SEBI Rethinks Independent Director Workshops: Voluntary Route May Be First 

Overview: Securities Exchange Board of India is likely to begin its proposed workshops for independent directors on a voluntary basis, instead of immediately making participation compulsory. The programme is intended to strengthen continuous learning and improve board-level understanding of governance, regulatory developments and emerging risks. The first workshop, earlier expected in September-October 2026, is now likely after Diwali. 

Security and Exchange Board of India (SEBI) is reassessing how its proposed independent directors  capacity-building programme should be introduced. The latest reported plan is to begin with voluntary participation and use directors’ feedback before considering whether compulsory participation is necessary.

The earlier proposal envisaged biannual workshops, with attendance potentially connected to reappointment after completion of a five-year tenure. 

The Bombay Chartered Accountants’ Society (BCAS) has submitted its plan to the National Institute of Securities Markets (NISM), while discussions with SEBI and the National Stock Exchange of India (NSE) are continuing.  The programme is expected to be hosted at the NSE auditorium once the modalities are finalised. 

Independent Director Compliance

The proposed workshops would add a capacity-building layer to an existing framework of responsibilities for independent directors.

Under Section 149(4) of the Companies Act, 2013, every listed public company must have at least one-third of its total directors as independent directors. The Act also requires the company and its independent directors to comply with Schedule IV, which sets out their role, duties and responsibilities.

SEBI’s Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015 framework separately contains requirements for listed entities. Regulation 17 of the framework covers board composition, while Regulation 25 deals specifically with independent directors. 

Listed entities are also required to familiarise independent directors through programmes covering matters such as the company’s industry, business model, and the roles, rights and responsibilities of independent directors.

Key areas therefore include:

• Board composition: Companies must meet the applicable independent-director requirements under the Companies Act and SEBI LODR framework.
• Declaration of independence: Independent directors must provide the prescribed declaration regarding their independence and ability to exercise objective judgement.
• Schedule IV duties: Independent directors are required to follow the duties and responsibilities prescribed under the Companies Act.
• Director familiarisation: Listed entities must familiarise independent directors with the business, industry, responsibilities and other relevant matters.
• Ongoing governance: Board processes, committee responsibilities, risk oversight and regulatory developments require continuing attention.

What Is Changing With the Proposed Workshops?

The reported approach represents a change from the earlier proposal.

The programme is being developed by BCAS, NISM and NSE, with SEBI involved in discussions. The programme is expected to focus on practical learning, recent case studies and regulatory developments rather than functioning as a formal examination or licensing requirement.

The first workshop, earlier expected during September-October, is now reportedly likely to be held after Diwali. However, the final format and modalities have not yet been formally announced.

Why the Initiative Matters for Companies

Independent director familiarisation is already part of the governance framework for listed entities. SEBI’s LODR provisions require listed companies to conduct familiarisation programmes covering the company’s business and industry, as well as the roles, rights and responsibilities of independent directors.

The proposed SEBI-led workshops would provide an additional forum for directors to stay updated on regulatory developments, fiduciary responsibilities, risk governance, technology and cyber risks, according to the reported programme framework.

For companies, this also makes proper documentation of director familiarisation and board-level governance processes increasingly relevant. Listed entities already disclose details of familiarisation programmes, including the number of programmes attended and hours spent by independent directors.

What Companies Should Track

Until SEBI formally announces the workshop framework, companies should not treat attendance as a new mandatory compliance requirement.

Boards should instead continue meeting their existing Companies Act and SEBI obligations while monitoring the final programme. Companies can also review whether their existing director familiarisation records, board documentation and governance processes are properly maintained.

This is particularly relevant when companies are appointing or reappointing independent directors, changing board composition or preparing regulatory disclosures.

FAQs

Setindiabiz Support

Setindiabiz supports companies with corporate governance, board compliance and independent director-related requirements under applicable Companies Act and SEBI regulations. This can include director appointment and compliance requirements, board documentation, director familiarisation records, regulatory documentation and applicable corporate filings.

For companies with evolving board structures, our compliance team helps with independent director appointment and reappointment documentation, board resolutions, statutory records, familiarisation records and ongoing governance compliance.

As SEBI continues to develop its approach to independent director capacity building, companies should distinguish between existing mandatory requirements and proposed regulatory changes.