Job Description

Key Responsibilities
1) Board & Committee Governance
• Serve as the second in line to the Secretary to the Board and key Committees (e.g., Audit, Risk Management, Nomination & Remuneration, Policyholders Protection, Corporate Social Responsibility, Investment, IT Strategy, Stakeholders Relationship).
• Own the annual Board calendar, charters, induction, and Board effectiveness processes.
• Ensure high-quality agenda setting, circulation, papers, and drafting minutes as per SS 1/SS 2 and internal policies.
• Track and report action items, regulatory directives, and for approvals/resolutions.
• Manage director KYC, DIN, D&O coverage, fit & proper declarations and performance evaluation cycles.
• Tech Savvy capable of identifying state of art technologies for board management and implementing it.
2) Shareholder & JV Governance
• Be the first line of governance for multi-shareholder coordination, including reserved matters, affirmative voting rights, quorum, pre-emptive rights, transfer restrictions, deadlock resolution, and SHA compliance.
• Plan and hold AGMs/EGMs, handle shareholder communications, and maintain statutory registers & cap table.
• Partner with legal on shareholder disputes risk, amendments to SHA/AoA, and consents/waivers.
• Ensure alignment with PNB (public sector bank) governance expectations, foreign partner governance standards, and information protocols (e.g., clean teams, confidentiality).
3) Statutory & Regulatory Compliance (Core)
• Ensure full compliance with Companies Act, 2013, Rules, Secretarial Standards (SS-1/SS-2).
• Lead all MCA filings (DIR 12, MGT 7/7A, AOC 4, PAS, CHG, SH related filings, etc.) and event-based compliance.
• Oversee FEMA/FDI compliance for insurance (e.g., FC-TRS/FC-GPR where applicable), downstream investment, and NCLT / RD processes as required.
• Manage Insurance Act, 1938 and IRDAI regulations/guidelines compliance impacting governance, including:
o Corporate Governance Guidelines for Insurers
o Registration of Indian Insurance Companies Regulations
o IRDAI Fit & Proper criteria for directors/KMP
o Outsourcing, Related Party Transactions, Investment Governance, Policyholder Protection, and Stewardship guidelines.
• Where needed coordinate with RBI /Promoters (if any banking-linked governance expectations arise), and SEBI LODR only if any listed-debt scenario applies (typically not listed equity).
• Adept at Listing regulations with prior experience
4) Policies, Controls & Assurance
• Maintain and update Board-approved policies mandated by IRDAI/Companies Act (e.g., RPT, Insider-Like Conduct for confidential data, CSR, ESG, Document Retention). This will include drafting, review and co-ordination with multiple internal and external stakeholders as may be required.
• Own the Statutory Registers, Minutes Books, Share Certificates, Common Seal, and e-Records integrity.
• Drive Secretarial Audit, Annual Return certification, and Board evaluation reports; interface with Secretarial Auditors and Statutory Auditors.
• Establish compliance monitoring dashboards, early warning systems, and control testing for governance risks.
• Ensure all control trackers are maintained up-to-date.
5) Corporate Actions & Transactions
• Lead capital actions (rights/bonus, buyback, ESOP/ESPS, CCPS/OCPS, inter-se transfers), changes in shareholding, amendments to AoA/MoA, and charge creation/satisfaction.
• Support M&A / strategic alliances, reinsurance arrangements, branch expansion, and new product approvals for governance aspects.
• Ensure timely regulatory approvals (IRDAI/MCA/RBI/DPIT, as relevant for FDI).
6) Stakeholder Management & Advisory
• Act as trusted adviser to Chairperson, MD & CEO, CFO, CRO, Chief Compliance Officer, Chief Risk Officer, and Shareholder representatives.
• Provide crisp advice on Board conduct, conflicts management, information rights, and governance implications of strategic decisions.
• Build a culture of ethics, transparency, and compliance, with periodic Board/leadership training.
• Experience in managing valuation contracts , NCDs , investments contracts , international contracts , derivatives and trademarks