Insurers should formulate a policy for Stewardship based on the principles indicated in these guidelines and get the approval of the Board for implementation of the same. The principles and the guidance for their implementation are given below:
- Principle 1
Insurers should formulate a policy on the discharge of their stewardship responsibilities and publicly disclose it.
Stewardship activities include monitoring and engaging with companies on matters such as strategy, performance, risk, capital structure, and corporate governance, including culture and remuneration.
The Stewardship policy should identify and define the stewardship responsibilities that the insurer wishes to undertake and how it intends to fulfill the same to enhance the wealth of its clients. The policy should be approved by the Board of the insurer and should bring out how the insurer applies stewardship with the aim of enhancing and protecting the value for the ultimate beneficiary or client.
While the Boards of an insurer could decide to engage in all cases, it may also decide to selectively intervene based on its extent or level of investment. In such case, the policy should clearly identify the threshold (level of investment or any other criteria as may be determined by the Board) for intervention.
The policy should clearly state whether the insurer intends to use the services of external service providers such as institutional advisors and should clearly provide that the ultimate stewardship responsibilities shall be discharged by the insurer.
- Principle 2
Insurers should have a clear policy on how they manage conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it.
Insurers should put in place, maintain and publicly disclose a policy for identifying and managing conflicts of interest with the aim of taking all reasonable steps to put the interests of their client or beneficiary first. The policy should identify scenarios of likely conflict of interest as envisaged by the Board and should also address how matters are handled when the interests of clients or beneficiaries diverge from each other.
- Principle 3
Insurers should monitor their investee companies.
Insurers should have mechanisms for regular monitoring of their investee companies in respect of their performance, leadership effectiveness, succession planning, corporate governance, reporting and other parameters they consider important.
Insurers may or may not wish to have more participation through nominations on the Board for active involvement with the investee companies. An insurer who may be willing to have nominations on the Board of an investee company should indicate in its stewardship statement the willingness to do so, and the mechanism by which this could be done.
- Principle 4
Insurers should have a clear policy on intervention in their investee companies.
Insurers may decide their own engagement strategy and the policy should clearly set out the criteria/ circumstances in which they will actively intervene. The policy should provide for regular assessment of the outcomes of intervention by the insurer. Intervention should be considered regardless of whether an active or passive investment policy is followed. Instances when insurers may want to intervene include, but are not limited to, when they have concerns about the company’s strategy, performance, governance, remuneration or approach to risks, including those that may arise from social and environmental matters.
The meetings with investee companies should be held in a confidential manner with the view to resolve the issue constructively. If dissatisfied with the response of the investee company, the insurer may decide to escalate the matter, in accordance with the pre-defined policy.
Insurers should have a clear policy for collaboration with other institutional investors, where required, to preserve the interests of the policyholders (ultimate investors), which should be disclosed.
For issues that require larger engagement with the investee company, insurers may choose to act collectively with other institutional investors in order to safeguard the interests of their investors. For such situations, the insurers should have a policy to guide their actions and extent of engagement.
Insurers should have a clear policy on voting and disclosure of voting activity.
Insurers should exercise their own independent judgment as regards voting decisions on resolutions and should not automatically support the proposals of the Board of the investee company. The decisions should be aimed at promoting the overall growth of the investee companies and, in turn, enhance the value of their investors.
The voting policy should be publicly disclosed.
Insurers should disclose their approach to stock lending and recalling lent stock.
- Principle 7
Insurers should report periodically on their stewardship activities.
In addition to the regular fulfilment of their stewardship activities, insurers should also provide a periodic report to their ultimate beneficiaries (policyholders) of how they have discharged their responsibilities, in a format which is easy to understand, as a part of public disclosures.
Disclosure and Reporting:
It is clarified that compliance with the aforesaid principles does not constitute an invitation to manage the affairs of a company or preclude a decision to sell a holding when this is considered in the best interest of clients or beneficiaries. The Board shall ensure that there is effective oversight on the insurer’s stewardship activities and a Committee of the Board entrusted with the compliance with corporate governance code shall exercise the same.
All insurers shall furnish a report on an annual basis to the Authority as per Annexure A, on the status of compliance with the Stewardship Code. The status report, approved by the Board shall be endorsed by the Compliance Officer and should be submitted on or before 30th June every year. The reporting should be done under the principle of “comply or explain”, the reasons for deviation or non-compliance with the Stewardship Principles should be provided in the report.
Format for annual reporting of compliance status of stewardship code to the Authority
Name of Insurer: ____________________
Period of Report (FY): ____________________
Status of Compliance with Stewardship Principles
|Sr No.||Particulars of Principles of Stewardship Code||Status (Deviation, Partly complied, Not complied)||Reason/ Justification for deviation or non-compliance|
(Name and Signature)