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/December 202537Boardrooms in Transition: How India%u2019s GRC Framework is Redefining Corporate GovernanceIndia%u2019s corporate governance ecosystem has witnessed a decisive shift over the past decade, driven by regulatory reforms led by SEBI, RBI, and IRDAI. These changes have elevated boardroom expectations and redefined the role of Governance, Risk, and Compliance (GRC). No longer limited to defensive oversight, GRC has become a strategic pillar enabling better board performance, organizational resilience, and sustainable long-term value creation.SEBI & Allied Laws: Raising Governance StandardsSEBI%u2019s LODR regulations, coupled with provisions under the Companies Act, 2013 and labour laws, have set new benchmarks for accountability and transparency. Key mandates include board diversity with at least one woman independent director among the top 1,000 listed companies; increased reporting on the POSH Act, Maternity Benefits Act, and CSR initiatives; and mandatory BRSR (Business Responsibility and Sustainability Reporting) for the top 1,000 listed entities, soon extending to the top 2,000. The enhanced scrutiny of Related Party Transactions (RPTs) requires clear business justification, fair valuation, and shareholder approval for material transactions. While the separation of Chairperson and CEO/MD roles is now voluntary, SEBI continues to encourage this governance best practice. Boards must also disclose a detailed skills matrix highlighting director competencies.RBI: Technology and Cyber Resilience in FocusRecognizing that cyber and digital risks are now strategic, the RBI issued its Master Direction on IT Governance, Risk, Controls and Assurance Practices in November 2023. Effective from April 2024, the directive mandates a Board-level IT Strategy Committee chaired by an independent director with proven technology expertise. Boards are now accountable for cyber risk assessments, business continuity planning, third-party risk management, and data protection. The direction reinforces that technology governance is a boardroom responsibility, not an operational afterthought.IRDAI: Strengthening Governance for InsurersThe IRDAI%u2019s 2024 Master Circular on Corporate Governance aligns insurers with global best practices. Requirements include at least three independent directors (with one woman director), prior regulatory approval for appointing the Board Chairperson, mandatory Audit, Risk, and Policyholder Protection Committees, annual board evaluations, and enhanced stewardship standards. These measures aim to strengthen governance maturity while ensuring policyholder protection.Committee-Driven Governance & Rising GRC SkillsIndian boards are adopting structured committee charters across Audit, CSR, Risk, Nomination & Remuneration, ESG, Technology, and Stakeholder Relationship. Simultaneously, boards increasingly seek directors with expertise in cybersecurity, AI governance, risk management, legal compliance, and ESG. Research consistently shows that such skill diversity leads to stronger oversight and higher stakeholder confidence.Bridging the GRC Headcount GapDespite greater awareness, many organizations still face GRC staffing gaps at middle and operational levels, slowing escalation of emerging risks. However, AI-led monitoring, data analytics, and automation are helping close this structural weakness and enabling early detection.The Road Ahead: Stewardship and Sustainable ValueRegulators now expect boards to operate as stewards of trust, transparency, and technology. The future belongs to boardrooms that view GRC not merely as a compliance function but as a catalyst for sustainable value creation and institutional trust.The rise of GRC as a catalyst for sustainable corporate leadershipBy Huzeifa Unwala