Composition Of Boards Guidelines
Guidelines for Composition of Boards of Insurance/Reinsurance Companies
An insurance/reinsurance company should be headed by an effective board, which should lead and control the company. The board should be composed of persons who collectively have sufficient expertise to understand the important issues relating to the operations of insurance/reinsurance companies and are individually capable of independent
- The board shall have a minimum of five (5) members, including the Chief Executive officer (CEO)
- The role of the CEO and the Chairperson shall not be combined.
- The Chairperson shall be a non-executive director.
- At least two of the Board members must be Ghanaians
- Either the Board Chairman or the Chief Executive Officer should be a Ghanaian
- Where the Chief Executive Officer is not a Ghanaian, the Chief Finance Officer should be a Ghanaian.
- At least 1/3rd of the total membership of the board (subject to a minimum of two (2) shall be composed of independent directors.
- The Board shall include non-executive directors of sufficient caliber and standing to provide a balanced discussion and decision making at board meetings.
- Where a life company and a non-life company are either fully or substantially owned by the same shareholder(s), or where one is a subsidiary of the other: The chairperson of the life company shall not be the chairperson of the non-life company; or vice-versa. An independent director of the life company shall not be presented as an independent director of the non-life company; or vice versa
An Independent Director shall be “non-executive” and shall be free from any business with the company or it’s associated companies, which can interfere materially with the exercise of his/her independent and partial judgment. He/She shall not have close family ties with any of the Company’s Directors, Senior Management or Significant Shareholder
A non-executive director’ is a director who is not engaged in the daily management of the company.