Elaborate the composition of the Board of the Public Sector Undertakings in the insurance sector.
CS Professional · Ethics, Governance and Sustainability · PYQS · June 2017
Elaborate the composition of the Board of the Public Sector Undertakings in the insurance sector.
Answer & Explanation:
Section 149 of Companies Act, 2013 contains detailed provisions in relation to composition of Board of Directors. The Insurance Act, 1938 stipulates that the insurance companies in India would be public companies and hence, would require a properly constituted Board. As per Guidelines on Corporate Governance for Central Public Sector Enterprises 2010, the Board of Directors of the company shall have an optimum combination of Functional, Nominee and Independent Directors. The number of Functional Directors (including CMD/MD) should not exceed 50% of the actual strength of the Board. The number of Nominee Directors appointed by Government/other CPSEs shall be restricted to a maximum of two. In case of a CPSE listed on the Stock Exchanges and whose Board of Directors is headed by an Executive Chairman, the number of Independent Directors shall be at least 50% of Board Members; and in case of all other CPSEs (i.e. listed on Stock Exchange but without an Executive Chairman, or not listed CPSEs), at least one-third of the Board Members should be Independent Directors. Further, the Insurance Act prohibits (i) a life insurance agent to be the Director of the life insurance company; and (ii) the common directorship among life insurance companies. Corporate Governance Guidelines for Insurers in India released by IRDA also provides for composition of Board of Directors as under: 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 director shall fulfil all the conditions specified under Section 149 of the Companies Act, 2013. 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.
Topics: Corporate Governance
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