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:

- Corporate Governance Guidelines for Insurers

- Registration of Indian Insurance Companies Regulations

- IRDAI Fit & Proper criteria for directors/KMP

- 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