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.
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 Company’s external auditor.
The Committee is responsible for reviewing the certification process and the certifications by the Chief Executive Officer and the Chief Financial Officer of the financial statements of the Company, as required by applicable legislation.
See pages 21 and 22 of the Management Proxy Circular for the report on the activities of this Committee in 2012.
To consult the full Audit and Risk Review Committee mandate, please click here.
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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 of Directors 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 of Directors members and is responsible for assessing the Board of Directors, its members and its committees on an ongoing basis.
The Committee reviews the practices and approach in relation to Directors’ compensation and makes its recommendation to the Board of Directors in this regard. It assists the Company in defining director compensation that attracts and retains key members, with a view towards enhancing the company’s strategic planning process and attaining its corporate objectives.
A report of the activities of this Committee for 2012 is available on page 25 of the Management Proxy Circular.
To consult the full Conduct Review and Corporate Governance Committee mandate, please click here.
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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 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, to the attainment of strategic objectives and to the achievement of value-driven goals, 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 organizational culture 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 salary budget 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 corporate and personal objectives.
The Committee is also responsible for reviewing the Company’s Pension and Incentive Plans (“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 included in the Management Proxy Circular that is filed with regulators and communicated to the Company’s shareholders.
See pages 27 and 28 of the Management Proxy Circular for the Report on the activities of this Committee for 2012.
To consult the full Human Resources Committee mandate, please click here.
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The role of the Investment Committee is to advise the Company on the investment strategies that are appropriate in the context of the Company and its P&C insurance subsidiaries’ activities. The main function of the Investment Committee is to recommend to the Board of Directors the adoption of an investment policy aimed at supporting the Company, its P&C subsidiaries and its pension funds in meeting their financial obligations, while achieving added value over time and minimizing the potential for large losses.
To consult the full Investment Committee mandate, please click here.
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The Board of Directors has also established 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 of Directors or strategic review.
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