Independent Director

Company context

The company delivers creative-technology and digital-production work through multidisciplinary teams combining artistic, production, engineering and programme-management capabilities. Client programmes may require rapid staffing, specialised talent, distributed delivery, intensive review cycles and protection of confidential content. Demand can be uneven, while critical skills take time to develop and experienced team leaders carry disproportionate responsibility for delivery quality and client retention.

The business is professionalising ahead of an IPO. The Board requires an Independent Director who can govern human capital as an enterprise asset without turning the NRC into an administrative review forum. The central questions are whether leadership depth, workforce design, culture, incentives and succession can sustain public-company growth without damaging creative quality, employee trust or delivery discipline.

Board mandate

The director will chair the transition from founder-influenced people decisions to transparent, capability-led institutional governance. The mandate covers Board composition, CEO and executive succession, leadership assessment, organisation design, workforce capacity, specialised-talent economics, remuneration, culture, conduct and people disclosures.

The role requires sensitivity to creative work and firmness about governance. Informality may support collaboration, but it cannot justify opaque pay, undocumented promotions, inconsistent performance decisions, unmanaged dependence on individuals, weak investigation practice or the absence of credible succession.

Strategic and governance priorities

• Define the leadership architecture required for the next stage: account leadership, production, technology, creative quality, operations, finance, people, information security and international delivery.
• Establish CEO and critical-role succession plans with emergency cover, ready-now candidates, development successors, external-market options and Board review triggers.
• Map key-person concentration across client relationships, creative supervision, production pipelines, technical tools and delivery locations; require deliberate transfer of knowledge and authority.
• Build a workforce-planning model linking contracted demand and probability-weighted pipeline to skills, seniority, location, utilisation, hiring lead time, contractor use, learning capacity and bench cost.
• Distinguish healthy creative capacity from unproductive bench through role-specific measures rather than one utilisation target across all disciplines.
• Review employment, contractor and freelance models for genuine classification, confidentiality, intellectual-property ownership, working-time, benefits, tax, data access and continuity risk.
• Establish remuneration principles that balance market scarcity, internal equity, role value, performance, retention and affordability; require explicit governance for exceptional grants and counteroffers.
• Redesign executive incentives around quality, client durability, cash, leadership development, security, conduct and sustainable margin — not revenue or utilisation alone.
• Govern equity awards through eligibility, dilution, vesting, performance conditions, leaver treatment, change of control, clawback and clear employee communication.
• Create a talent-risk dashboard covering regretted attrition, critical-role vacancies, time to productivity, internal mobility, leadership depth, pay equity, overtime, contractor dependence, grievances and investigation closure.
• Establish trusted mechanisms for harassment, discrimination, retaliation, bullying, excessive work pressure, conflicts and misuse of confidential client material.
• Prepare defensible human-capital disclosure for the IPO, including workforce composition, attrition, diversity, productivity, people costs, incentive structures and material employee risks.

NRC decisions expected at Board level

• Whether the executive structure is capable of operating without routine founder intervention.
• Whether a high-performing leader's conduct or team attrition makes continued promotion or retention unacceptable.
• Whether equity should be used to retain scarce talent when valuation expectations and dilution capacity diverge.
• Whether rapid hiring should proceed before demand visibility improves, and which capabilities must be protected despite short-term bench cost.
• Whether a contractor-heavy delivery model creates unacceptable control, classification, confidentiality or continuity risk.
• Whether management's human-capital disclosures accurately represent workforce stability and capability.

Candidate profile

Essential: Former CHRO, Chief People Officer, business CEO, global delivery leader or senior human-capital executive with Board/NRC exposure; experience governing leadership succession, organisation design, remuneration, culture and workforce transformation in a talent-intensive enterprise; credibility with founders, investors, creative leaders and technology leaders.

Preferred: Creative or digital services; distributed delivery; project-based workforce economics; contractor governance; executive remuneration; equity plans; IPO or first-year listing transition; sensitive investigation oversight.

The Board is not seeking a policy specialist detached from delivery economics, or a business leader who treats people risk as an operational detail.

Eligibility, independence and conflicts

Active inclusion in the IICA Independent Directors Databank is mandatory, with the applicable proficiency requirement completed or a valid exemption documented. Candidates must meet all applicable independence, DIN, KYC, disqualification, tenure and directorship-capacity conditions.

Candidates must disclose relationships with investors, customers, executive-search firms, compensation advisers, technology vendors, production partners, staffing providers, learning vendors, founders, executives and competing employers. Prior advisory work on remuneration, organisation design or investigations must be assessed for self-review risk.