Home / Independent Director
Independent Director
Available for appointment to boards that want genuine technology, cyber, AI and assurance depth in the independent seat — not a nominal one.
The gap
Most boards can read a balance sheet. Fewer can read a risk register.
Technology, cyber and now artificial intelligence sit on almost every Indian board agenda — and are almost always presented by the same executives whose work the board is meant to be testing. Committees end up accepting a summary they have no independent means of challenging.
I am not a technologist who has learnt some governance vocabulary. I have spent four decades on the delivery side of exactly the systems that now appear in board papers — service operations, change control, configuration data, information security, business continuity — and I hold lead auditor qualifications for the standards those papers cite. I know what a comfortable-looking metric is hiding, because I have produced comfortable-looking metrics.
Availability
Open to appointment as an independent director on the boards of listed entities, and on unlisted and growth-stage boards that want the same standard of scrutiny.
- Listed entities — SEBI LODR obligations understood and accepted
- Unlisted public and private boards
- Advisory boards and board committees
What I bring to a board
Independent expertise, not an independent chair-warmer
Audit literacy from the audit side
Lead auditor for ISO/IEC 27001 information security and ISO/IEC 42001 AI management systems; management representative for an ISO 20000 certified operation. I have sat on both sides of a certification audit and know which findings matter.
Technology, cyber and AI risk oversight
The questions a risk management committee should be asking about concentration risk, third-party and cloud dependency, incident readiness, data governance and model accountability — asked in business language.
Process and control design
Change, access and configuration controls are where IT meets internal financial controls. Having designed and audited them, I can test whether the control described in the paper is the control operating in the business.
Scale operating experience
Process accountability across a 225-plus person telecom operation, supplier and outsourcing arrangements, and service level regimes negotiated with commercial consequences attached.
Able to explain it to the whole board
Ten thousand professionals trained. A technical director who cannot make the rest of the table understand the risk has not reduced it — they have simply moved it into their own head.
No commercial entanglement
I do not take a board seat at an organisation where I hold a material consulting or training relationship, and I will not begin one during the term. Independence is worth more than a second fee line.
Committee fit
Where I am most useful
Risk Management Committee
Cyber, technology, continuity and AI risk; the risk register's honesty; whether mitigations exist outside the slide.
Audit Committee
IT general controls, internal audit scope and coverage, management-system audit findings and their closure.
Nomination & Remuneration
Board skills-matrix work, technology capability gaps, and succession in specialist functions.
Stakeholders Relationship
Service quality, grievance handling systems and the operational reality behind investor and customer complaints.
The compliance frame
What the appointment involves
For nomination committees and company secretaries — the framework this appointment sits inside, and where I stand on each requirement.
Board composition — SEBI LODR Regulation 17
A listed entity's board must have at least one woman director and not less than fifty per cent non-executive directors. Independent directors must be at least one-third of the board where the chairperson is a non-executive who is not related to the promoter, and at least one-half where the chairperson is executive, promoter-related, or where there is no regular non-executive chairperson.
Eligibility — Companies Act 2013, section 149(6)
Independence turns on the absence of pecuniary relationships, promoter or KMP association, and prescribed relative connections. I will furnish the declaration of independence required under section 149(7) and Regulation 25(8), and confirm eligibility ahead of any nomination.
The IICA Databank and proficiency test
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 requires individuals seeking appointment as independent directors to register with the Indian Institute of Corporate Affairs databank, and — unless exempt — to pass the online proficiency self-assessment test at not less than sixty per cent within one year of inclusion. There is no cap on attempts.
Committees and limits
Regulation 18 governs audit committee composition; Regulation 21 requires a risk management committee for the top 1,000 listed entities by market capitalisation. Regulation 17A caps directorships at seven listed entities, or three where the person is a whole-time director or managing director elsewhere. My existing commitments leave clear capacity within those limits.
This page summarises the regulatory position for orientation only and is not legal advice. Companies should rely on their own counsel and company secretary for the requirements applying to a specific appointment, and on the current text of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.
Sector experience
Where I have actually operated
For nomination committees and search firms
I will send a board profile with directorships, committee experience, credentials, independence position and references. Preliminary conversations are treated as confidential as a matter of course.