Section 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 must 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 life
  insurance company  subsidiary  if  the  parent  company  is  a  domestic
  insurance  company  having  a  board of directors and committees thereof
  that meet the requirements of paragraphs one and two of this subsection.

    (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.