'Trust key asset for modern corporate governance,' SEBI Chairman Tuhin Kanta Pandey

Addressing corporate leaders at the Institute of Directors Annual Directors' Conclave 2026, Securities and Exchange Board of India (SEBI) Chairman Tuhin Kanta Pandey emphasised that trust remains a company's most vital asset. Highlighting the rapid expansion of India's capital markets, he urged 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.

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"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.

To address emerging market dynamics and regulatory efficiency, he outlined key policy directions:

1. Framework Enhancements: SEBI is reviewing guidelines for monitoring the utilization of issue proceeds and plans to further clarify related-party transaction rules to make them clearer and workable while safeguarding investors.  
2. Compliance Rationalisation: A proposed framework aims to eliminate duplicate fines levied by multiple stock exchanges on multi-listed entities for identical infractions.  
3. Technology Risk Oversight: Emphasizing that technology risk is inherently a business risk, Pandey called on boards to evaluate their dependencies on algorithms, AI systems, and operational resilience.  
4. Capacity Building Network: SEBI proposes partnering with NISM, IOD, academic institutions, and industry bodies to establish a continuous learning network for independent directors to build capabilities in technology, ESG, and financial innovation.  

Pandey emphasised that regulatory rules and institutional structures form only the foundation of governance, whereas its true test lies in boardroom decision-making.

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He concluded that as more households enter public markets and global capital flows into India, building a governance culture rooted in stewardship and trust will serve as a lasting source of market resilience and credibility.