India ID Exchange · Executive Search

Searching for a Stakeholders Relationship Committee Independent Director: Scoping the Seat.·

A stakeholders connection committee answers to the firm's security holders when their grievances go unresolved. Filling its board seats calls for someone who treats recurring complaints as a governance signal - here is how to selection procedure.

A board strengthening its stakeholders connection committee is seeking a member who takes security-holder grievances seriously as a symptom, not a nuisance - someone who will ask why complaints recur, whether the registrar and transfer agent is performing, and whether dividend, transfer and dematerialisation processes really work for investors. Section 178(5) of the Companies Act calls for the governing board sub-committee to consider and resolve the grievances of security holders, and SEBI LODR Regulation 20 sets its composition and specific remit for publicly-listed entities, with a non-executive director as chair. Scoping the selection procedure means deciding whether the governing board needs investor-relations judgment, registrar supervision or simply a chair with the standing to make grievance data matter, then recruiting for proof of that.

Scope the brief
Scope an SRC selection procedure from the firm's grievance pattern - the recurrence to end, the registrar to hold to account, the escalation to build - and recruitment process for a member who treats security-holder complaints as a governance signal, not administrative noise.
Skills matrix
The matrix should demand real understanding of the security-holder experience - grievance-pattern analysis, transfer, dividend and dematerialisation mechanics, registrar supervision - and the standing to chair as a non-executive, not a generic investor-relations label.
Committee need
Section 178(5) and SEBI LODR Regulation 20 drive it - resolving security-holder grievances over transfers, dividends and reports, reviewing the registrar, and a non-executive chair - so the selection procedure looks for genuine stakeholder judgment.
Independence diligence
For the SRC directorship, check any tie to the registrar or service providers the board committee must hold to account, alongside the Section 149(6) baseline, since a connected member cannot impartially review the performance the governing board sub-committee oversees.
Search process
Longlist directors who have improved an investor-grievance function from a directorate-ready directory, not the governing board's circle; short list on proof - a recurring grievance eliminated, a registrar held to standards - not on an investor-facing title alone.
Regulatory lens
Companies Act 2013 Section 178 and SEBI LODR Regulation 20 and Part D of Schedule II.

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the Stakeholders Relationship Committee Search: the questions a searching board asks

Straight answers for a directorate running an SRC selection procedure: scoping the mandate brief, the skills matrix, the board committee need, the independent standing due diligence and the directory recruitment process — anchored to real law, never a fabricated success rate.

  1. 1

    How should a board scope an independent-director search for an SRC search?

    Scope an SRC selection procedure from the firm's grievance pattern - the recurrence to end, the registrar to hold to account, the escalation to build - and recruitment process for a member who treats security-holder complaints as a governance signal, not administrative noise.

    Scoping the brief
  2. 2

    What should the skills matrix require for an SRC search?

    The matrix should demand real understanding of the security-holder experience - grievance-pattern analysis, transfer, dividend and dematerialisation mechanics, registrar supervision - and the standing to chair as a non-executive, not a generic investor-relations label. For an SRC selection procedure, the honest test is whether the governing board can define the competence it needs, recruitment process for it across board-ready directors, and due.

    Skills matrix
  3. 3

    Which committee need usually drives an SRC search?

    Section 178(5) and SEBI LODR Regulation 20 drive it - resolving security-holder grievances over transfers, dividends and reports, reviewing the registrar, and a non-executive chair - so the selection procedure looks for genuine stakeholder judgment. For an SRC selection procedure, the honest test is whether the governing board can define the competence it needs, recruitment process for it across board-ready directors, and.

    Committee need
  4. 4

    How does a board diligence independence when appointing for an SRC search?

    For the SRC directorship, check any tie to the registrar or service providers the board committee must hold to account, alongside the Section 149(6) baseline, since a connected member cannot impartially review the performance the governing board sub-committee oversees. For an SRC selection procedure, the honest test is whether the governing board can define the competence it needs, recruitment process for it.

    Independence diligence
  5. 5

    Self-serve directory search or retained search for an SRC search?

    Longlist directors who have improved an investor-grievance function from a directorate-ready directory, not the governing board's circle; short list on proof - a recurring grievance eliminated, a registrar held to standards - not on an investor-facing title alone. For an SRC selection procedure, the honest test is whether the governing board can define the competence it needs, recruitment process for it across.

