Independent Director

Company context

The company manufactures equipment and integrated systems used in industrial energy transition, efficiency improvement and lower-emission infrastructure. Its growth plan requires simultaneous investment in manufacturing capacity, engineering capability, supply-chain qualification, field service and long-cycle customer programmes. The cash profile therefore differs materially from the accounting profile: advance payments, milestone billing, retention, imported inputs, performance guarantees, inventory commitments and commissioning obligations can create sharp changes in liquidity.

The Board is seeking an Independent Director who has raised institutional capital and governed its deployment through changing market conditions. The appointment is intended to strengthen capital-structure judgement — not to favour a particular instrument, lender, investor or valuation outcome.

Board mandate

The director will help the Board decide how much capital the strategy genuinely requires, when it should be raised, which risks belong with equity or debt holders, and what performance evidence must exist before each tranche is deployed. The mandate spans public and private market financing, treasury, lender governance, investor communication, strategic partnerships and capital-allocation discipline.

The Board expects independent challenge where growth ambition outruns cash-generation capacity, where transaction urgency compresses diligence, or where headline valuation obscures dilution, covenants, security, control rights, refinancing risk or execution dependency.

Strategic and governance priorities

• Convert the strategic plan into an integrated funding model covering capacity, engineering, qualification, working capital, guarantees, service infrastructure, acquisitions, downside liquidity and contingency reserves.
• Separate committed capital needs from discretionary growth options and define evidence-based release gates for each major investment.
• Review the full financing menu — internal accrual, working-capital facilities, term debt, bonds, equity, strategic investment, project-level capital and asset-backed structures — against risk, flexibility, dilution and maturity concentration.
• Establish Board-approved leverage, liquidity and covenant guardrails using downside cash flows rather than base-case earnings.
• Require transparent modelling of order slippage, customer acceptance delays, input inflation, currency movement, retention, warranty calls, liquidated damages and delayed subsidy or incentive receipts.
• Govern equity issuance through a clear statement of use of proceeds, price and dilution logic, investor rights, promoter participation, related-party considerations and post-raise accountability.
• Challenge debt proposals on security, cross-default, cash sweeps, restricted payments, financial covenants, rating triggers, prepayment economics and refinancing pathways.
• Strengthen treasury oversight across counterparty limits, surplus investment, foreign exchange, interest-rate exposure, bank guarantees, letters of credit and trapped cash.
• Establish capital-allocation scorecards comparing approved thesis, deployed cash, commissioning, customer qualification, utilisation, contribution margin and realised cash return.
• Ensure investor communication distinguishes contracted order book, preferred-bidder status, pipeline and management aspiration; prohibit ambiguous aggregation that could distort market understanding.
• Oversee governance of bankers, legal advisers, placement agents, rating agencies and diligence providers, including conflicts, fee structures, mandate scope and information consistency.
• Build contingency playbooks for a closed capital market, covenant pressure, rating downgrade, customer cancellation, supply shock or unsuccessful equity raise.

Capital decisions expected at Board level

• Whether to raise capital ahead of demonstrated utilisation in order to secure strategic capacity, or preserve flexibility until customer commitments mature.
• Whether an equity issue creates acceptable long-term value after dilution, control rights and execution risk are considered.
• Whether debt tenor and repayment profile match the actual cash-conversion cycle of long-duration programmes.
• Whether a project should be financed at the corporate level or ring-fenced with project-specific risk sharing.
• Whether to continue, stage, partner or exit an investment whose technical milestones are progressing but commercial conversion is delayed.

Board information architecture

The director will sponsor a monthly capital and liquidity pack covering unrestricted cash, committed and undrawn lines, covenant headroom, maturity ladder, guarantees, currency exposures, customer advances, overdue milestones, inventory commitments, capex cash flow, project returns and downside scenarios. Material deviations must explain cause, consequence, management action, decision required and the date on which the Board should reassess.

Candidate profile

Essential: Former listed-company CFO, investment banker, corporate-finance leader, institutional investor, treasury leader or industrial CEO with direct accountability for one or more substantial equity, debt or structured-capital transactions; strong understanding of manufacturing working capital, project cash flows, covenants and investor disclosure; prior Board or senior governance exposure.

Preferred: Capital-intensive or energy-transition industries; qualified institutional placements, rights issues, public debt, private capital or strategic-investor transactions; credit ratings; acquisition finance; refinancing under volatile markets; investor-relations governance.

The candidate must demonstrate capital judgement independent of transaction momentum. Success requires the confidence to recommend no transaction, a smaller transaction, a delayed transaction or a different capital mix when evidence does not support management's preferred route.