Independent Director

Company context

The company manufactures engineered components through a multi-plant operating model and serves a diversified mix of domestic and export customers. Its economics depend on disciplined conversion of metals and other industrial inputs into specification-critical products, reliable capacity utilisation, controlled tooling and maintenance expenditure, and the ability to recover commodity, energy and logistics movements through pricing.

The Board is strengthening independent financial oversight as operating complexity increases across plants, products, customer programmes and capital projects. It wants an Audit Committee Chair who can move the control conversation beyond statutory closure and into the underlying truth of product costing, plant performance, working capital, quality losses, related-party exposure and capital deployment.

Board mandate

The Independent Director will establish a rigorous line of sight between shop-floor activity, management reporting, financial statements and external disclosure. The role requires the judgement to distinguish temporary manufacturing variance from structural value leakage, legitimate commercial estimates from earnings management, productive capex from deferred operational discipline, and reported growth from cash-accretive growth.

The director will not function as an operating controller. The mandate is to ensure that the Board, Audit Committee and auditors receive reliable evidence, challenge assumptions before they harden into accounting positions, and insist on timely remediation where control weakness could affect safety, quality, cash, tax, reputation or reported performance.

Strategic and governance priorities

• Rebuild the Audit Committee agenda around the principal sources of manufacturing judgement: standard-cost revisions, material and labour variance, overhead absorption, slow-moving inventory, scrap, rework, warranty, customer claims, tooling recovery and asset impairment.
• Require a reconciled bridge from production quantity and dispatch data to invoicing, revenue recognition, receivables, finished-goods inventory and cash collection, with unexplained manual adjustments reported separately.
• Establish plant-level control dashboards covering inventory accuracy, yield loss, unplanned downtime, maintenance backlog, rejected material, quality holds, debit notes, overdue receivables, vendor advances and open purchase commitments.
• Examine whether product and customer profitability incorporates the full economic cost of changeovers, low-volume complexity, expedited freight, quality containment, engineering support, warranty and dedicated capacity.
• Strengthen revenue governance for price revisions, retrospective claims, customer schedules, bill-and-hold situations, unbilled dispatches, returns, rebates and contract modifications.
• Oversee physical and system controls for raw material, work in progress, scrap, reusable tooling, customer-owned material and material held at subcontractors or third-party warehouses.
• Challenge capital-expenditure proposals on demand evidence, bottleneck logic, process capability, commissioning risk, customer qualification, working-capital impact and downside returns — not merely headline capacity.
• Review the integrity of capitalisation across plant construction, automation, dies, development work, major repairs, trial runs and borrowing costs; require clear separation between sustaining and growth capital.
• Improve vendor governance through beneficial-ownership visibility, conflict declarations, competitive sourcing evidence, rate benchmarking, quality performance, single-source dependencies and emergency-procurement review.
• Require independent assurance over statutory dues, indirect taxes, export benefits, transfer pricing, environmental obligations, labour contractors and contingent liabilities.
• Build a risk-based internal audit plan that spends meaningful time inside plants, procurement, maintenance, quality, stores, dispatch and engineering rather than concentrating on corporate-office process testing.
• Establish protected escalation for the CFO, internal auditor, company secretary, plant controllers, quality leaders and whistleblowers, with closure quality reviewed by the committee.
• Test the resilience of finance and operational systems against access abuse, master-data manipulation, production-data overrides, ransomware, prolonged outage and recovery from clean backups.

Decisions expected at Board level

• Whether reported margin improvement is supported by sustainable productivity or by favourable absorption, inventory build, delayed maintenance or temporary commodity movement.
• Whether a major capacity programme should be approved, staged or deferred when customer intent is strong but contracted demand and qualification timelines remain uncertain.
• Whether an underperforming plant or product family requires remediation, impairment, consolidation or exit.
• Whether a recurring quality claim represents an isolated commercial dispute or a wider provision, disclosure and customer-notification issue.
• Whether a related-party or promoter-connected arrangement is operationally necessary, demonstrably arm's length and superior to available alternatives.

Audit Committee leadership agenda

• Set an annual calendar linking significant estimates, plant reviews, internal audit, tax, cyber resilience, whistleblower cases and statutory-auditor focus.
• Hold private sessions with statutory and internal auditors without executive management present.
• Require every high-risk audit observation to carry an accountable owner, quantified exposure, root cause, interim protection and independently verified closure.
• Track repeat observations and prevent cosmetic closure based only on revised procedure documents.

Candidate profile

Essential: Former CFO, finance controller, audit partner, internal-audit leader, manufacturing CEO or senior operating executive with direct responsibility for complex manufacturing controls; substantial listed-company Board or Audit Committee exposure; deep fluency in product costing, inventory, capex, revenue, tax, cash and internal financial controls; demonstrated independence when confronting optimistic reporting or promoter influence.

Preferred: Multi-plant industrial operations; export accounting; ERP transformation; plant turnaround; forensic review; Audit Committee Chair experience; oversight of a material control remediation or restatement-risk situation.