Boards and Committees Flashcards
Board of Directors of a Stock Exchange: Formation, Composition?
Formation: Elected or selected by the shareholders of the stock exchange company.
Composition: Assumes responsibility in relation to the management of transactions in securities.
Disciplinary Committee (of ICAN): Formation, Composition, Appointment?
Formation: Nominated by the Council and the Auditor General.
Composition:
- Chairman: From amongst the Council members referred to in clause (a) of sub-section (3) of Section 7 (Fellow Chartered Accountants)
- Members: Three persons nominated by the Council from amongst the Council members
- Members: Two persons nominated by the Council from amongst the members
- Member: One person nominated by the Auditor General
Executive Committee (of ICAN): Formation, Composition, Appointment?
Composition:
- President - Chairman
- Vice-President - Vice-Chairman
- Two persons nominated by the Council from amongst the councilors - Member
- Executive Director - Member-Secretary
Central Labour Advisory Council: Formation?
Formation: Members determined under the chairmanship of the Director General of the Department.
Labour Relations Committee: Formation, Composition?
Formation: Formed by authorized trade union or all trade unions or signature of 60% workers in an entity with 10 or more employees.
Composition: At least 3 but not exceeding 11 members.
Appointment: By the respective trade union(s) or workers.
Minimum Wage Fixation Committee: Formation, Composition?
Formation: Constituted by the Ministry.
Composition: Comprising representatives from Government of Nepal, trade unions, and employers’ associations.
Appointment: By the Ministry, trade unions, and employers’ associations.
Tenure: Reviews minimum wage every two years.
Safety and Health Committee: Formation, Composition?
Formation: For every employer having 20 or more workers.
Composition: Comprising representatives of workers.
Appointment: By the workers’ representatives.
Public Company Board of Directors: Formation, Composition, Appointment, Tenure (Independent Directors)?
Formation: Articles/General Meeting.
Composition:
- Minimum of three and a maximum of eleven directors
- At least one female director if the public company has a female shareholder
- Minimum one to maximum two independent directors
Appointment of Independent Directors: Articles/General Meeting
Tenure of Independent Directors: Articles
Bank or Financial Institution (BFI) Board of Directors: Formation, Composition, Appointment, Tenure (Directors & Independent)?
Formation: General Meeting.
Composition: At least five directors and not exceeding seven directors
Appointment:
- Directors: General Meeting
- Independent Directors: Board
Tenure:
- Directors: Max four years (articles)
- Independent: Single tenure
Nepal Rastra Bank (NRB) Board of Directors: Recommendation Committee Formation; NRB Board Composition; Appointment & Tenure (Governor, Deputy Governors, Directors)?
Recommendation Committee Formation: Government of Nepal, Council of Ministers.
NRB Board Composition:
- Governor - Chairperson (1)
- Secretary, Ministry of Finance - Member (1)
- Deputy Governors - Member (2)
- Directors appointed by Government of Nepal (from economic, monetary, banking, finance and commercial law sectors) - Member (3)
Appointment:
- Governor: Government of Nepal (on Recommendation Committee’s recommendation)
- Deputy Governors: Government of Nepal (on Governor’s recommendation)
- Directors: Government of Nepal
Tenure:
- Governor: five years (may be reappointed for one more term)
- Deputy Governors: five years
- Directors: five years (may be reappointed for any term)
Industry and Investment Promotion Board: Formation, Composition, Appointment, Tenure (Nominated)?
Formation: Government of Nepal.
Composition:
- Minister/State Minister for Industries - Chairperson (1)
- State Minister for Industries (when minister is chairman) - Member (1)
- Assistant Minister for Industries - Member (1)
- Member (industries), National Planning Commission - Member (1)
- Governor, Nepal Rastra Bank - Member (1)
- Secretary, Ministry of Industry - Member (1)
- Secretary, Ministry of Finance - Member (1)
- Secretary, Labour and Employment - Member (1)
- Secretary, Ministry of Commerce - Member (1)
- Secretary, Ministry of Agriculture Development - Member (1)
- Secretary, Ministry of Information and Communication - Member (1)
- Secretary, Ministry of Energy - Member (1)
- Secretary, Ministry of Forest and Land Conservation - Member (1)
- Secretary, Ministry of Culture, Tourism and Civil Aviation - Member (1)
- CEO, Nepal Investment Board - Member (1)
- DG, Department of Cottage and Small Industries - Member (1)
- Joint Secretary, Industrial Promotion Division - Member (1)
- Chairperson, FNCCI - Member (1)
- Chairperson, CNI - Member (1)
- Chairperson, FNCSI - Member (1)
- Chairperson, FWEAN - Member (1)
- Two Persons nominated by GoN (at least one woman, industry experts) - Member (2)
- DG, Department of Industries - Member-Secretary (1)
Appointment: Primarily by virtue of official positions or GoN nomination
Nepal Insurance Authority Board: Recommendation Committee Formation; NIA Board Composition; Appointment & Tenure (Chairperson, Specialized Members); Inquiry Committee Tenure?
