Your SlideShare is downloading. ×
Corporate governance and board governance system
Upcoming SlideShare
Loading in...5

Thanks for flagging this SlideShare!

Oops! An error has occurred.

Saving this for later? Get the SlideShare app to save on your phone or tablet. Read anywhere, anytime – even offline.
Text the download link to your phone
Standard text messaging rates apply

Corporate governance and board governance system


Published on

corporate governance and board governance system in insurance companies of Nepal

corporate governance and board governance system in insurance companies of Nepal

1 Like
  • Be the first to comment

No Downloads
Total Views
On Slideshare
From Embeds
Number of Embeds
Embeds 0
No embeds

Report content
Flagged as inappropriate Flag as inappropriate
Flag as inappropriate

Select your reason for flagging this presentation as inappropriate.

No notes for slide
  • Duty of Due Care - determines the manner in which directors should carry out their responsibilities. Failure to uphold the set stipulations may constitute a breach of the fiduciary duty of care of expected directors. Duty of loyalty- requires directors to refrain from pursuing their own interests over the interests of the company. Breach of loyalty can occur even in the absence of conflicts of interest if directors consciously disregard their duties to the company and its shareowners.Duty of Good Faith – Its an important of directors fiduciary obligations, and any irresponsible, reckless, irrational or disingenuous behaviors or conduct can breach that fiduciary duty. Duty to promote success – directors should act in a good faith and promote the success of the company to benefit of its shareholders and other stakeholders. Includes: approving the establishment of strategic goals, objectives and policies that promote enduring shareholders value as well as protect existing value. Duty to avoid conflicts of interests - potential conflict of interest may occur when director: receives a gift from a third party he is doing business with, either directly or indirectly enters into a transaction or arrangement with that company, obtains substantial loans from the company, or engages in backdated stock options. Duty to exercise diligence, judgment, and skill- directors should be knowledgeable about the companies’ business and affairs, continuously update their understanding of the company activities and performance, and use reasonable diligence and independent judgment in making decisions.
  • The role of board members is to make policy for the organization, set mission, vision, elect and sustain senior executives. There is only one member from staff who deploys the BOD matters into orgn. If other members also start to act as staff, the morale of exixting staff goes down and there will occur a problem of employee turnoverBoard meeting should be held at a regular interval with proper minuting. Un necessary too many board meeting and too few board meeting is not a reflection of good governance. I has to be made with proper agenda on a regular time basis.There are different sub committee in Bod like finance committee, operation, committee, research committee, etc,. Especially in the bod with small Bod numbers, committee are formed with small member size. And the assignment handled by small committee adds no value to the organization and director cant make decision by that report. It’s just a wastage of committee time and effort.Selection of board members is an investment on company’s future. Selection of board members should not based upon the relation and friendliness because it shape the orgnal future. So proper care should be made in selecting the members.Before making any decision, board should carefully inspect the financial impact on the organization. This is the reason why finance is important in an organization.
  • Previoiously, life and non life insurance policies used to
  • Transcript

    • 1. Corporate Governance and Board Governance System ROLES AND RESPONSIBILITIES OF BOD
    • 2. Composition  Insiders  Senior executives  Outsiders  Proxy of shareholders  Independent directors
    • 3. Insurance Regulatory Authority of Nepal  Governing Acts and Regulations  Insurance Act 1992  Insurance Regulation 1993  Insurance Companies  Life Insurance : 8  Non-life Insurance: 17  Rastriya Beema Sansthan: L/NL
    • 4. Functions of Insurance Board  To provide necessary suggestions to the Government of Nepal to frame the Policy regarding to systematize, regularize, develop and regulate the Insurance Business.  To frame a policy for the investment of the amount received from the insurance and to prescribe the priority sectors.  To register and renew the Insurer, Insurance Agent, Surveyor and Broker and to cancel or cause to cancel such registration.
    • 5. Cont…..  To arbitrate in the dispute arises between the Insurer and the Insured.  To make decision on the complaints filed by the Insured against the Insurer regarding to the settlement of liability of the Insurance.  To issue necessary directives to the Insurer from time to time regarding to the Insurance Business.
    • 6. Cont…..  To formulate necessary basis for the protection of interests of the Insured, and  To do or cause to do other necessary functions regarding to the Insurance business.
    • 7. Roles of BOD  Representatives of shareholders  Align the responsibilities of shareholders with      management Defining company’s mission and goal Appointment of senior management Approve major corporate moves Approve dividends and other financial matters. Responsible for company’s business affairs and governance
    • 8. Duties of BOD  The duty of care  The duty of loyalty  The duty of good faith  The duty to promote success  The duty to avoid conflict of interest  Duty to exercise diligence, judgment, and skill
    • 9. Problems arising from ineffective Board Governance  Board members assuming staff responsibilities  Unstructured board meeting  Weak board committee  Haphazard selection of new board members  Ignoring the financial implication of decisions
    • 10. Cases Related to Board Governance of Insurance industry of Nepal  Separation of life and non life Insurance Companies.  One person representing BOD of multiple Insurance Companies  Advance payment against the insurance claimed by Himalayan Snacks and Noodles.
    • 11. Thank you !