Securities and Exchange Board of India Chairman Tuhin Kanta Pandey has called for the creation of a “capacity building” network to strengthen corporate governance at boardrooms, bringing together industry associations, professional institutes, academic institutions and other stakeholders to improve governance standards across companies.
Speaking at the 19th International Conference on Corporate Governance 2026 in New Delhi, Pandey said such a network could help build stronger governance capabilities and support directors in dealing with increasingly complex responsibilities. He stressed that governance should extend beyond formal compliance and become embedded in the way organisations function.
Pandey said capacity building is not merely about imparting knowledge, but about strengthening the ability of people and institutions to exercise sound judgement and fulfil their responsibilities effectively.
Independent Directors Must Exercise Genuine Judgement
Pandey placed particular emphasis on the role of independent directors, saying their effectiveness depends on their ability to exercise independent judgement rather than simply meeting formal requirements.
He said an independent director should not merely be independent “on paper” but should be capable of asking the right questions and exercising sound judgement in the boardroom. Their role becomes especially important when companies are confronted with difficult decisions involving strategy, governance and accountability.
The SEBI chairman said the true test of corporate governance emerges when businesses face complex situations and boards have to make difficult calls. Governance frameworks, he indicated, must therefore be supported by people who understand their responsibilities and are equipped to exercise judgement.
Pandey’s comments placed boardroom capability at the centre of the governance debate, with directors expected to contribute meaningfully rather than treating governance requirements as a procedural exercise.
Technology Brings New Governance Challenges
Pandey also highlighted the growing role of technology in corporate governance, saying technological change is increasingly influencing the way companies operate and boards discharge their responsibilities.
He referred to emerging technologies and the need for governance systems to keep pace with changes affecting businesses. As technology becomes more deeply integrated into corporate operations, directors and senior decision-makers need the knowledge required to understand the opportunities as well as the risks involved.
The broader role of corporate governance, Pandey said, is becoming increasingly important as businesses operate in complex environments. Governance is not confined to compliance with rules but involves creating structures and processes capable of supporting responsible decision-making.
He also underlined the importance of accountability, transparency and ethical standards in strengthening confidence in corporate institutions.
Capacity Building Seen as Key to Stronger Boardrooms
Pandey said stronger corporate governance requires continuous capacity building among directors and other participants in the governance ecosystem. A coordinated network involving professional institutions, industry bodies and academic organisations could help develop the skills and understanding required in modern boardrooms.
The approach would allow expertise from different institutions to be brought together rather than leaving governance education and capability development fragmented.
He stressed that regulators can establish standards and expectations, but effective governance ultimately depends on how those principles are implemented within organisations. Directors are expected to understand their responsibilities, question management when necessary and contribute constructively to decision-making.
Pandey’s remarks underscored the need to move corporate governance beyond a compliance-focused approach. As companies confront technological change and increasingly complex business environments, he indicated that stronger boardroom capability, genuine independence among directors and continued professional development would be important to maintaining effective governance.