Recommendation Committee Formation: Government of Nepal.
NIA Board Composition:
- Chairperson - GoN nominee (1)
- Joint Secretary, Finance - Member (1)
- Joint Secretary, Law - Member (1)
- Specialized Member (Life Insurance) - GoN nominee (1)
- Specialized Member (Non-Life Insurance) - GoN nominee (1)
Appointment:
- Chairperson: GoN (on Committee’s recommendation)
- Specialized Members: GoN nomination
Tenure:
- Chairperson: four years (renewable once)
- Specialized Members: four years (renewable)
- Inquiry Committee: Maximum three months
What are the key roles and importance of SEBON?
Regulate and manage securities markets and businesses
Regulate issue, purchase, sale and exchange of securities
Develop the capital market
Protect investors’ interests
Enhance creditworthiness of the share market
Protect against fraudulent acts in securities dealings
Boost security business safely for good investment
Maintain public confidence in security business
What are the grounds for removal of SEBON’s Chairperson and members?
Disqualified as per Section 11 (political party officer, involved in securities business, insolvent, insane, moral turpitude conviction)
Acted contrary to investors’ interests or capital market development
Lack competence to implement Board functions
Disqualified from occupation/business due to misconduct (certificate revoked or restricted)
Absent from three consecutive Board meetings without notice
Note: Reasonable opportunity to defend must be given prior to removal
What are the main functions of SEBON’s Chairperson?
Protect investors’ interests and develop the capital market
Regulate and monitor stock exchanges and securities business persons
Act as the executive chief of the Board
Submit long-term and short-term plans and policies for Board approval
Call and preside over Board meetings
Prepare annual programs and budget for Board approval
Implement Board decisions
Inspect and supervise day-to-day business
Appoint advisors and employees as prescribed
Perform other functions entrusted by the Board
What are the key functions of Industry and Investment Promotion Board?
“Recommend on industrial development position
Resolve difficulties regarding services and facilities for industries
Direct authorities to resolve entrepreneurs’ complaints
Recommend on industry level and classification
Recommend on investment promotion through research
Decide policy for ensuring goods quality
Advise on integrated industrial management information
Act for effective, competitive and coordinated performance (public, private, cooperative)
Act to speed up industrialization
Give directives to provide facilities and on complaints
Perform other prescribed acts
Formulate policies for industrial development through promotion and protection
Make recommendations after examining industrial situation, foreign investment, environment and consumer interests
Advise on necessary steps for industrial development
Act as regulating body by issuing directives for industry development, investor
What are the main functions of One Stop Service Committee?
Implement decisions on exemptions, concessions and facilities for industries
Perform acts delegated by the Board
Decide and implement timely infrastructure services (electricity, water, communication, land, roads)
Perform other prescribed works
Perform functions related to industry and business administration (registration, permission, renewal, approval for transactions, capacity enhancement, dissolution)
Perform functions related to approval of foreign investment
Perform functions related to labor permits and work approval
Perform functions related to visa facilities
Perform functions related to initial environmental examination and environmental impact assessment
Coordinate with concerned bodies for infrastructure and act as focal point
Perform functions related to approval of foreign currency exchange
Provide Permanent Accounts Number
Perform functions on facilitating export-import code and bonded warehouse
Receive applications requiring institutional approval (including mines) and coordinate for approval
Coordinate to provide land for industry establishment
Facilitate timely conclusion of agreements with government bodies
Establish and operate an investment portal with notifications and information
Perform functions related to recommendation and facilitation required for industrial enterprises
Implement Ministry and Board decisions or directions”
What are the standing committees of the ICAN Council, and what are the powers of the Disciplinary Committee?
Standing Committees of ICAN Council:
* Disciplinary Committee.
* Examination Committee.
* Executive Committee.
* Professional Guidance Committee.
Powers of the Disciplinary Committee:
* Inquire into complaints against members for actions contrary to ICAN’s Act, Rules, bye-laws, or code of conduct.
* Powers of a court regarding issuing orders, receiving evidence, and examining witnesses.
* Make recommendations to the Council for action against guilty members.
How does the ICAN Council process a report received from the Disciplinary Committee?
- Disciplinary Committee submits report with recommendations to the Council.
