Insurance Company Governance Structure Agreement
保险公司治理结构协议
ຂໍ້ຕົກລົງວ່າດ້ວຍ ໂຄງປະກອບການບໍລິຫານຄຸ້ມຄອງບໍລິສັດປະກັນໄພ
Summary
This regulation governs the governance structure of insurance companies in Laos, specifying the composition and duties of the general meeting of shareholders and the board of directors, as well as the rights and obligations of shareholders, to ensure standardized operations.
Articles
Article ມາດຕາ 1
Article 2 Scope of Application
This agreement applies to all general insurance companies and life insurance companies that operate and conduct business in the Lao PDR.
Article ມາດຕາ 2
Article 2 Structure of Insurance Company Governance
The structure of insurance company governance includes:
- Shareholders' meeting (in case of a joint venture company);
- Board of Directors;
- Executive Committee;
- Departments, divisions and offices;
- Provincial branches or sales offices.
1. Shareholders' Meeting
The shareholders' meeting shall be held in the following cases:
1) The annual general meeting of shareholders shall be conducted in accordance with the law on enterprises;
2) An extraordinary meeting of shareholders may be held at any time in urgent and necessary cases, upon agreement of the shareholders;
3) The quorum of the annual or extraordinary meeting must have shareholders present.
2. Board of Directors
An insurance company must have a board of directors consisting of 5, 7 or 9 members, each with a term of office of 3 years or one term, and may be reappointed for no more than 3 terms based on the approval of the shareholders' meeting.
Article ມາດຕາ 3
Article 4 Rights and Obligations of Shareholders
1. Rights of shareholders are as follows:
1.1 Participate in decision-making on important issues at the shareholders' meeting, such as:
- Amending the company's articles of association or memorandum of understanding deemed as corporate governance regulations;
- Approving increase or decrease of capital and other important issues in business operations.
1.2 Vote at the shareholders' meeting in person or authorize another person to vote on their behalf;
1.3 Be informed of the agenda, rules, and voting procedures at the shareholders' meeting;
1.4 Ask questions to the board of directors and request an annual external audit;
1.5 Add items to the agenda of the shareholders' meeting;
1.6 Propose reasonable solutions to issues raised at the shareholders' meeting;
1.7 Have the right to receive dividends in accordance with regulations;
1.8 Exercise other rights as stipulated in the Law on Enterprises.
2. Obligations of shareholders are as follows:
2.1 Maintain, protect, and fully exercise rights at the shareholders' meeting;
2.2 Select competent individuals to become members of the board of directors;
2.3 Monitor the performance of the board of directors in managing the company effectively;
2.4 Propose changes to board members deemed lacking in knowledge and ability;
2.5 Approve appropriate salary and allowance policies for board members as proposed;
2.6 Clearly define the roles and duties of the board of directors;
2.7 Respect the performance of duties by those delegated in the board of directors;
2.8 Establish procedures for conducting shareholders' meetings to ensure fairness to all shareholders;
2.9 Comply with the law and other relevant regulations.
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