The short answer
Four things, and no confidential board material: the company and its stage, the board's current composition and the gap this seat is meant to close, what the board actually expects the independent director to do, and your timing and appointment process. That is enough for a candidate to say yes, no, or not yet — which is the only thing a first contact needs to achieve.
Everything below is why those four, and what happens when an enquiry arrives without them.
Why a first enquiry is not a pitch
A nomination enquiry is often written as though the board were selling. It arrives with the company's revenue, its funding round, its ambitions, and a warm line about the calibre of the people already around the table.
None of that answers the candidate's question.
An independent director is not taking a job. They are accepting a statutory office with personal liability attached, in the most enforcement-active period Indian corporate governance has seen. The decision they are making at first contact is not "is this attractive" but "can I discharge this duty here, and would I be able to show that I could." A brochure does not help them answer that. Four specific facts do.
The four, and what each is actually testing
01 · The company, its sector and its stage. Not the pitch — the position. Listed or unlisted, and under which regime. Who controls it. How long it has operated. Whether it has been through anything the public record already knows about. A candidate who is serious will read the filings before replying, so the enquiry may as well say plainly what they are going to find.
02 · The board's current composition, and the gap this seat is meant to close. Boards do not hire independent directors; they close gaps. So name the gap. Is it a skills gap — financial expertise for the audit committee, sector operating experience, technology judgement? Is it a composition requirement? Is it a succession plan for a director rotating off? An enquiry that cannot name the gap is usually an enquiry from a board that has not had the conversation internally yet, and the candidate will read it that way.
03 · What the board expects an independent director to do here. This is the question that decides everything, and the one most enquiries omit. There is a real and unbridgeable difference between a board that wants a director to ask the uncomfortable question and a board that wants the seat filled compliantly. Both exist. Only one is a role worth accepting. Say which you are, because the candidate will find out in the first quarter regardless, and the expensive time to discover it is after appointment.
04 · Timing, and the appointment process you follow. Who screens, who interviews, whether the NRC meets the candidate or only reviews a profile, whether there is a shareholder resolution and when. This is not administrative detail. A process a board can describe cleanly is usually a board that has run it before.
What should not be in a first enquiry
No confidential board material. No board packs, no draft minutes, no unpublished financials, no live litigation detail, no unannounced transaction. At first contact there is no relationship, no appointment, and no confidentiality undertaking — nothing that would make it appropriate to receive any of it. A board that sends this material to a stranger has told the candidate something material about how it handles information, and it is not flattering.
If a genuine assessment needs privileged material, that comes later, under an undertaking, once both sides have decided the conversation is real.
No request for a decision. A first enquiry that asks the candidate to confirm availability, or to consent to being proposed, before either party has answered the four questions is asking for a commitment neither side has earned.
What happens on the other side of the table
Here is the specific thing being examined when a nomination enquiry arrives here.
There is no sector bar, no revenue floor and no standing conflict list — conflicts are checked against current commitments at the point of nomination, because the answer genuinely depends on the company in front of you. What is looked at first, before anything else, is narrow and deliberate:
Auditor changes, and promoter conduct.
Auditor changes because the pattern is legible in the public record and rarely innocent when repeated. A resignation mid-term, a change without a clean stated reason, a sequence of firms over a few years, qualifications that appear and then stop appearing — each of these is a question, and the company's own answer to it is more informative than the fact itself.
Promoter conduct because in the Indian market it is the single largest determinant of whether an independent director will be able to do the job. An independent director's protection under the Act depends on having acted with diligence and on being able to demonstrate it. That is far easier on a board where the controlling shareholder treats the board as a board, and very hard where the board is treated as a formality to be managed.
Neither of these is a disqualifier on its own. Both are the beginning of the conversation rather than the end of it.
The limits of this
This describes what makes a first enquiry useful, not what makes an appointment lawful. Eligibility, the independence test, databank empanelment and the appointment mechanics sit in the Companies Act 2013 and, for listed entities, in SEBI's listing regulations — and they change. Nothing here is legal advice, and a nominating committee should be taking its own.
It also describes one practice's view. Other candidates will weigh other things first. The four items at the top, though, are not idiosyncratic: they are what any serious candidate needs before they can answer you at all.