SEBI Chairman Tuhin Kanta
| Photograph Credit score:
SHASHANK PARADE
SEBI Chairman Tuhin Okay Pandey on Friday known as for redefining the position of unbiased administrators. He additionally emphasised compliance must be tradition and never simply following the rules.
Addressing the Annual Administrators Conclave, organised by the Institute of Administrators right here, he stated, “We have to redefine the position of unbiased administrators. We can’t proceed to view them as honorary appointees, or pleasant critics. They have to be considered — and handled — as stewards of accountability.” For this, he listed adjustments on three fronts — choice, orientation and psychological security.
For choice, Pandey urged to maneuver past acquainted networks and identified circles. “Let’s draw from various experiences, completely different sectors, youthful professionals, regional voices,” he stated.
For orientation, he opined that many administrators are extremely certified, however unfamiliar with rising dangers — whether or not that’s AI governance, cyber threats, or ESG disclosures. “Orientation needs to be ongoing, not only a one-time induction,” he stated. Contemplating psychological security, he recommended that unbiased administrators should be happy to dissent and query, if the data is just not sturdy.
“As a result of a board that by no means disagrees is just not aligned — it’s asleep. Divergent views when rooted in goal and mutual respect strengthens the board. They check assumptions, result in deeper discussions and a constructive resolution making,” Pandey stated.
‘Shift from compliance to tradition’
For shaping the ‘Tomorrow’s Board’, he insisted on shifting from compliance to tradition. “Governance is now not nearly insurance policies. It’s about tone, about behaviour and about values in motion,” he stated.
Additional, he posed three questions, does the board speak about succession planning — or solely CEO compensation, does it probe tradition — or go away that to HR and does it evaluate whistle-blower tendencies with curiosity — or with defensiveness?
“As a result of what will get mentioned indicators what will get valued. We should start treating tradition as a board-level accountability – similar to financials, threat, or technique,” SEBI Chairman stated. He knowledgeable that for listed corporations, SEBI has progressively deepened the framework for company governance over the previous 20 years. With the revision within the Corporations Act, 2013, and the codification of itemizing obligations underneath the SEBI LODR (Itemizing Obligations and Disclosure Necessities) Laws, we have now laid down detailed necessities concerning the composition, independence, and obligations of boards and their committees, together with audit, nomination and remuneration, and threat administration committees.
Calling for range that goes past demography, SEBI Chief stated that gender range, regional illustration, generational range — all matter deeply. However “what we’d like extra of is cognitive range. We should ask – Do we have now sufficient contrarian thinkers within the room? Do we have now individuals who see threat otherwise – no more fearfully, however extra perceptively? As a result of true board power might not essentially come from settlement. It could as a substitute come from friction – respectfully managed, optimum and constructive,” he stated.
Pandey emphasised that amid the altering setting a director or an unbiased director has lot of alternative and accountability. He talked about that the reality is – regulators can mandate construction, however they can not mandate braveness. Solely boards can do this. Solely administrators can form the standard of questions that get requested – and the readability of solutions which might be demanded. And “this isn’t nearly threat avoidance. It’s about strategic edge. Boards that replicate, problem, and study – can outperform. Boards that pay attention deeply – retain belief throughout disaster. And boards that govern with integrity – don’t simply survive. They lead,” he stated.
Revealed on August 8, 2025