Independent Director

Reference: GILA/ID/NRC-032/ITS

Board seat: Independent Director, Non-Executive

Primary board location: Bengaluru

Meeting model: Five boards, six NRC meetings and annual talent deep dive

Mandate type: NRC Chair & Board Succession Expert

A listed digital-engineering and cloud-services company serving global industrial, software and financial clients through delivery centres in India and Eastern Europe.

Revenue is USD 1.2–1.8 billion. Three business presidents are flight risks and the top-20 leadership bench is too dependent on acquisitions.

The board needs succession before a vacancy. The NRC charter covers retention, integration of acquired leaders, sales-delivery leadership, AI-led workforce redesign and credible internal CEO options over three years.

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.

NRC Chair and member of Risk for human-capital and AI workforce transition; direct access to CHRO and independent assessment data.

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.

12 to 18 Months Charter:

1. Build readiness evidence for CEO and three business-president roles, including emergency cover; review acquired-leader retention and earn-out incentives for unintended behaviour; redesign long-term reward around organic growth, client quality and leadership development; govern AI productivity assumptions, workforce reskilling and bench risk without rewarding indiscriminate utilisation cuts.
2. 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.
3. 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.
   

Profile Description:

Essential evidence

• CHRO, services CEO or NRC Chair with global leadership succession; executive compensation fluency; ability to read talent economics in a people business

Differentiators

• Post-acquisition leadership integration or professional-services partnership transition; experience using external assessment without outsourcing judgement

For matching candidates, Gladwin 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: Search-firm, assessment vendor, major client or competitor relationships; coaching any top-20 leader; interests in acquisition targets.

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:

• Two-ready succession depth for pivotal roles; regretted leader attrition and acquired-team risk visible early; incentive outcomes reconcile organic performance and talent health

Commitment, protection and economics

• Expected load: 20–25 days annually.
• Terms: Five-year term; NRC Chair differential; standard D&O and independent-advice budget.
• 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.