    Search process
  6. 6

    Where does a committee search most often go wrong?

    The trap is treating the SRC as the least important directorship - a name to satisfy the constitution, headline closure stats over recurrence, a registrar-connected member - when unresolved grievances are an early governance signal the governing board should heed.

    Failure modes
  7. 7

    What regulatory frame applies to an SRC search?

    Section 178(5) calls for the board committee for companies above the prescribed security-holder base; SEBI LODR Regulation 20 sets the publicly-listed-entity composition, non-executive chair and grievance-resolution remit - confirm the current threshold and text. For an SRC selection procedure, the honest test is whether the governing board can define the competence it needs, recruitment process for it across board-ready directors, and due.

    Regulatory lens
  8. 8

    What evidence should a board require of a candidate for an SRC search?

    Require two or three choices where the prospective director exercised grievance-pattern and registrar-supervision judgment — the context, the options, the contrary view and the outcome — not a list of prior boards. At least one should sit on the board committee's own terrain. Test it at interview and through referee checks, never on prestige alone.

    Evidence test
  9. 9

    Does India ID Exchange guarantee the right director for an SRC search?

    No. India ID Exchange is a discovery-and-selection procedure platform where a directorate reaches board-ready directors beyond its own circle; it does not select, short list or guarantee anyone. It widens and filters the field, and the governing board makes and diligences the appointment. No placement statistic is claimed.

    Honest scope
  10. 10

    How is this search different from asking the board's own network for an SRC search?

    A circle reproduces the governing board's blind spots; a searchable directory reaches directors it would never meet by referral. For an SRC selection procedure, that widening is the point — the recruitment process exists to add the competence the governing board lacks, not to confirm the governing board it already has.

    Reach vs network
  11. 11

    Should the board use retained search or self-serve for an SRC search?

    Both have a place. The self-serve directory widens the pool and speeds longlisting; Gladwin's retained board selection procedure adds hands-on assessment and referencing for a harder remit. They are distinct, combinable services, and neither removes the governing board's responsibility for selection and due diligence.

    Which instrument
  12. 12

    What is the first step for a board starting an SRC search?

    Write the remit and skills matrix before naming anyone: the choices the director will improve, the board committee they will strengthen, the independent standing that must stay clean. Then selection procedure a directorate-ready directory against that brief, rather than reverse-engineering it around a preferred name.

    First step
01

the Stakeholders Relationship Committee Search: how a board runs the independent-director search

Scoping an SRC selection procedure begins with the pattern of the firm's security-holder grievances rather than a generic call for an investor-friendly name. A company with a large retail shareholder base and recurring transfer or dividend complaints needs a member who will interrogate the registrar's service levels; one facing dematerialisation or allotment issues needs process discipline; one with reputational sensitivity needs a chair who treats grievance trends as an early governance signal. The board should name what the new member must fix - the recurrence they will not tolerate, the registrar performance they will hold to account, the escalation route they will insist on - and recruitment procedure for that.

For an SRC search, the concrete point below is what the skills matrix should reflect. For an SRC selection procedure, weigh this against grievance-pattern and registrar-supervision judgment and the governing board's real exposure agenda. Begin by separating what the governing board wants from what it needs. A recruitment process that opens with an available, familiar name confidentially writes the mandate brief around that person; a recruitment procedure that opens with the skills and independent standing need keeps the choice honest. The governing board should first agree the remit — the choices the director will sharpen, the board committee they will reinforce, the arm's-length position that must stay clean.

Read practically, Scope an SRC selection procedure from the firm's grievance pattern - the recurrence to end, the registrar to hold to account, the escalation to build - and recruitment process for a member who treats security-holder complaints as a governance signal, not administrative noise. This is the governing board-side view of the recruitment procedure, not the prospective director-side question of how a professional is found — that is a separate topic, and the two meet on India ID Exchange, where a directorate searches and board-ready directors are findable. A governing board that leads its brief with grievance-pattern and registrar-supervision judgment, tied to a named exposure, runs a.

