Corporate Governance Principles

The Board of Directors and Management of the Company consider corporate governance and sound market practices to be essential components of its operations and integral in achieving the Company’s objective of enhancing value for its shareholders and in ensuring the Company’s long-term viability.

Following the Company’s transformative acquisition of RSA, we have modified our governance and compliance structures to reflect the scope of the Company’s operations and its status as an Internationally Active Insurance Group. Good governance is at the heart of our long-term sustainable growth and our shareholders and stakeholders continue to be central to the Board of Directors’ decision-making process.

We believe that how we do things is just as important as what we achieve. We are a purpose-driven company based on values and a belief that insurance is about people, not things. As such, our Values are the cornerstone of our actions and are essential to achieving our purpose and strategic goals. Our leadership team leads by example and always upholds that acting in line with our Values is how we build a company whose people are its biggest strength, and whose customers are its advocates and the means to achieve our objectives.

As our Values are embedded in all of our actions, they permeate through the principles, structures and processes we adopted to enable our Board of Directors and Senior Management team to carry out their responsibilities effectively while encouraging the implementation, development and maintenance of a sound corporate governance and compliance culture throughout the Company.

This is reflected in our Statement of Corporate Governance Practices, included in our Management Proxy Circular, which provides details on our principles and actions with regards to our Board of Directors structure, responsibilities and oversight, our Diversity, Equity and Inclusion approach and initiatives, our Human Capital Management strategy and oversight and our Shareholder and Stakeholder Engagement objectives and achievements.

In addition, as a TSX-listed issuer, we ensure that our corporate governance practices meet or exceed the requirements of the TSX, the applicable rules of the Canadian Securities Administrators and the Office of the Superintendent of Financial Institutions’ corporate governance guidelines. Furthermore, as a global company, our international subsidiaries strive to meet and exceed best practices in all jurisdictions where we operate, including the UK’s Wates Corporate Governance Principles for large private companies.