The independence of our Board of Directors is fundamental to its stewardship role and to its effectiveness. The role of the Board is to act in the best interests of Manulife and our stakeholders as it supervises all aspects of the management of the business.
The first principle of Board effectiveness is its independence from senior management. All but one of Manulife’s Board members is independent of management. Mr. Guloien, a member of the Board, is also the Company’s President and Chief Executive Officer.
All other Directors, including all Directors who are members of Board Committees, meet the independence standards set out in Section 2 of the New York Stock Exchange Rules , Section 301 of Sarbanes-Oxley Act of 2002 and Section 1.2 of the corporate governance standards and disclosure requirements in Canadian Securities Administrators' National Policy 58-101 and also section 2.1 of National Instrument 58-201. Additionally, the roles of Chair and CEO at Manulife are separate. The Chair of the Board, Gail Cook-Bennett is a non-employee Director who has never been an employee of our Company.
To further facilitate the Board’s independent oversight, following each Board meeting the Board holds an “in camera” session, which means that no members of management are present. Board Committees also hold in camera sessions. The Board and its Committees may retain outside advisors at the Company’s expense, as required. Individual Directors may also retain outside advisors, at the Company’s expense, to provide advice on any matter before the Board or a Board Committee with the approval of the Corporate Governance and Nominating Committee.