02

Building the skills matrix for an SRC search

An SRC skills matrix should move past investor relations into the specific capabilities the board committee needs: reading grievance data for patterns rather than counting closures, understanding the mechanics of share transfer, transmission, dematerialisation and dividend distribution, holding a registrar and transfer agent to service standards, and the standing to chair the governing board sub-committee as a non-executive. SEBI LODR asks the governing board to disclose the competencies it needs and holds; for this governance committee the need is often someone who truly understands the security-holder experience rather than treating grievances as administrative. The matrix should test whether an incumbent has ever driven down a recurring complaint or overseen a.

Within an SRC search, the point here rewards a careful reading before the brief is signed off. For an SRC selection procedure, weigh this against grievance-pattern and registrar-supervision judgment and the governing board's real exposure agenda. The value of a skills matrix lies in what it admits is missing. Too many boards build one to confirm they are already complete; a recruiting board builds it to expose the competence its board sub-committees lack against the risks it must oversee. Under SEBI LODR a publicly-listed entity discloses the competencies it considers necessary and those the governing board really holds, and any board can adopt that rigour. Crucially the matrix.

For an SRC selection procedure, this is where the mandate brief earns its precision. The matrix should demand real understanding of the security-holder experience - grievance-pattern analysis, transfer, dividend and dematerialisation mechanics, registrar supervision - and the standing to chair as a non-executive, not a generic investor-relations label. A matrix that names grievance-pattern and registrar-board oversight judgment as a required-but-thin competence tells the recruitment process exactly what to find, and tells a prospective director exactly what they must proof. The alternative — a generic call for "governance experience" — produces a longlist a directorate cannot rank. A board that can articulate the missing cell, and require proof of.

  • Map the capabilities the board's risk agenda demands against what the incumbents genuinely bring.
  • Borrow the SEBI LODR skills-disclosure discipline — required competencies and those actually available.
  • Distinguish real capability to challenge from mere exposure to a subject.
  • Let the empty cells, not a preferred name, write the search brief.
03

The committee need driving an SRC search

The stakeholders connection committee's remit is defined by Section 178(5) of the Companies Act, which calls for the governing board of a firm with the prescribed security-holder base to constitute the governing board sub-committee to consider and resolve the grievances of security holders - shareholders, debenture-holders and other security holders. SEBI LODR Regulation 20 sets the publicly-listed-entity composition, demands a non-executive director as chair and specifies the governance committee's brief in resolving grievances relating to transfer of shares, non-receipt of dividends and annual reports and the like, and in reviewing the registrar's performance. A selection procedure built around this mandate looks for a member who can really improve the security-holder.

For an SRC search, the concrete point below is what the skills matrix should reflect. For an SRC selection procedure, weigh this against grievance-pattern and registrar-supervision judgment and the governing board's real exposure agenda. Behind almost every director recruitment process sits a committee that needs reinforcing. Boards seldom recruit for a number; they recruit for a competence a directorate sub-committee is short of — an audit directorship that needs someone who can interrogate the numbers, a downside board seat that needs real fluency in the firm's exposures, an NRC seat that needs independent command of succession planning and reward. Sections 177, 178 and 135, with the SEBI LODR.

For an SRC selection procedure, the board committee lens is decisive. Section 178(5) and SEBI LODR Regulation 20 drive it - resolving security-holder grievances over transfers, dividends and reports, reviewing the registrar, and a non-executive chair - so the recruitment process looks for genuine stakeholder judgment. A board that searches for "a directorate sub-committee-capable director" without naming the governance committee will struggle to rank a slate; a governing board that searches for the specific judgment its audit, exposure, NRC or stakeholder board committee is missing can. The proof a prospective director must demonstrate follows directly from the board committee — a real choice on the governing board sub-committee's.

04

Independence and diligence when appointing for an SRC search

Independence on the SRC counts less for financial conflict of interest than for the willingness to press management and its service providers when grievances persist. The Section 149(6) verification still applies, and the governing board should additionally consider any connection with the registrar and transfer agent or other service providers the board committee is meant to hold to account, since a member tied to a provider cannot impartially review its performance. The due diligence should also weigh whether the prospective director has the independent standing of mind to treat a rising complaint trend as a directorate-level issue rather than an operational footnote. Mapping any service-provider connection, testing it against the.

