§ 1202. Number of directors; independent directors and committees of
the board of directors; duty of directors. (a) (1) Subject to item (v)
of subparagraph (B) of paragraph five of subsection (a) of section one
thousand two hundred one of this article, and subject to any provision
of the corporate charter of a domestic insurance company, the number of
directors shall be fixed by the by-laws, or if not so fixed, by action
of the directors.

(2) If not otherwise fixed under this article, the number shall be
seven but it may be increased or decreased by amendment of the by-laws,
or by action of the board, subject to the following limitations: (i) if
the board is authorized by the by-laws to increase or decrease the
number of directors, the amendment shall require the vote of a majority
of the entire board; (ii) no decrease shall shorten the term of any
incumbent director; and (iii) no decrease shall reduce the number of
directors to fewer than seven.

(3) The charters of all domestic insurance companies approved before
January first, nineteen hundred forty which fail to comply with item (v)
of subparagraph (B) of paragraph five of subsection (a) of section one
thousand two hundred one of this article but which were validated by
section forty-eight-a of the former insurance law in effect prior to
this chapter remain so validated and shall not be affected by such item
or paragraph one or two of this subsection in respect of the minimum
number of directors.

(b) (1) Subject to item (v) of subparagraph (B) of paragraph five of
subsection (a) of section one thousand two hundred one of this article,
not less than one-third of the directors of a domestic stock life
insurance company and not less than one-third of the members of each
committee of the board of directors of any domestic life insurance
company shall be persons who are not officers or employees of such
company or of any entity controlling, controlled by, or under common
control with such company and who are not beneficial owners of a
controlling interest in the voting stock of such company or any such
entity. At least one such person shall be included in any quorum for the
transaction of business at any meeting of the board of directors or any
committee thereof.

(2) The board of directors of a domestic life insurance company shall
establish one or more committees comprised solely of directors who are
not officers or employees of the company or of any entity controlling,
controlled by, or under common control with the company and who are not
beneficial owners of a controlling interest in the voting stock of the
company or any such entity. Such committee or committees shall have
responsibility for recommending the selection of independent certified
public accountants, reviewing the company's financial condition, the
scope and results of the independent audit and any internal audit,
nominating candidates for director for election by shareholders or
policyholders, evaluating the performance of officers deemed by such
committee or committees to be principal officers of the company, and
recommending to the board of directors the selection and compensation of
such principal officers and in the case of a domestic stock life
insurance company, recommending to its board of directors any plan to
issue options to its officers and employees for the purchase of shares
of stock, pursuant to section one thousand two hundred seven of this
article.

(3) The provisions of this subsection shall not apply to a domestic
life insurance company if the holding company or parent corporation is a
foreign or domestic insurance company, a mutual insurance holding
company established pursuant to the laws of the United States, or a
publicly held corporation incorporated in the United States, having a
board of directors and committees thereof that meet the same
requirements as have been established for a domestic stock life
insurance company pursuant to paragraphs one and two of this subsection.
In such a case, the directors of the holding company or parent
corporation shall be subject to this chapter in the same manner as the
directors of a domestic stock life insurance company.

(c) A director of a domestic life insurance company shall perform his
duties as a director, including his duties as a member of any committee
of the board upon which he may serve, in accordance with the provisions
of section seven hundred seventeen of the business corporation law and
the provisions of this chapter.