Regulators push board accountability

India’s market regulator is done pretending that better governance can be legislated into existence by adding more boxes to tick. On April 6, SEBI chair Tuhin Kanta Pandey said the real burden for disclosure quality and corporate governance sits with boards, and especially with independent directors and management. He said the system already has rules, structures, and committees. The weak point is what happens after people enter the boardroom (thehindu.com, business-standard.com). That sounds abstract until you hear how Pandey framed the problem. Boards, he said, are often properly constituted but not equally effective. Information reaches them, but it is not always interrogated deeply. Independence exists “in form,” he said, but may not translate into an independent perspective. He also argued that the conversation should move beyond who sits on the board to how well they actually contribute once they are there (business-standard.com, thehindu.com). That is the important shift. SEBI is not mainly signaling a fresh rulebook. It is signaling impatience with ceremonial oversight. Pandey said independent directors are not there just to comply or point fingers at management. They are supposed to support, question, and solve problems through accountability. He paired that message with a plan for large-scale capacity building for independent directors, working with professional bodies, companies, and academia. The regulator is effectively admitting that governance failures are now as much about board skill and nerve as about legal design (business-standard.com, msn.com). SEBI has reason to push there. Its own disclosure regime has already been tightened over the past few years. The LODR framework, last amended on December 16, 2025, is now dense with obligations on timely disclosure, board independence, and committee oversight. Earlier board papers explaining disclosure reforms said SEBI had been dealing with complaints about inadequate, inaccurate, misleading, and delayed disclosures, and argued that faster, clearer reporting reduces information asymmetry for investors (sebi.gov.in, sebi.gov.in). So when Pandey says boards must own disclosure quality, he is not describing a new moral ideal. He is pointing to the place where the existing machinery still breaks. Audit committees can review numbers. Nomination and governance committees can satisfy composition rules. None of that matters if directors do not push from raw information to actual insight, or if they avoid dissent when the facts call for it. Pandey explicitly urged directors to interpret what data implies, encourage constructive dissent, and bring conduct and long-term sustainability into the same conversation as financial performance (business-standard.com). The timing also matters. These remarks came just weeks after HDFC Bank chairman Atanu Chakraborty resigned, saying that practices he had observed over the prior two years were not in line with his personal values and ethics. The exit jolted investors and turned a private boardroom problem into a public governance test. Pandey then said independent directors cannot make vague allegations on the way out. If they have concerns, they should put them in board minutes and state clear grounds in resignation disclosures (moneycontrol.com, reuters.com). That is what this story is really about. SEBI is raising the cost of passive directorship. It is telling boards that disclosure failures are not clerical errors and governance lapses are not public-relations problems. They are board failures. And if an independent director sees one, SEBI now expects more than silence, more than symbolism, and more than a resignation letter with the details left out (thehindu.com, moneycontrol.com).