Within an SRC search, the point here rewards a careful reading before the brief is signed off. On an SRC selection procedure, grievance-pattern and registrar-supervision judgment is the competence the mandate brief should name first. The board cannot outsource the independent standing judgment, however well-founded the source. Independence under Section 149(6) turns on the specific ties between the prospective director and this firm and its group, so the due diligence works through employment, pecuniary interest, family and advisory or commercial connections, testing each against the criteria before the appointment is proposed. A recruitment process firm or a marketplace can surface and referee a professional, but legal arm's-length position.

For an SRC selection procedure, independent standing needs a firm-specific conflict of interest map, not a checkbox. For the SRC directorship, check any tie to the registrar or service providers the board committee must hold to account, alongside the Section 149(6) baseline, since a connected member cannot impartially review the performance the governing board sub-committee oversees. India ID Exchange is a discovery-and-recruitment process platform, not a certification of arm's-length position: it makes grievance-pattern and registrar-supervision judgment searchable, but the governing board still verifies the facts against Section 149(6), the databank status and any industry fit-and-proper standard. A board that maps conflicts before a chair warms to a directorate.

Diligence test for an SRC search: could a sceptical shareholder reconstruct why this appointment is independent, useful and lawful from the board's papers alone — or does the case rest on the candidate's reputation?

05

Running the search: from brief to appointment for an SRC search

An SRC selection procedure should seek someone who has really improved a security-holder experience, not merely held an investor-facing title. The longlist, drawn from a directorate-ready directory and referee checks beyond the governing board's own contacts, should surface directors who have overseen investor grievance functions, managed registrar ties or driven service improvement. The short list should turn on proof - a recurring grievance category the prospective director eliminated, a registrar they held to standards, an escalation process they built - tested at interview and with referees who saw the outcomes. A self-serve directory widens the field beyond the governing board's circle; a retained recruitment procedure adds assessment where a large.

For an SRC search, the concrete point below is what the skills matrix should reflect. On an SRC selection procedure, grievance-pattern and registrar-supervision judgment is the competence the mandate brief should name first. The recruitment process should move through stages that leave a trail. First the governing board fixes the brief and skills matrix; then it builds a longlist against them — from the marketplace directory, from referee checks, and from its own contacts — rather than from a single introduction; then it shortlists on evidenced judgment; then it verifies independent standing and directorship bandwidth; and finally it routes the recommendation through the NRC, board and shareholders, carrying.

For an SRC selection procedure, the process choice is a real choice. Longlist directors who have improved an investor-grievance function from a directorate-ready directory, not the governing board's circle; short list on proof - a recurring grievance eliminated, a registrar held to standards - not on an investor-facing title alone. The self-serve directory on India ID Exchange lets a governing board hiring procedure board-ready directors directly and reach beyond its own circle; Gladwin's retained governing board recruitment process is the deeper, hands-on engagement for a harder remit, and the two are distinct offerings a governing board can combine. Neither removes the governing board's responsibility for selection, due diligence.

06

Where a committee search most often goes wrong

SRC searches go wrong when a directorate treats the board committee as the least important and fills it accordingly. It appoints a name to satisfy the constitution requirement, with no interest in the security-holder experience; it accepts headline resolution statistics without asking whether the same grievances recur; it puts someone connected to the registrar in a directorship meant to hold the registrar to account; or it lets the governing board sub-committee become a quarterly formality that never asks why complaints cluster. The underlying error is regarding grievances as administrative noise rather than a governance signal - so recurring failures in transfer, dividend or dematerialisation processes are managed away rather than.

Within an SRC search, the point here rewards a careful reading before the brief is signed off. On an SRC selection procedure, grievance-pattern and registrar-supervision judgment is the competence the mandate brief should name first. The recurring failure modes are worth naming because avoiding them is much of what a good recruitment process is. A board that begins with a name and reverse-engineers the brief; a longlist drawn only from the directors' own contacts; an impressive board resume mistaken for committee-grade judgment; independent standing taken on trust until a late-discovered tie; a rushed procedure that skips referencing before a deadline. Each converts an appointment that should be reasoned.

