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Reference: GILA/ID/URG-008/MEDIA

Board seat: Independent Director, Non-Executive

Primary board location: Kolkata with periodic studio and uplink-facility visits

Meeting model: Appointment targeted before the next board cycle; five board and five committee meetings

Mandate type: Immediate Regulatory Vacancy Mandate

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

Type: Women Director Enterprise: A listed regional-language news and entertainment broadcaster with linear channels, a digital video platform and state-specific advertising exposure. Revenue is ₹900–1,300 crore. A woman independent director relocated overseas and resigned, affecting board and committee composition during a politically intense advertising season.

The replacement must restore compliance quickly but cannot be treated as a ceremonial media appointment. Editorial-commercial separation, political-advertising controls, digital rights and defamation exposure require a director with judgement and independence from local power networks.

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

Member of Audit and Stakeholders Relationship Committee; board sponsor for editorial-risk governance without any role in day-to-day editorial decisions.

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

Review the immediate composition and committee action calendar with the Company Secretary; establish board reporting for political and government advertising concentration and receivables; test editorial escalation, correction, legal review and deepfake-response protocols; review content-rights ownership and related-party production arrangements

Restore the affected board and committee composition on a documented timetable, while preserving decision validity and escalating any matter that should not proceed during the vacancy.

Conduct a rapid handover review of open committee actions, whistleblower matters, regulatory correspondence and prior dissent so urgency does not erase institutional memory.

Decision profile sought

Essential evidence

Senior media, consumer internet, legal-risk, public policy or advertising executive; woman candidate meeting full independence gates;

experience with reputation and content decisions

Differentiators

Regional-language business experience; prior work on platform misinformation, defamation or broadcast regulation

GILA will assess immediate availability, clean independence, calm judgement in a compressed appointment process, and the exact committee competence lost with the outgoing director. 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: Political office, paid advocacy or material government-advertising brokerage; ownership in production houses supplying the company; recent on-air or endorsement contract.

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 a compliant, fully functioning board without a rushed compromise on competence or independence. For this particular seat, the evidence will be:

Composition restored before the required deadline; political-advertising and editorial-risk data reach the board monthly during peak period; rights and related-party exceptions closed with ownership evidence

Commitment, protection and economics

Expected load: 10–12 days during accelerated onboarding; 18–22 days annually thereafter.

Terms: Five-year term or legally appropriate remainder; cash remuneration only; media-liability and D&O; coverage disclosed before appointment.

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.

Search process

Conflict pre-clearance → GILA/SYMPHONY™ board-fit interview → mandate case → document-led diligence under NDA → references from board peers and control functions → NRC/owner interviews → statutory, regulatory and reputation checks → board recommendation. Candidate consent, disclosures and appointment approvals will follow the law and the entity’s constitutional documents.

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