Improving Governance Outcomes Through “Intent”

In a speech delivered at the Gatekeepers of Governance Summit in Mumbai last month, Swaminathan J, Deputy Governor at the Reserve Bank of India, argued that the key to improving governance outcomes — and resolving both regulatory gaps and overlaps — is not to focus on rules and procedures, but “intent.”

Swaminathan noted that organisations often rely on structural fixes when seeking to enhance governance. “When intent is weak, the reflex is to add more rules and procedures — multiplying work but losing sight of the real risk,” he said. “The real question is how deeply good governance is internalised in everyday decisions and board oversight.”

Emphasising substance over form, Swaminathan said that boards must “own outcomes, not paperwork” when overseeing compliance, risk, culture, and ethics. He warned that independence is meaningless unless directors can genuinely challenge management and, when necessary, voice dissent.

From a system-wide perspective, he acknowledged that regulatory overlaps are inevitable and can serve as safeguards, but stressed the need to avoid “conflicting rules, duplicated compliance, and uncoordinated enforcement.” When requirements get excessively complex, he argued, “new activities, new technologies, and new business models can fall between the cracks.”

“[A]ddressing regulatory gaps and overlaps is a journey of continuous improvement that demands constant reflection, adaptation, and courage to challenge the status quo,” Swaminathan concluded. “When intent is strong, the gaps bridge, overlaps simplify, and governance transcends mere compliance to become our shared conscience.”