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 main functions of this Committee are:
- oversee the integrity of the Company’s financial information and its timely disclosure;
- review the works and programs of the Company’s Internal Audit Services and oversee the quality and integrity of the internal controls and procedures;
- establish procedures for the receipt and treatment of complaints received by the Company regarding internal accounting controls or auditing matters and fraud cases;
- oversee the risk management policy and procedures;
- ensure relationship with External Auditor and, in this regard, review the External Audit proposed programs and recommend the remuneration of the External Auditor to the Board of Directors.
This Committee is composed of independent Directors only and the Board of Directors has determined that each member of the Committee is ‘‘financially literate’’ as such terms are used in the CSA rules.
This Committee meets in private with the Internal Auditor, the External Auditor, the Chief Risk Officer and Appointed Actuary of P&C companies, the Compliance Officer and Management. The members of the Committee also meet in private at each meeting, without the presence of Management.
This Committee also reviewed and approved all audit and permitted non-audit services performed by the External Auditor, as well as related fees. See page 14 of the
Management Proxy Circular for fees paid to External Auditor in 2009 and page 16 for the report on the activities of this Committee in 2009.
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Conduct Review and Corporate Governance CommitteeThis Committee has three (3) main functions:
- it is responsible for developing and maintaining principles and programs consistent with the highest standards of corporate governance, compliance and market conduct;
- as previously noted, this Committee is the Nominating Committee of the Company;
- the Committee is also responsible for designing and implementing the Board and individual Directors’ assessment programs.
A report of the activities of this Committee for 2009 is available on page 18 of the
Management Proxy Circular.
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Human Resources CommitteeThe role of this Committee is to assist management in defining total management policy that supports the Company’s overall strategy and objectives, attracts and retains talent and key executives and links total compensation to performance and attaining objectives.
The main functions of this Committee are:
- review and assess the CEO at least once a year and recommend the CEO’s compensation to the Boardfor approval;
- review the assessment of the senior executives of the Company and approve their compensation;
- review the policies and programs related to succession planning and talent development;
- review the Directors’ compensation with the same philosophy as that used for senior executives, namely to attract and retain key Board members with a view to enhancing the Company’s ability to determine its plans and strategies for attainment of the Company’s objectives, and links their compensation, in part, to the same interest as the shareholders.
See page 20 of the
Management Proxy Circular for the Report on the activities of this Committee for 2009.
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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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