SEBI (Securities and Exchange Board of India) appointed a panel to recommend measures for corporate governance reforms, particularly for independent directors and greater transparency. The panel was headed by Uday Kotak, the managing director of Kotak Mahindra Bank.

The panel was formed in June 2017 with the objective of enhancing the standards of corporate governance in listed companies in India. The panel consisted of representatives from various sectors including industry, academia, legal firms, and professional bodies. It aimed to address the concerns related to the role and functioning of independent directors, their appointment process, and the increasing trends of related party transactions.

The key recommendations made by the panel are as follows:

1. Strengthening the role of independent directors: The panel recommended enhancing the effectiveness of independent directors by improving their selection process, establishing a formal induction and training program, and defining their roles and responsibilities more clearly.

2. Enhancing transparency and accountability: The panel suggested improving the quality and quantity of disclosures made by companies, particularly related to financial information, related party transactions, and non-compliance with laws and regulations. It also proposed stricter enforcement mechanisms to ensure compliance.

3. Addressing issues of related party transactions: The panel recommended measures to address the concerns related to related party transactions, such as enhancing the scrutiny and approval process, ensuring adequate disclosures, and establishing safeguards to protect the interests of minority shareholders.

4. Improving board diversity: The panel emphasized the importance of board diversity and recommended that companies should have at least one independent woman director.

5. Strengthening the role of audit committees: The panel suggested empowering audit committees with wider powers and responsibilities, including overseeing the financial reporting process, monitoring the effectiveness of internal control systems, and reviewing the independence of auditors.

The recommendations made by the panel were aimed at improving corporate governance practices and increasing transparency in the functioning of listed companies in India. SEBI accepted most of the recommendations and implemented them through amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The reforms brought about significant changes in the corporate governance landscape, ensuring greater accountability and protection of the interests of shareholders and other stakeholders.