For an SRC selection procedure, the specific trap is worth stating. The trap is treating the SRC as the least important directorship - a name to satisfy the constitution, headline closure stats over recurrence, a registrar-connected member - when unresolved grievances are an early governance signal the governing board should heed. A board that searches only its own circle will keep appointing people like the directors it already has, which is the opposite of closing a competence need. Widening the pool through India ID Exchange, and insisting on proof of grievance-pattern and registrar-supervision judgment rather than a name for it, is how a governing board breaks that pattern.

07

The regulatory lens for an SRC search

The stakeholders connection committee rests on Section 178(5) of the Companies Act, which calls for the governing board sub-committee for a firm with more than the prescribed number of security holders and charges it with resolving their grievances, and on SEBI LODR Regulation 20, which sets the publicly-listed-entity composition, mandates a non-executive chair and details the grievance-resolution and registrar-review remit. The governance committee's performance also feeds the company's periodic filings on investor complaints. Because the security-holder threshold in the Companies Act and the LODR text are amended over time, the current consolidated provisions should be confirmed before the mandate brief cites a specific requirement, and this remains general guidance rather.

For an SRC search, the concrete point below is what the skills matrix should reflect. For an SRC selection procedure, weigh this against grievance-pattern and registrar-supervision judgment and the governing board's real exposure agenda. The regulatory frame sets what a defensible appointment must satisfy, and it is layered. The Companies Act fixes eligibility, independent standing and the board committee architecture; SEBI LODR adds the publicly-listed-entity composition, board sub-committee and disclosure requirements, including the information about a proposed director that must reach shareholders; and a industry regulator can add a fit-and-proper or suitability test on top. A board running the recruitment process should map these layers before outreach, name.

For an SRC selection procedure, the applicable frame is specific. Section 178(5) calls for the board committee for companies above the prescribed security-holder base; SEBI LODR Regulation 20 sets the publicly-listed-entity composition, non-executive chair and grievance-resolution remit - confirm the current threshold and text. A board that can speak to this layer — not just the Companies Act and SEBI LODR baseline but the industry or listing-status overlay — searches with a sharper filter and diligences a shorter, better slate. Because the Companies Act rules and SEBI LODR are amended, and regulation numbering shifts, the current consolidated text should be confirmed before relying on a precise provision; this.

08

Common misconceptions about an SRC search

A widespread misconception is that the stakeholders connection committee is a ceremonial, low-stakes body - the directorship a directorate offers when it has nothing weightier. In truth the governing board sub-committee is the governing board's direct line to the people who own its securities, and a pattern of unresolved grievances is an early indicator of operational or governance weakness that regulators and investors notice. Another myth is that a high grievance-closure rate means the directorate governance committee is working, when the real question is whether the same complaints keep returning. A third is that grievances are the registrar's problem; the governing board committee exists precisely to hold that service provider.

Within an SRC search, the point here rewards a careful reading before the brief is signed off. A board scoping an SRC selection procedure should anchor this to grievance-pattern and registrar-supervision judgment, not to a title. The persistent misconceptions all trade governance for comfort. That the strongest prospective director is the biggest name — no; it is the one who fills the specific need in competence and independent standing the governing board has identified. That recruiting means canvassing the directors' own circle — false; a circle is not a market, and it entrenches existing blind spots. That arm's-length position is certified by a databank or a recruitment process.

For an SRC selection procedure, the corrective is to treat the recruitment process as real governance work. Scope an SRC recruitment procedure from the firm's grievance pattern - the recurrence to end, the registrar to hold to account, the escalation to build - and selection process for a member who treats security-holder complaints as a directorate governance signal, not administrative noise. A board that names the competence it lacks, widens the pool beyond its own circle, demands proof of grievance-pattern and registrar-supervision judgment over name, and verifies independent standing itself, ends up with an appointment it can defend on the papers. India ID Exchange supports the widening and.

09

Searching India ID Exchange for an SRC search

Directors who truly appreciate the security-holder experience - grievance patterns, registrar performance, the mechanics of transfers and dividends - are not the names a directorate's circle usually offers, which tend towards general business figures. A searchable directory lets the governing board filter for investor-grievance and registrar-supervision experience, and for a non-executive with the standing to chair the board committee, reaching beyond the referral circle. On India ID Exchange the governing board defines its brief and searches board-ready directors confidentially for that stakeholder judgment, then assesses and diligences the short list itself. The platform widens and filters the field of people who treat grievances as a governance signal; it does not.

