Mr. X is appointed as the chairman of the Board of Fair Deal Insurance Limited which is a newly formed Insurance Company in India. You are the Senior Practicing Company Secretary and engaged with Fair Deal Insurance comp

In order to analyze the composition of the board, compliance to IRDAI guidelines on the Composition of the Board of Directors in an Insurance Company would be assessed. As per the Guidelines for Corporate Governance for insurers in India: Insurance companies should ensure that the Board comprises of competent and qualified Directors to drive the strategies in a manner that would sustain growth and protect the interests of the stakeholders in general and policyholders in particular. The size of the Board in addition to being compliant with legal requirements (where applicable), should be consistent with scale, nature and complexity of business. It is expected that the shareholders of the companies elector nominate Directors from various are as of financial and management expertise such as accountancy, law, insurance, pension, banking, securities, economics, etc., with qualifications and experience that is appropriate to the company. It is essential that the Directors possess the knowledge of group structure, organizational structure, process and products of the insurer and the Board generally complies with the following requirements- The Board of Directors and Key Management Persons should understand the operational structure of the insurer and have a general understanding of the lines of business and products of the insurer, more particularly as the insurer grows in size and complexity. The Board of Directors of an insurer belonging to a larger group structure/conglomerate should understand the material risks and issues that could affect the group entities, with attendant implication on the insurer. The Board of Directors is required to have a minimum of three "Independent Directors". However, this requirement is relaxed to 'two' independent directors, for the initial five years from grant of Certificate of Registration to insurers. An independent Directors shall fulfill all the conditions specified under Section 149 of the Companies Act, 2013. In case the number of independent directors falls below the required minimum laid down, such vacancy shall be filled up before the immediately following Board meeting or 3 months from the date of such vacancy, whichever is later, under intimation to the Authority. Where the Chairman of the Board is non-executive, the Chief Executive Officer should be a whole-time director of the Board. As required under Section 149 of the Companies Act,2013, there shall be at least one-Woman Director on the Board of every Insurance company.