GUIDELINES ON REPORTING OF KEY PERSONS CIRCULAR NO. IRDA/LIFE/GDL/MISC/202/10/2013, DATED 9-10-2013

GUIDELINES ON REPORTING OF KEY PERSONS

CIRCULAR NO. IRDA/LIFE/GDL/MISC/202/10/2013, DATED 9-10-2013

It is envisaged that the Key Persons in all Insurance Companies play an important role not only in running the business enterprise successfully but also for compliance of all regulatory requirements. It is further expected that the 'Key Persons' are not only responsible for executing the Board's decisions, but also have to be accountable for effective implementation of statutory and regulatory provisions for overseeing the

operations of the Insurers, in order to put in place the best governance procedures and market conduct practices. Hence, their critical role underscores the importance of continuous presence of full bench strength of the Senior Management team of MD/CEO, Whole Time Directors and other Key Persons. For these reasons, Point no. 14 of 'Form IRDA/R1 - Requisition for Registration Application' of IRDA (Registration of Indian Insurance Companies) Regulations, 2000 requires the applicant companies to submit the particulars of Directors, Key Directors and Key Persons at the time of registration of Insurance Companies. For the critical reasons referred herein, it is considered necessary to have this information on Key Persons on an ongoing basis, so as to monitor the continuous presence of these 'Key Persons' and information on these 'Key Persons' at all times.

In light of this, the Authority addresses the issues pertaining to the continuous presence of Key Persons, the reporting of information relating to the key personnel and enforcing the accountability on the returns and reports forwarded /information submitted by Insurers to the Authority.

While the definition of 'Key Persons' in the above referred IRDA (Registration of Insurance Companies) Regulations, 2000 is limited, with the evolution of regulatory architecture, it is observed that the role/position of 'Compliance Officer' of Insurance companies and Chief Risk Officer' are gaining importance. Therefore, the definition of Key Persons' is appropriately expanded by adding these two roles into the ambit of'Key Persons'. It is further required that all the Insurers shall have in place the robust reporting structures so as to ensure that information/data submitted to the Authority or the returns filed to the Authority are only submitted by the relevant 'Key Person' with due authorization by the respective Chairman/CEO/MD/Principal Officer of the Insurance Company.

In the above back ground, the Authority issues the following Guidelines.

Guidelines:

1.		Definition - Key Person: "Key Persons include the Chief Executive Officer, Chief Marketing Officer, Appointed Actuary, Chief Investment Officer, Chief of Internal Audit, Chief Finance Officer, Chief Risk Officer and Chief Compliance Officer".
		Explanation: The nomenclature of designations used in the above definition shall be appropriately mapped to the respective silos/functions of the Insurers while reporting information under these guidelines, wherever, necessary.
2.		In order to monitor that all positions of "Key Persons" are adequately and totally manned, all the Insurers are hereby directed to submit the particulars of their respective existing 'Key Persons' in the format 'Form - IKP-1', separately for each key person, as specified in Annexure -1 of these guidelines, within 30 days from the date of issuance of these guidelines.
3.		The particulars in the format 'IKP- V shall be submitted as and when there is a change in the individual person holding the position of 'Key Person'. Such information shall be filed within 30 days from the date of new person taking over the position of 'Key Person'.
4.		The particulars in the format 'IKP-1' shall be submitted as and when there is a change in any of the information already submitted in respect of any of the 'Key Person'. Such information shall be filed within 30 days from the date of change in the information.
5.		Insurers shall immediately notify the Authority in the event of any position of 'key person' falling vacant.

a.

Insurers shall initiate the filling up of such vacant positions of Key Person on a priority basis. At no point of time the position of any 'Key Person' shall remain vacant for a period more than 180 days.

6.

In addition to the extant applicable Regulations, Insurers shall ensure that no single individual is simultaneously holding more than one position of Key Person that may have potential conflict of interest.

a.

In the event of two or more positions of Key Person referred at Clause (1) above is simultaneously held by a single individual, the same shall be reported to the Authority within 15 days of such an occurrence.

7.		The name and designation of all the 'Key Persons' shall be disclosed in the respective websites by all Insurers.
8.		The Chief Compliance Officer who is a 'Key Person' in accordance to Clause - 1 of these Guidelines, shall be well versed with all the applicable Corporate Laws, Compliance and Governance norms.

a.

Unless specified otherwise by the Authority in the respective Regulations, Chief Compliance Officer shall be the designated Compliance Officer for submitting returns, reports to the Authority, applications for approvals and for complying with Chapter II of AML/CFT Master Circular dated 24th September, 2010 and IRDA (Sharing of Database for Distribution of Insurance Products) Regulations, 2010.