For an SRC search, the concrete point below is what the skills matrix should reflect. A board scoping an SRC selection procedure should anchor this to grievance-pattern and registrar-supervision judgment, not to a title. Because director board seats are filled confidentially rather than posted, the field a directorate sees is normally bounded by who the directors already know — precisely the constraint that keeps a governing board appointing in its own image. A directory of board-ready directors widens that field: a governing board can recruitment process by the competence, industry understanding and clean-independent standing board profile the mandate brief specifies, and surface nominees outside its referral circle. The.

For an SRC selection procedure, the practical step is to recruitment process precisely. On India ID Exchange, operated by Gladwin International, a directorate registers, defines the mandate brief, and searches board-ready directors for grievance-pattern and registrar-supervision judgment and clean independent standing, on a confidential basis. The platform is a discovery-and-recruitment procedure service, not a placement service: it does not select, short list or guarantee a director, and every appointment choice and its due diligence remain the governing board's. For a harder or more senior remit, Gladwin's retained governing board selection process is the deeper, hands-on engagement — a separate, paid service distinct from the self-serve directory. Either way.

Practical sequence

Steps to become board-consideration ready

01

Freeze the mandate before any name

Write what the new director must improve for an SRC selection procedure — the choice, the board committee, the independent standing to preserve — and approve the criteria, exclusions and proof standard before a preferred prospective director is discussed, so the recruitment process exposes trade-offs rather than rationalising them.

02

Build an honest skills matrix

Map the capabilities the governing board's exposure agenda demands against what the incumbents truly bring, borrowing the SEBI LODR skills-disclosure discipline. Let the thin cells — especially grievance-pattern and registrar-supervision judgment — define the mandate brief, and require proof of competence rather than mere exposure.

03

Name the committee need

Define the selection procedure by the board committee it must strengthen — audit, exposure, NRC, stakeholder or CSR — and the judgment that board sub-committee demands under Sections 177, 178 or 135 and the SEBI LODR overlay, so the mandate brief becomes a specification rather than a wish list.

04

Search a board-ready directory, not just the network

Longlist against the mandate brief from India ID Exchange and trusted referee checks, not only the governing board's own contacts, so the pool contains the competence the governing board is missing rather than reproducing the directors it already has. For an SRC selection procedure, the honest test is whether the governing board can define the competence it needs.

05

Diligence independence and capacity

Verify independent standing under Section 149(6) for this firm and its group, map conflicts before a chair warms to a directorate profile, and confirm directorship bandwidth and any industry fit-and-proper standard, recording who checked what and how each open point was closed.

06

Sequence approvals, then decide

Route the recommendation through the NRC, board and shareholders with the SEBI LODR proposed-director disclosures, and keep the choice the governing board's own. For a harder remit, Gladwin's retained governing board selection procedure adds assessment; it never removes the governing board's responsibility.

How it plays out

From capability gap to a defensible committee appointment

A firm with a large retail shareholder base after a recent listing kept seeing the same dividend and transfer complaints recur, and needed an SRC chair who would hold the registrar to account rather than sign off closure numbers. The board did not begin with a name. It began with the competence need its skills matrix exposed for an SRC selection procedure, wrote the mandate brief around the board committee it needed to strengthen, and only then searched — widening the pool beyond the directors' own contacts to reach grievance-pattern and registrar-supervision.

The longlist came from India ID Exchange and trusted referee checks, filtered against the mandate brief; the short list was formed on proof of judgment, not prestige. Independence was mapped under Section 149(6) before the chair warmed to any board profile, and directorship bandwidth was tested honestly, so nothing procedural surfaced late to unwind a recommendation that had already gathered support. For an SRC selection procedure, the honest test is whether the governing board can define the competence it needs, recruitment process for it across board-ready directors, and due diligence independent standing.

No placement was promised and none was implied. The board ran its own assessment and due diligence, sequenced the approvals the Companies Act and SEBI LODR require, and kept the choice its own. What the disciplined selection procedure delivered was not a guaranteed hire but a wider, better field and an appointment the governing board could defend to shareholders on the proof in the papers alone. Whether to recruit remained, as it always does, the governing board's decision.

Regulatory basis

Companies Act 2013 Section 178

Defines the Nomination and Remuneration Committee and Stakeholders Relationship Committee mandates, composition and evaluation responsibilities.

