Section 4. Board of Directors

4[ 4. Board of Directors. —(1) The general superintendence and direction of the affairs and business of the Corporation shall vest in its Board of Directors, which may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by this Act expressly directed or required to be done by the Corporation in general meeting. (2) The Board of Directors of the Corporation shall consist of the following directors, not exceeding eighteen, of whom at least one shall be a woman, namely:— - (a) a Chairperson of the Board, to be appointed by the Central Government, who shall,— - (i) during the initial period, be a whole-time director of the Corporation; and (ii) after the initial period, be from amongst the non-executive directors nominated or to be nominated by the Central Government; (b) after the initial period, a Chief Executive Officer and Managing Director, who shall be a whole-time director of the Corporation to be appointed by the Central Government: Provided that where no Chief Executive Officer and Managing Director is appointed before expiry of the initial period, the individual holding office as Chairperson shall be deemed to have been appointed as the Chief Executive Officer and Managing Director on and from the date of such expiry; (c) Managing Directors, not exceeding four, to be appointed by the Central Government, who shall be whole-time directors of the Corporation; 1. Subs. by Act 13 of 2021, s. 129, for clause (7) (w.e.f.30-6-2021). 2. Ins. by s. 129, ibid., (w.e.f. 30-6-2021). 3. Subs. by s. 129, ibid., for clause (10) (w.e.f. 30-6-2021). 4. Subs. by s. 130, ibid ., for section 4 (w.e.f. 30-6-2021). (d) an officer of the Central Government not below the rank of a Joint Secretary to the Government of India, to be nominated by the Central Government; (e) an individual to be nominated by the Central Government, who has special knowledge or practical experience in actuarial science, business management, economics, finance, human resources, information technology, insurance, law, risk management, or any other field the special knowledge or practical experience of which would be useful to the Corporation in the opinion of the Central Government or who represent the interests of policyholders; (f) where the total holding of members other than the Central Government in the paid-up equity capital of the Corporation is— (a) not more than ten per cent., one individual; (b) more than ten per cent., two individuals, who shall be elected by and from amongst such members and in such manner as may be specified by regulations, to be appointed by the Board; and (g) such number of independent directors, not exceeding nine, to be recommended by the Nomination and Remuneration Committee and appointed by the Board. (3) An independent director of the Corporation shall, in relation to the Corporation, meet the same criteria of independence as an independent director of a company is required to meet in relation to the company under sub-section (6) of section 149 of the Companies Act: Provided that such a director shall also meet, in addition to the aforesaid criteria, any criteria that the Nomination and Renumeration Committee may formulate regarding qualifications, positive attributes and independence: Provided further that every such director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, give a declaration that he meets the criteria of independence under this sub-section and that he is not aware of any circumstance or situation, which exist or may reasonably be anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. (4) An individual appointed by the Board as a director under clause (f) or clause (g) of sub-section (2) shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier, and shall hold office beyond such date only if his appointment is approved at the annual general meeting. (5) Before an individual is appointed or nominated as a director under sub-section (2), the Central Government or the Nomination and Remuneration Committee, as the case may be, shall satisfy itself that such an individual as a director shall have no financial or other interest as is likely to affect prejudicially the exercise or performance by him of the functions of a director: Provided that the Board shall satisfy itself from time to time with respect to every director other than a director nominated under clause (d) of sub-section (2) that he has no such interest: Provided further that, for the purposes of this sub-section, any individual who is, or whose appointment or nomination or election is proposed and who has consented to be a director, shall furnish such information as the Central Government or the Nomination and Remuneration Committee or the Board, as the case may be, may require. (6) Notwithstanding anything contained in sub-section (2), on and from the appointed date, an individual appointed under section 4 who is eligible to be or remain a director under section 4A and who, immediately before such appointed date, held the office of a member of the Corporation— (i) in the capacity as the Chairman of the Corporation, shall be deemed to be a director and the Chairperson under sub-clause (i) of clause ( a) of sub-section (2); (ii) in the capacity as a Managing Director of the Corporation, shall be deemed to be a director and a Managing Director under clause (c) of sub-section (2); (iii) and is an officer of the Central Government not below the rank of a Joint Secretary to the Government of India in the Department of Financial Services, shall be deemed to be a director nominated under clause (d) of sub-section (2); (iv) and has been in office for a duration which is the longest amongst members other than members referred to in clauses (i), (ii) and (iii), shall be deemed to be a director nominated under clause (e) of sub-section (2): Provided that every such individual shall hold office until expiry of the term, if any, specified at the time of his appointment as a member of the Corporation, or until a director appointed or nominated, as the case may be, under sub-section (2) in place of such an individual assumes office: Provided further that any act or proceeding of the collective body of members constituting the Corporation under section 4 before the appointed date, shall be deemed to be an act or proceeding, as the case may be, of the Board. Explanation. —For the purposes of this sub-section, — (a) notwithstanding anything contained in clause (7) of section 2, the expression "member" shall mean a member appointed to the Corporation constituted under section 4 [as it stood before the coming into force of section 130 of the Finance Act, 2021]; (b) "appointed date" means the date on which the provisions of section 130 of the Finance Act, 2021 shall come into force. - 4A. Disqualification to be director.— An individual shall not be eligible to be or remain a director if, — (a) he is of unsound mind and stands so declared by a competent court; (b) he is an undischarged insolvent; (c) he has applied to be adjudicated as an insolvent and his application is pending; (d) he has been convicted by a court of any offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence: Provided that if an individual has been convicted of any offence and sentenced in respect thereof to imprisonment for a period of seven years or more, he shall not be eligible to be a director; (e) an order disqualifying him to be a director has been passed by a court or the National Company Law Tribunal constituted under section 408 of the Companies Act, and the order is in force; (f) he has not paid any calls in respect of any shares of the Corporation held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of such call; ( g) he attracts any disqualification for being a director of a company under the provisions of subsection (2) of section 164 of the Companies Act, subject to such exceptions thereto as the Central Government may, by notification, specify; (h) he is a salaried government official, other than an individual nominated director under clause (d) of sub-section (2) of section 4; (i) he is an insurance agent or an intermediary or an insurance intermediary; (j) he is an employee of the Corporation, other than the Chief Executive or a Managing Director, or of its subsidiary or associate company; (k) he is a director of a subsidiary or an associate company of the Corporation and is other than the Chief Executive or a Managing Director; (l) he is an employee or a director or a promoter of any insurer carrying on life insurance business anywhere in the world, other than the Corporation or its subsidiary or associate company, or of any holding company, subsidiary or associate company of such an insurer; (m) he absents himself from all the meetings of the Board held during a period of twelve months, with or without seeking leave of absence of the Board: Provided that the disqualifications referred to in clauses (d) and (e) shall continue to apply even if an appeal or petition has been filed against the order of conviction or disqualification.