework. This is where reputational risk at a retail bank actually originates.
6. Section 20 and related-party discipline. The prohibition on lending to directors and entities in which directors are interested is absolute in its scope and must be actively monitored, not passively assumed.
7. Priority sector and regulatory targets. PSLC usage, shortfall consequences, and the quality of the underlying priority sector origination.

Statutory eligibility — hard gates

This is the most heavily gated of the seven mandates. Candidates should self-screen carefully.

• Woman candidate — statutory requirement of the mandate.
• Section 10A(2) of the Banking Regulation Act: must possess special knowledge or practical experience in one or more of the specified fields. Candidates should be able to evidence this substantively, not nominally.
• Section 10A(2)(b) exclusions: must not have substantial interest in, or be connected with as employee, manager or managing agent, any company or firm carrying on trade, commerce or industry — other than small-scale industry — and must not be a proprietor of any trading, commercial or industrial concern other than a small-scale industrial concern. This provision disqualifies a large number of otherwise excellent candidates and should be assessed before anything else.
• Section 16: must not be a director of any other banking company.
• Section 10A(2A): the eight-year continuous tenure ceiling will apply prospectively to this appointment.
• RBI fit and proper criteria: the declaration and undertaking, the annual deed of covenant, and the NRC's assessment covering integrity, reputation, track record, financial soundness, and absence of criminal, regulatory or insolvency proceedings.
• Upper age limit of 75 years for non-executive directors under RBI's directions; candidates should be able to serve a meaningful term within that limit.
• Full compliance with Section 149(6) of the Companies Act, 2013.
• IICA databank registration; proficiency test cleared or exemption available.
• Within Section 165 and Regulation 17A ceilings; within Regulation 26 committee limits.
• No adverse SEBI, RBI, ED, SFIO or IBBI proceeding, and no association with an entity subject to RBI supervisory action.

Professional profile

Essential

• A career of substance in one of: banking or financial sector supervision; risk management at a bank, NBFC or insurer; technology and cyber security leadership in a regulated financial institution; law with a financial services regulatory practice; economics or public policy at an institutional level; chartered accountancy with financial-sector assurance depth; or agriculture, rural economy and financial inclusion.
• Demonstrable independence of mind under pressure. Banking boards are tested at the point where a regulator's finding is uncomfortable and management's explanation is confident. We will assess for this specifically.
• Clean Section 10A(2)(b) position.

Strongly preferred

• Prior board or senior committee experience at a regulated financial institution.
• Direct experience of an RBI inspection cycle from the institution's side, or of conducting one.
• Understanding of the Banking Regulation Act's structural provisions — not just the governance headlines.
• Familiarity with Basel III capital adequacy, LCR/NSFR mechanics and ICAAP as a board-level document rather than a treasury artefact.

Conflict screens

Directorship at any other banking company (absolute bar under Section 16); substantial interest in trading, commercial or industrial concerns (Section 10A(2)(b)); borrowing relationships with the bank, personal or through connected entities; positions at the bank's auditors, principal outsourcing partners or fintech origination partners; and any relationship with a borrower group under stress.

Time commitment

Materially higher than a non-financial listed board. Bank boards meet more frequently, committees are numerous and statutorily mandated, and RBI interaction adds an irregular but real load.

Board: 8–12 per year. Risk Management Committee: 4–6. IT Strategy: 4. Customer Service: 4. Audit Committee or NRC: 6–8. Special Committee on Frauds: as convened. Separate meeting of Independent Directors: 1. Interaction with RBI supervisory team during the annual inspection cycle. Board evaluation and annual strategy session.

Realistic total: 35–45 days per annum. Candidates should treat this as a genuine constraint on other commitments.

Remuneration and terms

• Fixed remuneration to non-executive directors is permitted under RBI's extant instructions, subject to the prescribed annual ceiling, and is in addition to sitting fees. The precise quantum will be shared at shortlist stage and is set by the board within the regulatory limit.
• Sitting fees for board and committee meetings within the Section 197(5) ceiling.
• No profit-linked commission to non-executive directors of a bank, and no stock options — Section 149(9) applies, and RBI's compensation guidelines separately constrain variable pay for NEDs.
• D&O liability cover.
• Travel and accommodation at bank policy.

Process — compressed timeline

Immediate longlist → parallel Section 10A(2)(b) and Section 16 screening (conducted first, given its exclusionary force) → SYMPHONY™ assessment → NRC fit-and-proper assessment → interaction with the Board Chair and the Chair of the Risk Committee → Board approval → declaration and undertaking execution → shareholder special resolution.

Candidates who are not in a position to move at this pace should indicate so at first contact. We would rather know early.