SEBI Chairman Tuhin Kanta Pandey today pointed out emerging gaps in corporate governance and called for a stronger focus on capacity building of Independent Directors. Addressing the 19th CII Corporate Governance Summit in Mumbai, Mr. Pandey said independent directors are expected to provide oversight without being involved in day-to-day operations. Stating that these directors represent the interests of minority shareholders, the SEBI Chairman said, independent directors must challenge management while relying on information provided by management to ensure that the value of the company keeps growing consistent with laws and regulations.

 

Acknowledging that boardrooms across disciplines are facing challenges in the form of technology and data governance, cyber risks, complex financial structures and regulatory developments, Mr Pandey said it is essential to adopt a continuous, structured and collaborative approach to learning. 

 

Noting that it is unrealistic to expect every director to come equipped with all these perspectives, the SEBI chief said, independent directors must receive domain specific orientation to understand not just the company’s financials, but also its business model, operational risks, and industry dynamics. They must also engage in peer learning by sharing experiences, discussing boardroom challenges and reflecting on real situations. Mr. Pandey added that independent directors must also keep looking into repositories of best practices, anonymised case studies, and evolving regulatory expectations that can help them access insights beyond their immediate boardroom.