SEBI LODR Regulation 20 and Part D of Schedule II

Sets the Stakeholders Relationship Committee composition and responsibilities for security-holder grievances.

SEBI LODR Regulation 17

Sets listed-entity board composition, meeting, governance and vacancy requirements, read with the latest consolidated amendments.

Companies Act 2013 Section 149(6)

Sets the core independence criteria, including relationships and pecuniary interests that can compromise independent judgment.

Last reviewed 2026-07. General information only, not legal advice.

Why India ID Exchange

Search board-ready independent directors for an SRC search

India ID Exchange, operated by Gladwin International, is a confidential discovery-and-selection procedure platform where a directorate registers, defines its brief and searches board-ready independent board members — reaching grievance-pattern and registrar-supervision judgment and clean independent standing beyond its own circle. To be clear, it is not a placement service: it does not select, short list, guarantee or place a director, and it certifies nothing about arm's-length position, which remains the governing board's own legal judgment under Section 149(6). What it provides is a wider.

For a harder or more senior remit, Gladwin's retained board selection procedure is a separate, deeper engagement — hands-on assessment and structured referencing, distinct from the self-serve directory. Neither service removes the governing board's responsibility for selection, due diligence and the statutory approval route, and no placement statistic is claimed. This page is general information, not legal advice; the current Companies Act and SEBI LODR text should be confirmed before relying on a specific provision for an SRC recruitment process.

  • A confidential board account to search board-ready independent directors on your terms
  • Reach beyond your own network to the capability your skills matrix says is missing
  • A discovery-and-search platform — no selection, guarantee or placement; the board decides
  • Gladwin's retained board search available as a separate, deeper engagement for harder mandates
Register your board to search directors

India ID Exchange is a confidential marketplace, not a placement service. Registering creates a profile that companies may discover; it does not guarantee any board seat, shortlisting, interview or introduction. Whether an opportunity follows is decided solely by the companies searching.

Independent-director FAQs

Practical answers for senior leaders evaluating eligibility, readiness and the path into credible board consideration.

No. There is no fabricated statistic here, by design. The page explains how a directorate runs an independent-director selection procedure for an SRC recruitment process, so it sets out the governing law and the procedure rather than dressing the recruitment process up with invented numbers on placements or outcomes. Because thresholds and regulation numbering change, the current text should always be confirmed, and this is general information rather than legal advice.

Scope an SRC selection procedure from the firm's grievance pattern - the recurrence to end, the registrar to hold to account, the escalation to build - and recruitment process for a member who treats security-holder complaints as a governance signal, not administrative noise. Begin by writing the remit and skills matrix before any name is discussed: the choices the new director will improve, the board committee they will strengthen, and the independent standing that must be preserved. Only then should the governing board hiring procedure a directorate-ready directory against that brief. A selection process that starts from a.

The matrix should demand real understanding of the security-holder experience - grievance-pattern analysis, transfer, dividend and dematerialisation mechanics, registrar supervision - and the standing to chair as a non-executive, not a generic investor-relations label. A skills matrix maps the capabilities the governing board's exposure agenda demands against what the sitting directors truly bring, and lets the empty cells define the selection procedure. SEBI LODR calls for publicly-listed entities to disclose the competencies the governing board considers necessary and those available — a discipline any governing board can borrow. The matrix must distinguish real competence to challenge from mere.

Section 178(5) and SEBI LODR Regulation 20 drive it - resolving security-holder grievances over transfers, dividends and reports, reviewing the registrar, and a non-executive chair - so the selection procedure looks for genuine stakeholder judgment. Most independent-director searches are committee searches: the governing board needs a specific audit, exposure, NRC, stakeholder or CSR competence, not a headcount. Sections 177, 178 and 135, with the SEBI LODR board sub-committee regulations, require independent majorities and defined literacy on these board sub-committees, which is where independent judgment carries weight. Naming the governance committee, and the judgment it demands, makes the recruitment.

For the SRC directorship, check any tie to the registrar or service providers the board committee must hold to account, alongside the Section 149(6) baseline, since a connected member cannot impartially review the performance the governing board sub-committee oversees. Independence is a fact the governing board verifies against Section 149(6) for the specific firm and its group — mapping employment history, pecuniary interest, family links, advisory work and commercial ties — not a status the prospective director asserts. A databank board profile or a declaration supports discovery and a statutory step, but Section 150 leaves the due diligence with the.

