Explain provisions under the Companies Act, 2013 and IRDAI regulations for control of conflict of interest of the Directors and employees.

IRDA's Corporate Governance guidelines are applicable to insurance companies in addition to the applicable provisions of the Companies Act, 2013 and norms as applicable to listed companies. Some of the important requirements under the corporate governance guidelines are: In order to promote diversity and inclusion, as per section 149 every company with a capital of 100 crores or Turnover of at least ₹300 Crores, to have at least 1 Woman Director. Having in place, sub committees of the Board, other than those mandatory as per Companies Act 2013, for investment, risk management, policyholder's protection, etc., for better compliance and monitoring. Compliance with the regulations or guidelines for reinsurance arrangements or investment transactions or outsourcing to related parties. Auditors, directors, Actuaries and other key management personnel are prohibited from holding positions which are conflicting with each other. Eg. Appointed actuary cannot take responsibilities of claims functions. Section 48A of the Insurance Act, 1938 prohibits interlocking directorships between an insurance company and insurance intermediary without prior approval of IRDAI. Section 48B of the Insurance Act, 1938 provides that a Director of a life Insurance company shall not be a Director of another life insurance company. Reporting requirements / submission of certifications to Authority ensuring that all compliances are adhered to.