Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
 Chairperson
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 Member
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* Denotes independent director
Audit and Risk Review Committee The Audit and Risk Review Committee is responsible for reviewing and evaluating the integrity of the financial statements of the Company and overseeing the accounting and financial reporting processes. The Committee ensures the effectiveness and the accuracy of appropriate internal controls and risk management programs.
The Committee also ensures that financial reporting and disclosures are in compliance with legal and regulatory requirements, and reviews and assesses the qualifications, independence and performance of the External Auditor.
The Committee is responsible for reviewing the certification process and the certifications by the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of the financial statements of the Company, as required by applicable legislation
The Committee is composed of at least three Directors of the Board, each of whom must be independent, and is currently composed of four Directors, all of whom are independent Directors, and none of whom is a member of Management or an employee of the Company or its P&C insurance subsidiaries. Each Committee member is “financially literate” within the meaning of the rules of the Canadian Securities Administrators (“CSA”) relating to audit committees.
See page 21 of the
Management Proxy Circular for the report on the activities of this Committee in 2010.
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Conduct Review and Corporate Governance Committee
The Conduct Review and Corporate Governance Committee is responsible for ensuring a high standard of ethics, compliance and governance in the Company.
In this regard, the Committee is responsible for overseeing compliance and governance programs of the Company including reviewing and approving related party transactions, the governance framework of the Company’s pension plans, the compliance and market conduct programs and policies of the Company, as well as the implementation and review of corporate governance initiatives. In performing its oversight function over ethics, compliance and governance, the Committee ensures that the Company and its subsidiaries meet their legal requirements and apply best practices, as they may evolve from time to time.
As part of its mandate, the Committee reviews the Company’s policy on appointment of Board and Committee members and identifies and recommends candidates for nomination to the Board of Directors. The Committee is also responsible for the implementation and review of the nomination process as well as the implementation and review of orientation and education programs for Board members, and maintains a process for assessing the performance of the Board of Directors, its Committees, Board and Committee Chairs and individual Directors.
The Committee is also now responsible, as of January 1, 2010, for reviewing Directors remuneration and makes recommendations to the Board of Directors in this regard.
The Committee is composed of a minimum of three Directors, and currently composed of six Directors, all of whom are independent Directors, and none of whom is a member of Management or an employee of the Company or its P&C insurance subsidiaries.
A report of the activities of this Committee for 2010 is available on page 24 of the
Management Proxy Circular.
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Human Resources Committee
The Human Resources Committee oversees the management of the Company in relation to human resources matters, including compensation of employees, management and executives, assessment of the President and Chief Executive Officer (“President & CEO”) and senior executives and succession plans.
In this regard, the role of the Committee is to assist Management in defining a comprehensive management policy that supports the Company’s overall strategy and objectives, attracts and retains talent and key executives, links total compensation to financial performance and to the attainment of strategic objectives and provides total competitive opportunities at a reasonable cost while enhancing the ability of the Company to fulfill its objectives. This includes policies and programs to foster a positive culture within the organization and to ensure high performance of all employees.
Regarding compensation, the Committee reviews, at least annually, the overall market positioning of employees and approves the budget merit increase envelope for the year. It also reviews, at least annually, the total remuneration of Management in relation to pre-established objectives of the Company, as well as the individual compensation of the Senior Executives of the Company, which it approves in relation to pre-established objectives of the Company and personal objectives of the Senior Executives for the year.
The Committee is also responsible for reviewing the Company’s Pension and Incentive Plans and recommends them to the Board of Directors for approval. The Committee approves amendments to such Plans or recommends such changes to the Board of Directors if the design of such Plans is fundamentally changed or if they are replaced by new Plans. The Committee is also responsible for approving the financial statements of the Company’s pension funds and recommends to the Board of Directors the approval of the actuarial valuations.
The Committee reviews and assesses Management’s proposals for major reorganizations of the Company that affect the management structure and its composition, and makes recommendations to Management and to the Board of Directors in this regard. It also reviews and recommends to the Board of Directors the annual statement on executive compensation that is filed with regulators and communicated to the Company’s shareholders.
The Committee meets the best practice requirements for independence. It is composed of five Directors, all of them being independent Directors, and none of whom is an officer or employee of the Company. None of the Committee members are eligible to participate in the Company’s executive compensation programs.
See page 27 of the
Management Proxy Circular for the Report on the activities of this Committee for 2010.
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Investment CommitteeThe role of this Committee is to advise the Company on the investment strategies that are appropriate in the context of the P&C insurance subsidiaries’ activities. The main functions of this Committee are:
- recommend to the Board of Directors the adoption of an investment policy that is likely to support theP&C subsidiaries in meeting their financial obligations, in addition to maximizing the return on such investments while preserving value for the long-term;
- approve strategies that are in line with the investment policy approved and reviewed by the Board from time to time;
- approve investment tools in view of supporting the furtherance of the investment policy and strategies of the Company;
- review investment results of the Company and take appropriate measures to re-align strategies and select or re-select advisors and portfolio managers;
- review and follow specific investments as required; and
- review compliance reports in relation to the activities of the portfolio manager, Intact Investment Management, Inc., a wholly owned subsidiary of the Company.
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Other Committees The Board has also appointed other committees for specific purposes and proper risk management of the Company: the Pension Committee, the Enterprise Risk Management Committee and the Disclosure Committee. Finally, the Board may elect from time to time ad hoc committees for the review of specific subjects such as review of the functions of the Board or strategic review.
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