Longlist directors who have improved an investor-grievance function from a directorate-ready directory, not the governing board's circle; short list on proof - a recurring grievance eliminated, a registrar held to standards - not on an investor-facing title alone. Both have a place. The self-serve directory on India ID Exchange lets a governing board selection procedure board-ready directors directly, widening the pool beyond its own circle and compressing the longlist. Gladwin's retained governing board hiring process is the deeper, hands-on engagement — assessment and structured referencing for a harder or more senior remit. They are distinct, combinable services, and neither removes.

The trap is treating the SRC as the least important directorship - a name to satisfy the constitution, headline closure stats over recurrence, a registrar-connected member - when unresolved grievances are an early governance signal the governing board should heed. The recurring failures are a preferred name writing the mandate brief, a longlist drawn only from the governing board's own contacts, a distinguished board resume accepted in place of proof, independent standing assumed until a late-discovered conflict of interest, and due diligence compressed under a deadline. Each converts a directorate governance choice into a convenience, and each is visible afterwards.

Section 178(5) calls for the board committee for companies above the prescribed security-holder base; SEBI LODR Regulation 20 sets the publicly-listed-entity composition, non-executive chair and grievance-resolution remit - confirm the current threshold and text. The frame is layered: the Companies Act fixes eligibility, independent standing and board sub-committee architecture; SEBI LODR adds listed-entity board composition, governance committee and disclosure duties, including the proposed-director information shareholders must receive; and a industry regulator can add a fit-and-proper test. A board should map these before outreach and name the stricter applicable instrument where they differ. Because the rules are amended, confirm the current.

It is a discovery-and-selection procedure platform, not a placement service. India ID Exchange, operated by Gladwin International, lets a directorate register, define its brief and recruitment process board-ready directors on a confidential basis, reaching beyond its own circle. It does not select, short list, guarantee or place anyone, and it certifies nothing about independent standing; the governing board makes and diligences every appointment. What it provides is a wider, better-filtered field for the governing board's own reasoned choice, never a promised outcome.

These are demand-side pages, written for the governing board running the selection procedure — how to frame the mandate brief, build the skills matrix, parse the board committee need, due diligence independent standing and recruitment process the directory. The prospective director-side pages are written for the professional: how a director is found and how to present board value. The two are complementary and meet on India ID Exchange, where a governing board searches and board-ready directors are findable, but the intent, and the reader, are different.

Require proof of judgment, not a list of prior boards. Ask for two or three choices where the prospective director exercised grievance-pattern and registrar-supervision judgment — the context, the options considered, the contrary view and the outcome — with at least one on the relevant committee's terrain. A board board resume can summarise it, but the interview and referee checks must corroborate it. The appointment turns on demonstrated, firm-relevant judgment that a sceptical shareholder could see reasoned in the governing board's papers.

No. The IICA databank supports discovery and a statutory registration step, but it does not discharge firm-side due diligence. The board must still verify independent standing under Section 149(6), test conflicts, confirm directorship bandwidth and assess fit to the specific committee and company. A board profile explains why a prospective director may be worth considering; it does not explain why they fit this board. That reasoning, and the due diligence behind it, must sit in the governing board's own record.

By recruiting a directory of board-ready directors rather than canvassing contacts. Because these board seats are filled through confidential selection procedure, a directorate that relies on introductions keeps reaching the same circle and appointing in its own image. India ID Exchange lets the governing board filter for grievance-pattern and registrar-supervision judgment, industry fluency and clean independent standing, surfacing directors outside its circle. The reach is the value; the governing board still assesses, diligences and decides, and no particular outcome is promised.

No. Registering a directorate account to selection procedure the directory creates access to discover and reach board-ready directors; it commits the governing board to nothing. The governing board defines its brief, searches, and chooses whether to take any conversation forward, retaining full responsibility for selection, due diligence and the statutory process. Whether an appointment follows is entirely the governing board's choice. Gladwin's retained governing board hiring procedure remains a separate, optional engagement for a remit that needs hands-on assessment.