2009-10 - Aditya Birla Nuvo, Ltd

BIRLA SUN LIFE INSURANCE COMPANY LIMITED
Para Guidelines Compliance status
4.2 Irrespective of Board structure, good Good corporate governance practices are
Corporate Governance practices to be always followed and forms part of Company’s
followed
key initiatives to keep improvising on
corporate governance practices.
4.3 Governance structure of the Company Company’s Governance structure is aligned
can be aligned with that of the Group with that of its holding Company (ABNL)
5 Board of Directors
5.1 As per Insurance Act, the Company
should be a ‘Public Limited Company’and
Board should be properly constituted
Competent and Qualified Directors
should be placed on the Board
Adhered
Company’s Board comprises of qualified
professional and with vast, varied & rich
experience in managing and guiding
Company’s affairs.
Size of the Board should be as per legal Company has requisite number of Directors
provisions and Board should dedicate as prescribed under Companies Act, 1956
sufficient time with independence in their read with Articles of Association &
governance
Shareholders’ Agreement.
Board members meet at regular intervals
and ensure fair and independent approach
while dealing with Company’s Affairs.
Board and Senior Managers should be
conversant with Company’s Organizational
structure and its Line of Business &
Products
Board of large group, should have
understanding of with material risk which
could affect group entities
For getting listed, Board should have
Independent Directors, as mentioned in
listing agreement and where, Chairman
is non-executive 1/3rd of Board strength
should be independent and otherwise
(executive chairman) 50% of the Board
shall comprise of Independent Directors
As long as unlisted, 2 Independent
Directors should be there on the Board
of the Company
Where Chairman is non-executive, CEO
should be WTD
Board and Senior Managers are well versed
with Company’s organizational structure,
its business model and products (both
existing & future)
Board is conversant with material risk
which could impact the Company.
To deal with risk related mattes
Board has constituted Risk Management
Committee which frames policies for risk
mitigation and such matters are discussed
at Board meetings at regular intervals.
Since the Company is an unlisted entity this
para is not applicable.
However, existing Board composition
consists of 3 Independent Directors having
varied experience in finance, legal and
business matters.
As on March 31, 2010, there were 3 Independent
Directors on Company’s Board.
At present, consequent to approval from
IRDA, Company is being managed by its
Managing Director who takes care of
day-to-day business affairs of the
Company.
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