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| | Position Descriptions
Position Description of the Chair of the Board
The Board has the ultimate authority and responsibility for the Company, and the Chair provides general direction to the Board. The Chair’s principal responsibilities include:
| 1. | Managing the affairs of the Board and monitoring its effectiveness, building and managing the composition and structure of the Board, ensuring constant and continuous renewal of the Board, setting standards of performance and job descriptions for Board and Committee members, managing the Board and its meetings, guiding its deliberations so that appropriate strategic and policy decisions are made, and ensuring that proper oversight is exercised; |
2. |
In consultation with the CEO:
(a) |  |
Setting the Board agendas and ensuring that the Company's strategic direction, including the Company's vision/mission/values, is defined and communicated to the Board for its approval and that all matters of strategic importance are being regularly dealt with at the Board level during the course of the year; |
(b) | |
Considering and suggesting to the Corporate Governance and Nominating Committee (“Governance Committee”) candidates for Board membership and participating with the Governance Committee in the selection of candidates to be submitted to the Board for approval; |
(c) | |
Recommending Committee composition to the Board; |
(d) | |
Recommending Board compensation after consultation with the Governance Committee; and |
(e) | |
Maintaining a Director orientation and continuing education program; |
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3. |
Participating with the Governance Committee in establishing the performance goals and assessments of the CEO in meeting agreed upon targets; |
4. |
Ensuring that the Company’s policy with respect to regulatory compliance and its policy on ethical and moral standards is communicated to all stakeholders; and |
5. |
Where appropriate, represent the Company to its major stakeholders, including shareholders, policyholders, the financial community, governmental authorities and the public. |
Position Description of the Chairs of Board Committees
Position Description of the Chair of the Audit and Risk Management Committee
As delegated by the Board, the Audit and Risk Management Committee (the “Audit Committee”) has responsibility for review of the financial affairs of the Company, and the Audit Committee Chair provides general direction to the Audit Committee. The Chair’s principal responsibilities include:
| 1. | Chairing the affairs of the Audit Committee and monitoring its effectiveness, building and managing the composition and structure of the Audit Committee, managing the Audit Committee and its meetings, guiding its deliberations so that the Audit Committee meets the requirements of its Charter, and ensuring that proper oversight is exercised; |
2. |
Setting the Audit Committee agendas and ensuring that the Company's financial affairs are reviewed by the Audit Committee as necessary and that those financial affairs are reported to the Board as necessary; |
3. |
Considering and suggesting to the Corporate Governance and Nominating Committee (“Nominating Committee”) candidates for Audit Committee membership and participating with the Nominating Committee in the selection of candidates to be submitted to the Board for approval; |
4. |
Participating with the Board in establishing the performance goals and assessments of the Audit Committee in meeting agreed upon targets; |
5. |
Ensuring that the Audit Committee meets the requirements of its written Charter and the performance criteria set out by the Board; and |
6. |
Reporting to the Board after each meeting of the Audit Committee on the matters considered by the Audit Committee and any recommendations to the Board thereon. |
Position Description of the Chair of the Management Resources and Compensation Committee
As delegated by the Board, the Management Resources and Compensation Committee (the “Compensation Committee”) has responsibility for setting and reviewing the compensation programs at the Company, and the Chair provides general direction to the Compensation Committee. The Chair’s principal responsibilities include:
| 1. | Chairing the affairs of the Compensation Committee and monitoring its effectiveness, building and managing the composition and structure of the Compensation Committee, managing the Compensation Committee and its meetings, guiding its deliberations so that the Compensation Committee meets the requirements of its Charter, and ensuring that proper oversight is exercised; |
2. |
Setting the Compensation Committee agendas and ensuring that the Company's compensation programs, with a focus on the compensation of senior executives, are defined and communicated to the Board for its approval; |
3. |
Considering and suggesting to the Corporate Governance and Nominating Committee (“Nominating Committee”) candidates for Compensation Committee membership and participating with the Nominating Committee in the selection of candidates to be submitted to the Board for approval; |
4. |
Participating with the Board in establishing the performance goals and assessments of the Compensation Committee in meeting agreed upon targets; |
5. |
Ensuring that the Compensation Committee meets the requirements of its written Charter and the performance criteria set out by the Board; and |
6. |
Reporting to the Board after each meeting of the Compensation Committee on the matters considered by the Compensation Committee and any recommendations to the Board thereon. |
Position Description of the Chair of the Corporate Governance and Nominating Committee
As delegated by the Board, the Corporate Governance and Nominating Committee (the “Nominating Committee”) has responsibility for identifying Board candidates for the Company and articulating the Company’s corporate governance standards, and the Chair provides general direction to the Nominating Committee. The Chair’s principal responsibilities include:
| 1. | Chairing the affairs of the Nominating Committee and monitoring its effectiveness, building and managing the composition and structure of the Nominating Committee, managing the Nominating Committee and its meetings, guiding its deliberations so that the Nominating Committee meets the requirements of its Charter, and ensuring that proper oversight is exercised; |
2. |
