In exercise of the powers conferred by clause f of sub section 2 of section 4 read with clause n of sub section 2 of section 49 of the Life Insurance Corporation Act

EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY No. 786] NEW DELHI, T HURS DAY , NOVEMBER 30, 2023/ AGRAHAYANA 9, 1945 CG-DL-E-01122023-250356 LIFE INSURANCE CORPORATION OF INDIA NOTIFICATI ON New Delhi, the 15th November , 2023 F. No. S-14014/14/2022 -Ins.I (E). —In exercise of the powers conferred by clause ( f) of sub- section (2) of section 4 read with clause (n) of sub-section (2) of section 49 of the Life Insurance Corporation Act, 1956 (31 of 1956), the Board with the previou s approval of the Central Government hereby makes the following regulation s, namely: — 1. Short title and commencement. — (1) These regulations may be called the Life Insurance Corporation of India (shareholders’ director) Regulations, 2023. (2) They shall come into force from the date of their publication in the Official Gazette. 2. Definitions. — (1) In these regulations, unless the context otherwise requires, — (a) “Act” means the Life Insurance Corporation Act, 1956 (31 of 1956); (b) “body corporate” s hall have the same meaning as assigned to it in Explanation to section 4B of the Act ; and (c) “shareholders” means the members other than the Central Government. (2) Words and expressions used herein and not defined in these regulations but defined in the Act shall have the meanings respectively assigned to them i n the Act. 3. Election and appointment of a shareholders’ director. — (1) The shareholders intending to pro pose a member as a candidate for the post of shareholders’ director shall submit a notice of their intention with the Corporation at least fourteen days before the general meeting of shareholders under their signatures specifying the name, address, equity shares held and depository details of the person whose name is being proposed fo r the post of shareholders’ director and of the shareholders who are proposing such person for the office of shareholders’ director. (2) The notice referred to in sub -regulati ons (1) and (4) shall be accompanied by a statement signed by the person whose name is being proposed for the post of shareholders’ director stating — (a) his Director Identification Number; (b) that he is not disqualified to become a director under the Act ; (c) his con sent to act as a director of the Corporation; and (d) consent to provide further information to the Nomination and Remuneration Committee as may be required for his appointment as a shareholders’ director. (3) The notice and statement referre d to in sub -regulations (1) ,(2) and (4) shall be included in the agenda of a general meeting. (4) The Corporation, shall upon notice of not less than one thousand shareholders or one -tenth of total number of shareholders, whichever is lower, elect a share holders direc tor through a general meeting of such shareholders. (5) Rule 28 of the Life Insurance Corporation General Rules, 1956 relating to general meetings shall mutatis mutandis apply to general meeting of shareholders for electing a shareholders’ director. (6) Be fore an individual is appointed as director by the Board under sub -regulation (8), the Nomination and Remuneration Committee, shall satisfy itself that such an individual as a director shall have no financial or other interest as is likely to affect prejud icially the exercise or performance by him of the functions of a director of the Corporation. (7) No person appointed as a shareholders’ director of the Corporation shall hold a similar position in more than two body corporates at the same tim e: Provided t hat the second body corporate in which he has been appointed shall not be in a business that is competing or is in conflict with the business of the Corporation. (8) The person elected as a shareholder’s director under sub -regulation (4) shall be appointed by the Board for a term of four years and shall be eligible for re-election and re -appointment for another term of four years as referred to in regulation 4. (9) A shareholder’s director appointed under sub -regulation (8) shall be considered as an independent director subject to meeting the criteria of independence under sub -section (3) of section 4 of the Act and fulfilling any criteria formulated by the Nomination and Remunerat ion Committee under section 19B of the Act. (10) If number of val id candidatures is more than the number of vacancy(ies) of shareholders’ director on the Board, the candidate(s) polling higher number of votes shall be deemed to have been elected. (11) A sh areholder’s director appointed by the Board under sub -regulation (8) shall hold office as provided under sub -section (4) of section 4 of the Act. 4. Term of office and vacation. — (1) The shareholders’ director appointed by the Board under sub- regulation ( 8) of regulation 3 shall hold office for a term of four years a nd shall be eligible for re-election or re-appointment for another four years . (2) Any re-appointment of a shareholders’ director for another term of four years , shall be subject to re-election by the Shareholders, re-appointment by the Board in accordance with the provisions of regulation 3. (3) A person so elected, as director of shareholders ceases to be a shareholders’ director on and from such date on which he ceased to be a shareholder . (4) A person appointed as a shareholders’ director shall vacat e his office if he incurs any disqualificati ons mentioned in section 4A of the Act. 5. Fit and Proper Criteria. —The Nomination and Remuneration Committee shall carry out adequate due diligence of a person at the time of appointment or reappointment as a shareholders’ director and for continuation as a Shareholders’ director (annually), on the basis of qualifications, expertise, track record, integrity, including but not limited to the following: (i) he shall have high standards of integrity, ethics and v alues; (ii) he shall have sufficient knowledge and understanding to discharge the duties of a Shareholders’ director with due care and diligence ; (iii) he shall not be involved in any situation of conflict of interest with the Corporation and shall promp tly make necessary disclosures in this regard, wherever required ; (iv) he shall meet the applicable conditions prescribed for appointment as a shareholders’ director , as the case may be, under the applicable laws ; (v) he should not have been convicted or come under adverse notice of the laws and regulations involving moral turpitude or of any professional body ; and (vi) he shall not attract disqualifications mentioned in section 4A of the Act. R. DORAISWAMY , Managing Director [ADVT. -III/4/Exty./5 65/2023 -24] Uploaded by Dte. of Printing at Government of India Press, Ring Road, Mayapuri, New Delhi -110064 and Published by the Controller of Publications, Delhi -110054.