9.		Notwithstanding the provisions of Clause (8) (a) above, in order to develop the accountable organizational reporting structures, it shall be ensured that any information that is called for by the Authority shall be submitted only by the concerned 'Key Person'. The Chairman/CEO/MD/Principal Officer of the Insurer may also delegate the powers to any of the 'Key Person' for submitting such information to the Authority.
10.		Every Insurer shall submit an annual compliance certificate in the form IKP - 2 of Annexure - 1 before 30th April, of every Financial Year.
11.		Notwithstanding these guidelines the position of Appointed Actuary will be governed by the provisions of IRDA (Appointed Actuary) Regulations, 2000 as amended from time to time.

The above guidelines are issued under the powers vested in Section 14 (2) of IRDA Act, 1999.

ANNEXURE 1

Form IKP - 1

Information relating to Key Person ........... (Designation) as at ........... in terms of Clause ........... of 'Guidelines on Reporting of Key Persons ........... (Ref: IRDA/Life/GDL/Misc/202/10/2013 dated 09th October, 2013)

Name of Insurance Company:

For each of the key persons, furnish the particulars in the pro forma given below:-

1.

Name (and any previous names):

a.

Position/Designation:

2.		Private and Business Address (including any other private addresses within the last 5 years):
3.		Current Telephone, Fax and E-mail Addresses:
4.		Date and Place of Birth:
5.		Nationality (and any previous Nationality):
6.		Passport/Identity Card:

a.		Number
b.		Date and Place of Issue:
c.		Date of expiry
d.		Issuing Authority:
e.		Name and Address of Bank:

7.		Details of any loans or guarantees issued to or on behalf of the company in which the Key Persons have a management or shareholding interest
8.		Details and Dates of Academic Qualification:
9.		Details and Dates of Professional Qualification:
10.		Description of the position (including responsibilities) and date of commencement:
11.		Working Experience:
12.		Previous Employers (covering preceding 5 years)
13.		Details of whether the Key Persons and/or their previous Employers have been formally supervised or regulated

i.		Nature of Employer's Business
ii.		Designation: (including duties and responsibilities)
iii.		Date of Appointment
iv.		Date of Resignation/Departure
v.		Details of Other Business interests in the preceding 5 years where the Directors and key persons have been a working shareholder, director or controller
vi.		Details of the regulatory/supervisory body supervised/regulated

14.

Relationship with the Insurance Company or related Companies or other third parties:-

a.		Details of shareholdings or voting powers in the Insurance Company or related Companies or third parties:
b.		Details of any Business relationships with the Insurance Company or related Companies or third parties:
c.		Details of any Business relationships between the Directors' and key persons' former employers and the Insurance Company or related companies or third parties:

15.

Full details on the Key Persons' reputation and character:-

a.		whether the applicant has ever been declared bankrupt;
b.		any convictions of any offence involving fraud or other dishonesty;
c.		any disqualification of the Directors and key persons from acting as a director or in the management of any company or organisation;
d.		whether the Directors and key persons have ever been refused (or had revoked) a licence or authorization to carry on any regulated financial business;

16.		Any censure or disciplinary action initiated by any government, regulatory or professional body;
17.		Any dismissals from office or employment, subjection to disciplinary proceedings by the key persons' employer or been refused entry to any profession or occupation;
18.		Any litigation with which Key Persons have been involved over the last 5 years;
19.		Whether any governmental, regulatory or professional body has ever investigated any employer, company or organisation with which the Key Persons have been associated as a director, officer, manager or shareholder;
20.		Whether any company or organisation with which the Key Persons were associated as a director, officer, manager, shareholder or controller has ever been wound up, gone into receivership or ceased trading either whilst the Key Person was associated with it; or within one year after the Key Person so ceased to be associated.
21.		Please mention whether any Key Person is also; an Insurance Agent, employee of Insurance Broker, Director or Employee of any other insurance company (or reinsurer) in India or in any foreign country or director of any other company in India or in any foreign country.
22.		Whether the Key Person is into the full time employment of the insurance company
23.		Whether the key person is on deputation from any other organisation, if so furnish the full particulars of the Parent Organisation
24.		Whether the Key Person is into the full time/part time employment of the group company/associated company or the promoting partner.

It is certified that the above information is true relating to 'Key Position' as (Designation/Position) ........... of the ........... Company. The above official is working in that position effective from ...........

Chief Compliance Officer

Name of the Insurance Company

Company Seal

Form - IKP -2

Annual Compliance Certificate for the Financial Year . . . . . . . . in terms of Clause 10 of 'Guidelines on Reporting of Key Persons (Ref: IRDA/Life/GDL/Misc/202/10/2013 dated 09th October, 2013)

Name of Insurance Company:

It is certified that all the provisions of 'Guidelines on Reporting of Key Persons (Ref: IRDA/Life/GDL/Misc/202/10/2013 dated 09th October, 2013J issued by Insurance Regulatory and Development Authority are duly complied with. It is further certified that the Company has in place procedures for complying with the provisions of 'Guidelines on Reporting of Key Persons'.

Date:

Place:

Chief Compliance Officer

Name of the Insurance Company

Company Seal