Setting the Nominating Committee agendas and ensuring that the Company's corporate governance policies and new director selection criteria are defined and communicated to the Board for its approval; |
3. |
Considering and suggesting candidates for Nominating Committee membership and submitting those candidates to the Board for approval; |
4. |
Participating with the Board in establishing the performance goals and assessments of the Nominating Committee in meeting agreed upon targets; |
5. |
Ensuring that the Nominating Committee meets the requirements of its written Charter and the performance criteria set out by the Board; and |
6. |
Reporting to the Board after each meeting of the Nominating Committee on the matters considered by the Nominating Committee and any recommendations to the Board thereon. |
Position Description of the Chair of the Conduct Review and Ethics Committee
As delegated by the Board, the Conduct Review and Ethics Committee (the “Ethics Committee”) has responsibility for establishing and monitoring standards for ethical behavior at the Company, and the Chair provides general direction to the Ethics Committee. The Chair’s principal responsibilities include:
| 1. | Chairing the affairs of the Ethics Committee and monitoring its effectiveness, building and managing the composition and structure of the Ethics Committee, guiding its deliberations so that the Ethics Committee meets the requirements of its Charter, and ensuring that proper oversight is exercised; |
2. |
Setting the Ethics Committee agendas and ensuring that standards for ethical conduct by all those related to the Company are defined and communicated to the Board for its approval; |
3. |
Considering and suggesting to the Corporate Governance and Nominating Committee (“Nominating Committee”) candidates for Ethics Committee membership and participating with the Nominating Committee in the selection of candidates to be submitted to the Board for approval; |
4. |
Participating with the Board in establishing the performance goals and assessments of the Ethics Committee in meeting agreed upon targets; |
5. |
Ensuring that the Ethics Committee meets the requirements of its written Charter and the performance criteria set out by the Board; and |
6. |
Reporting to the Board after each meeting of the Ethics Committee on the matters considered by the Ethics Committee and any recommendations to the Board thereon. |
Position Description of the CEO
Reporting to the full Board, and as one of its members, the CEO has responsibility for management of the strategic and operational agenda of the Company and is responsible for the execution of the Board's directives and policies. Principal responsibilities include:
| 1. | Developing and monitoring, along with the Board, the Company's strategic direction, and directing the business operations of the Company; |
2. |
Ensuring that the Company's policies with respect to ethical and moral standards are met, that the Company meets its corporate and social responsibilities and is in full compliance with applicable laws and regulations; |
3. |
Collaborating with the Chair in the setting of Board agendas, and ensuring that the Board is kept appropriately informed of the overall business operations and major issues facing the Company; |
4. |
Developing and executing the strategy and policies of the Company and communicating these to the Company's stakeholders; |
5. |
Putting in place the Company's organizational structure, business plans and budgets to meet goals and objectives, as determined with the Board |
6. |
Running the day-to-day operations of the Company, including annual planning processes, capital management, financial management, new market entry, acquisitions and divestitures; |
7. |
Overseeing the hiring, compensation, performance assessment, leadership development and succession planning of human resources; |
8. |
Ensuring the efficient utilization of the Company's available resources to meet the Company's strategic objectives, including short-term and long-term growth and profitability objectives; |
9. |
Representing the Company to its major stakeholders, including shareholders and policyholders, the financial community, governmental authorities and the public; and |
10. |
Developing an awareness of global trends in business and financial services specifically with a view to becoming an industry leader on strategic issues and providing leadership in managing change and ensuring that the culture of the Company enables it to respond to new developments. |
Accountabilities of Individual Directors
The accountabilities set out below are meant to serve as a framework to guide individual Directors in their participation on the Board, with a view to enabling the Board to meet its duties and responsibilities. Principal accountabilities include:
| 1. | Assuming a stewardship role, as mandated by the Insurance Companies Act, and overseeing the management of the business and affairs of the Company; |
2. |
Maintaining a clear understanding of the Company, including its strategic and financial plans and objectives, emerging trends and issues, significant strategic initiatives and capital allocations and expenditures, risks and management of those risks, internal systems, processes and controls, compliance with applicable laws and regulations, governance, audit and accounting principles and practices; |
3. |
Preparing for each Board and Committee meeting by reviewing materials provided and requesting, where appropriate, information that will allow the Director to properly participate in the Board’s deliberations, make informed business judgments, and exercise oversight; |
4. |
Absent a compelling reason, attending every Board and Committee meeting, and actively participating in deliberations and decisions. When attendance is not possible a Director should become familiar with the matters covered at the meeting; |
5. |
Voting on all decisions of the Board or its Committees, except when prevented by a conflict of interest; |
6. |
Preventing personal interests from conflicting with, or appearing to conflict with, the interests of the Company and disclosing details of such conflicting interests should they arise; |
7. |
Acting in the highest ethical manner and with integrity in all professional dealings; and |
8. |
Maintaining an appropriate level of equity in the Company to ensure proper alignment with the Company’s long-term interests. |
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