New Delhi, Aug 8 (PTI) Capital markets regulator Sebi chief Tuhin Kanta Pandey on Friday called for redefining the role of independent directors, emphasising that they must be regarded and treated as stewards of accountability.
“We cannot continue to view them as honorary appointees or friendly critics. They must be viewed and treated as stewards of accountability,” Pandey said while addressing the 2025 Annual Directors’ Conclave.
According to him, this transformation requires a change in multiple areas. Independent directors must feel free to dissent and be well-versed in emerging risks such as AI governance, cyber threats, and ESG disclosures. Their orientation should be ongoing, rather than limited to a one-time induction.
Pandey stressed the need for broader diversity in board composition, drawing talent from varied sectors, younger professionals, regional voices, and individuals outside familiar networks.
“A board that never disagrees is not aligned – it’s asleep. Divergent views, when rooted in purpose and mutual respect, strengthen the board. They test assumptions, lead to deeper discussions, and enable constructive decision-making,” he stated.
He outlined a vision for “shaping tomorrow’s board”, which involves shifting the focus from compliance to culture and embracing technology for smarter governance.
Governance, he said, is no longer just about policies but about tone, behaviour, and values in action.
On technology adoption, Pandey urged boards to stop viewing digital tools as burdens or threats. Instead, they should demand real-time dashboards that provide meaningful insights — not just volumes of PDF reports. These dashboards could track indicators such as red-flag employee exits, whistle-blower complaints, ESG trends, or vendor concentration risks, bringing them to the board’s attention before they become public issues.
“Governance intelligence must become as routine as financial intelligence,” he asserted.
While acknowledging the significance of gender diversity, regional representation, and generational diversity, he stressed the importance of cognitive diversity, asking: “Do we have enough contrarian thinkers in the room? Do we have people who see risk differently — not more fearfully, but more perceptively?”
Pandey said the focus must be on building future-ready boards. Reimagining the boardroom of the future, he envisioned it not as a ceremonial forum but as a learning organisation — one that protects and creates long-term stakeholder trust, does not avoid uncomfortable questions, and remains committed to the integrity of the institution beyond quarterly targets or promoter interests.
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