SEBI is reviewing the framework for monitoring and disclosing the utilisation of issue proceeds, with the aim of improving the timeliness of disclosures and simplifying the compliance process, Chairman Tuhin Kanta Pandey said on Saturday.
Addressing the Institute of Directors' Annual Directors' Conclave 2026, Pandey said corporate governance must evolve beyond a compliance-driven approach towards “stewardship”, where boards focus on responsibility, transparency and long-term value creation.
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“True transparency is not the volume of information. It is the quality, timeliness and usefulness of information,” he said.
Pandey said SEBI also plans to provide greater clarity on rules governing related-party transactions, while ensuring that compliance requirements remain practical for listed entities without compromising investor safeguards.
The regulator is also examining ways to reduce avoidable compliance burdens.
For companies listed on multiple exchanges, SEBI is proposing a framework to prevent duplication of fines imposed by different exchanges for the same violation.
On corporate governance, Pandey said the boardroom was becoming increasingly complex, with directors required to assess risks arising from artificial intelligence, cybersecurity, data, geopolitics, climate change and rapidly changing investor expectations.
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He emphasised the role of independent directors in questioning management decisions and ensuring that boards receive adequate information and sufficient time to make informed decisions.
“The quality of a board's decision cannot be better than the quality of information available to it,” Pandey said.
He also flagged technology as an increasingly important board-level risk, saying cyber incidents, AI-driven decisions, data breaches and dependence on critical technology providers could directly affect business continuity and reputation.
Pandey called for continuous capacity-building for independent directors, saying SEBI, NISM, industry bodies, professional institutes and academic institutions could work together to create a structured network for board-level learning.
“Ultimately, governance lives in the boardroom,” he said, adding that boards must ask not merely whether they are compliant, but whether their decisions are responsible, fair and capable of strengthening stakeholder trust.
(With PTI inputs)
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