Independent Director

Reference: GILA/ID/XBD-096/GCCENG

Board seat: Independent Director, Non-Executive

Primary board location: Mumbai, Dubai and Riyadh

Meeting model: Six group/subsidiary boards and quarterly country-risk reviews

Mandate type: International and Cross-Border Board Mandates

Status: Confidential live-search specification; client identity released only after conflict clearance and NDA.

The anonymised enterprise

A listed Indian engineering-consulting company is scaling design, project-management and digital-engineering subsidiaries across the Gulf, serving infrastructure and energy clients.

International revenue is ₹2,000–3,000 crore and growing faster than India. Localisation rules, professional liability, permanent establishment, tax, subcontractors and government customers create entity risk.

The board problem and strategic reason for appointment

The board needs a cross-border director who can distinguish sales momentum from executable, collectible and compliant backlog. Local subsidiaries must be governed as entities, not sales offices.

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.

Board position, authority and interfaces

Group independent director with designated oversight of GCC subsidiaries; Audit/Risk member; local-board seats only after conflict and jurisdiction review.

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.

First 12–18 month strategic charter

1. Set country/entity authority, reserved matters and delegated signing limits; review Saudisation/Emiratisation, visa and labour compliance with project staffing; govern contract liability, PI insurance, subcontracting and government receivables; test transfer pricing, permanent establishment, cash repatriation and sanctions/export controls
2. Make legal-entity governance real across jurisdictions: reserved matters, delegated authority, tax and transfer pricing, sanctions/export controls, data movement, permanent-establishment risk and local director duties must align.
3. Create a country-risk and market-entry dashboard that distinguishes commercial underperformance from regulatory, partner, currency and geopolitical exposure, with exit or pause triggers agreed in advance.

Decision profile sought

Essential evidence

• GCC engineering/infrastructure, professional services, tax, risk or country-management leader; cross-cultural board and entity-duty judgement

Differentiators

• Saudi/UAE localisation, government contract or professional-liability experience; India-headquartered multinational governance

GILA will assess cross-cultural board judgement, first-hand multi-jurisdiction operations, independence from distribution or advisory interests, and willingness to protect the local entity when group pressure points elsewhere. 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: Government, client, local sponsor, subcontractor, adviser or competitor interests; residence/board conflicts; success fee on market entry.

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 coherent group and entity governance, controlled cross-border growth and a board record that respects the duties and risks of every relevant jurisdiction. For this particular seat, the evidence will be:

• Subsidiary authority and risk reporting function; backlog quality and receivables controlled; tax, localisation and liability issues resolved before scale

Commitment, protection and economics

• Expected load: 26–34 days annually with international travel.
• Terms: Five-year parent term and any local terms separately structured; cash fee; global PI and D&O tower with local admitted cover.
• 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.