- Council informs the complainer and may order to replete the complaint if recommended.
- Council sends a copy of the report to the alleged member/firm and provides an opportunity to defend themselves.
- After reply, Council may direct further investigation if needed.
- If found guilty, Council shall order punishment according to the Act.
What are the functions, duties, and powers of the Audit Committee of a bank and financial institution?
- Ascertain appropriateness and monitor compliance of accounts, budget, internal auditing, and control.
- Conduct internal auditing to ensure preparation according to laws and NRB directives.
- Audit management, operation, and performance for legal compliance.
- Monitor actions according to rules, policies, and directives; submit reports to the Board.
- Recommend names of three auditors for external auditor appointment.
- Furnish opinions as required by the Board of Directors.
What is the composition and what are the functions, duties, and powers of the Audit Committee under the Nepal Rastra Bank Act?
Composition:
- One Director designated by the Board - Coordinator
- One subject expert designated by the Board - Member
- Chief of Internal Audit Department of the Bank - Member
Functions, Duties, and Powers:
- Submit reports and recommendations to the Board on accounts, budget, audit procedures, and control system.
- Ascertain proper audit and preparation of financial documents.
- Supervise implementation of appropriate risk management.
- Audit managerial and work performance for legal compliance.
- Frame bye-laws for auditing according to laws and international standards for Board approval.
What is the composition and what are the functions, duties, and powers of the audit committee of an insurer?
Composition: Three members of the Board under a director representative from general shareholders (Chair, CEO, accounts chief or their close relatives cannot be members).
Functions, Duties, and Powers:
* Review financial statements and ensure basis, authenticity, and reliability.
* Ascertain appropriateness of accounts, budget, and internal control.
* Ensure purchase/procurement policy is appropriate, efficient, economical, and supervise it.
* Ensure proper maintenance of accounts, documents, internal audit records, and electronic records.
* Ensure proper calculation of insurance risks, claims, investments, and reinsurance with adequate documentation.
- Ensure financial statements are prepared according to prevailing laws and NIA directives.
- Recommend three auditors for external auditor appointment.
- Furnish opinions as required by the Board of Directors.
- Ensure compliance with NIA directives.
- Submit activity report to the insurer’s board of directors.
What are the accountabilities and responsibilities of Directors of a bank and financial institution under the BAFIA?
- Shall not act for personal benefit through the bank or its business.
- Personally liable for acts exceeding their authority.
- Responsible for risk management and internal control following sound strategies.
- Shall not intervene in daily management functions.
- Must fully comply with NRB directives.
What are the key provisions regarding the meetings of the Board of Directors of the Nepal Insurance Authority (NIA)?
- Held as necessary, at least once a month.
- Date, time, and place prescribed by the Chairperson.
- Meeting convened within 7 days if at least three members request in writing.
- Agendas provided by the secretary at least 24 hours prior.
- Quorum is more than 50% of total members.
- Presided by Chairperson, or senior-most member in absence.
- Decisions by majority vote; Chairperson has casting vote in tie.
- Board may invite experts or officials as observers.
- Minutes recorded and signed by Chairperson and attending members.
- Board decisions are authenticated by the board.
- Other procedures determined by the board itself.
- Members with financial/personal/professional interests must disclose and not participate in discussion/decision on that matter.
How is the Board of Directors of an insurer formed?
- Consists of not less than five and not more than seven Directors, plus one independent director.
- Directors appointed by the general meeting.
- Promoters appoint BOD until the first AGM.
- BOD can appoint director until the next AGM if vacancy occurs before AGM.
- Government/province government/other insurers/corporate bodies/foreign insurers can appoint directors proportionally and alternate directors.
- No two or more persons from the same family can be directors in the same or similar insurance companies.
- BOD appoints at least one independent (professional) director and informs the first AGM.
- Chairperson chosen by majority decision of directors (independent director cannot be chairperson).
- Chairperson and expert members of the Authority shall take an oath.
- BOD shall appoint a replacement within thirty-five days for any vacancy until the next AGM.
Under what circumstances does a director of an insurer discontinue holding office?
- Disqualified as per Section 50 (e.g., age, unsound mind, bankrupt, blacklisted, director of another similar insurer, insufficient shares, holding constitutional post/govt employee, not served full sentence/cleared dues, not completed 3 years after NIA sentence).
- Removal motion adopted by majority of the General Meeting at the recommendation of their appointing group (representing =51% of that group’s shares).
- Resignation is approved.
- Nepal Insurance Authority directs removal for activities against insured/insurer interests.
- If insurance company believes a director is disqualified, they must notify NIA within 15 days; NIA may issue directions after inquiry.
