SEBI chief urges boards to move beyond compliance, announces regulatory reviews
Speaking at the Institute of Directors' Annual Directors' Conclave 2026 in New Delhi on Saturday, Securities and Exchange Board of India (SEBI) Chairman Tuhin Kanta Pandey emphasised that trust remains a company's most vital asset, while urging boardrooms to shift their focus from basic regulatory compliance to active stewardship.
Pandey detailed how modern corporate enterprises face a landscape dominated by cyber threats, artificial intelligence, climate risks, and shifting investor expectations. Highlighting the rapid expansion of India's capital markets, he called on directors to embrace a more engaged role.
"Good governance is not merely about doing what the rules require," he noted, urging independent directors to actively challenge decisions and ask critical questions to protect public shareholders. He stressed that independent judgment relies heavily on receiving clear, contextualised, and timely information from management.
Regulatory reviews and proposals
Pandey outlined several policy directions aimed at improving regulatory efficiency. The regulator is reviewing the framework for monitoring and disclosing utilisation of issue proceeds to improve timely disclosures and streamline the compliance process.
"True transparency is not the volume of information. It is the quality, timeliness and usefulness of information," he said.
The regulator also seeks to ensure that transactions involving potential conflicts are subject to appropriate scrutiny through the framework governing related-party transactions. "We propose to further clarify the framework on related-party transactions, so that the requirements are clear and workable for issuers while retaining the necessary safeguards for investors," Pandey said.
Addressing avoidable compliance burdens, he said, "For entities listed on multiple exchanges, for example, we are proposing a framework to avoid duplication of fines levied by multiple exchanges for the same matter."
"Good governance also requires that regulation remains proportionate and does not create unnecessary duplication. The objective is to make regulation more efficient while preserving its purpose," he added.
Pandey noted that the regulator has progressively strengthened the framework for disclosure of material events and information, with materiality thresholds and specified timelines aimed at bringing greater consistency and timeliness to disclosures.
Technology risk oversight and continuous learning
Emphasising that technology risk is inherently a business risk, Pandey called on boards to evaluate their dependencies on algorithms, AI systems, and operational resilience. He also outlined a proposal to partner with NISM, the Institute of Directors, academic institutions, and industry bodies to establish a continuous learning network for independent directors.
Pandey concluded that regulatory rules and institutional structures form only the foundation of governance. Building a governance culture rooted in stewardship and trust, he said, will serve as a lasting source of market resilience and credibility.