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TMI BlogSubstitution of section 19.X X X X Extracts X X X X X X X X Extracts X X X X ..... rporation heading the functions dealing with finance, risk, investment and law as well as its Appointed Actuary shall be invited to every meeting of the Committee and shall have a right to be heard at the meeting. Explanation.-For the purposes of this section and section 24B, "Appointed Actuary" means the actuary appointed as such by the Corporation under the regulations made by the Authority under the Insurance Act regarding appointed actuaries. Nomination and Remuneration Committee. 19B. (1) The Board shall constitute a Nomination and Remuneration Committee of the Board, consisting of three or more directors from amongst directors other than those appointed under clauses (a) or (b) of sub-section (2) of section 4, out of whom not less than one-half shall be independent directors at any time when the number of independent directors in office is sufficient to constitute such proportion of the membership of the Committee: Provided that the Chairperson may be appointed as a member of the Nomination and Remuneration Committee but shall not chair the Committee. (2) The Nomination and Remuneration Committee shall- (i) formulate the criteria for determining qualifications, po ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nsaction, it shall make its recommendations to the Board: Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or an officer of the Corporation without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Corporation with the approval of the Audit Committee and if the transaction is with the related party to any director or is authorised by any other director, the director concerned shall indemnify the Corporation against any loss incurred by it: Provided also that the provisions of this clause shall not apply to a transaction, other than a transaction referred to in section 4C, between the Corporation and its wholly owned subsidiary; (e) scrutiny of inter-corporate loans and investments; (f) valuation of undertakings or assets of the Corporation, wherever it is necessary; (g) evaluation of internal financial controls and risk management systems; (h) monitoring the end use of funds raised through public offers, and related matters. (3) The Audit Commi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... immediately before the coming into force of this section as directors under the substituted section 4, in order to bring the provisions relating to corporate governance in alignment with the requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 made by the Securities and Exchange Board of India under the provisions of the Securities and Exchange Board of India Act, 1992, and thereby enabling the listing of LIC on recognised stock exchanges and making of an initial public offer, through which Government may sell its shares in LIC. It is also proposed to insert new sections 4A, 4B, 4C and 4D in the LIC Act to provide for disqualifications to be a director, disclosure of interest by director and senior management, related party transactions and adjudication of penalties for contravention or violation liable to penalty under the LIC Act, in order to bring the provisions relating to corporate governance in alignment with listing requirements. It is also proposed to substitute section 5 of the LIC Act, to provide for LIC's capital, issue of equity shares to the Central Government in consideration for paid-up e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g to corporate governance in alignment with listing requirements. It is also proposed to substitute section 20 of the LIC Act to provide for entrustment and delegation of powers and duties of the Chairperson and Managing Directors of LIC by its Board, in order to bring the provisions relating to corporate governance in alignment with listing requirements. It is also proposed to amend section 22 of the LIC Act to omit the existing provision under sub-section (2) for constitution of a Board in each zone of LIC and to amend the existing provision for a "member" of LIC (who corresponds to a director under the proposed amendments) to be a Zonal Manager of LIC, consequential to proposed constitution of Board of LIC under the substituted section 4 and the disqualification to be a director under clause (l) of the new section 4A. It is also proposed to insert new section 23A in the LIC Act, to provide for annual general meeting and other general meetings of registered shareholders of LIC, in order to bring the provisions relating to the rights of LIC's shareholders in alignment with listing requirements. It is also proposed to substitute section 24 of the LIC Act, to provide for LIC hav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... holders, as against a maximum of ten per cent. of the total surplus under the existing section 28, representing enhancement in money receivable into the Consolidated Fund of India on account of such increased allocation or reservation. It is also proposed to amend section 28A and insert new sections 28B and 28C in the LIC Act, to make provisions regarding the declaration of dividend and crediting of unclaimed and unpaid dividend amount to an Unpaid Dividend Account, in order to bring the provisions relating to dividends in alignment with listing requirements and consequential to the provision under the proposed new section 5 for issue of equity share capital to persons other than the Central Government. It is also proposed to substitute section 46 of the LIC Act, to provide that defects in constitution of the Board and committees thereof, or in appointment or nomination of directors, will not invalidate their acts or proceedings, which are matters incidental to the proposed creation of the Board and its committees under the proposed new sections 4, 19, 19A, 19B, 19C and 19D. It is also proposed to substitute section 47 in the LIC Act, to provide for protection of action taken by ..... 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