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2009-10 - Aditya Birla Nuvo, Ltd

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BIRLA SUN LIFE INSURANCE COMPANY LIMITED<br />

Para Guidelines Compliance status<br />

5.3 Directors of the Company shall not be<br />

convicted or be noticed adversely under any<br />

law involving moral turpitude or any<br />

professional body<br />

Due-diligence enquiry to be conducted at<br />

the time of appointment / re-appointment<br />

of a Director<br />

Declaration, in format of Annexure 2, to be<br />

obtained before appointment / re-appointment<br />

Annual Declaration from Directors to the<br />

effect that information provided at the time<br />

of appointment / re-appointment has not<br />

changed subsequently and changes, if any,<br />

are apprised to the Board<br />

Directors to enter into a Deed of Covenant<br />

(as per Annexure 3) which should be<br />

approved by the Board<br />

5.4 Company Secretary should be responsible<br />

for proper conduct of Board Meetings with<br />

adequate time to deliberate on pertinent<br />

matters, in detail<br />

Minutes to be recorded as soon as possible<br />

and be circulated<br />

New Directors should be apprised of<br />

Companies governance polices and duties<br />

and responsibilities of Directors<br />

Briefings on changes in financial sectors (in<br />

general) and Insurance sector (in particular)<br />

vide formal and informal programmers<br />

None of the Board members are convicted<br />

or noticed adversely under any law<br />

involving moral turpitude.<br />

Necessary due-diligence was conducted<br />

before appointment of Additional<br />

Director(s) viz., Dr. Rakesh Jain,<br />

Mr. Dikran Ohannessian & Ms. Tarjani<br />

Vakil during the FY <strong>2009</strong>-<strong>10</strong>.<br />

Obtained at the time of appointment of<br />

aforesaid Additional Directors<br />

Annual Declaration to said effect obtained<br />

from all the directors along with other<br />

declarations under Companies Act, 1956 &<br />

IRDA regulations.<br />

Deed of Covenant was approved by the<br />

Board of Directors at their meeting &<br />

executed by all Directors.<br />

Company Secretary is responsible for<br />

convening and conducting Board &<br />

Committee Meetings.<br />

Adequate time is given for discussion of<br />

Agenda items and any item of special<br />

importance is discussed at length. In<br />

addition, a time-sheet is also circulated to<br />

all the Board members to ensure better time<br />

management and allocation of adequate<br />

time to all the agenda items.<br />

Company has pre-defined TATs for<br />

preparation, circulation and approval of<br />

minutes, post every Board & Committee<br />

Meetings.<br />

Minutes of previous meeting is signed and<br />

kept in safe custody as per the provisions<br />

of Companies Act, 1956 & applicable<br />

secretarial standards.<br />

Adhered<br />

Directors are in constant touch (vide person<br />

meetings, telephonic conversations,<br />

electronic mails, and other means of<br />

communication) with each other and senior<br />

management which allows them to keep<br />

abreast of recent update in Financial as well<br />

as Insurance sector.<br />

32

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