Board and committee mandates

The mandate of the Board, which it discharges directly or through one of the seven Board Committees, is to supervise the management of the business and affairs of the Company, and includes responsibility for strategic planning, review of operations and the risks associated with the Company’s diverse businesses, disclosure policies, oversight of financial reporting and other internal controls, corporate governance, Director orientation and education, talent management and succession planning, senior management compensation and oversight, and Director compensation and assessment.

Audit Committee

The primary mandate of the Audit Committee is to review the financial statements of the Company and public disclosure documents containing financial information and to report on such review to the Board, to be satisfied that adequate procedures are in place for the review of the Company’s public disclosure documents that contain financial information and to oversee the work and review the independence of the external auditor. The mandate also includes the responsibility to recommend to the Board the appointment and/or removal of the Chief Actuary, the Chief Financial Officer and the Chief Internal Auditor, to review and approve their mandates, to assess their performance, to review the independence and assess the effectiveness of each of the oversight functions and to review and approve their organizational structures and resources as well as the responsibility to recommend to the Board the appointment and/or removal of the Appointed Actuary. The Audit Committee is also responsible for reviewing, evaluating and approving the internal control procedures that are implemented and maintained by management. The Audit Committee is required to meet, at least annually, with the Risk Committee.

  • Siim A. Vanaselja, Chair
  • Deborah J. Barrett
  • Chaviva M. Hošek
  • Elizabeth C. Lempres
  • James M. Singh
  • Gregory D. Tretiak

Conduct Review Committee

The primary mandate of the Executive Committee is to approve strategic goals and objectives for the Company, to review and approve, and to monitor the implementation of, the Company’s annual business, financial and capital plans, to review the risks associated with the Company’s diverse businesses, to approve disclosure policies, and to supervise the management of the business and affairs of the Company when the Board is not in session.

  • Chaviva M. Hošek, Chair
  • James M. Singh
  • Jerome J. Selitto

Executive Committee

The primary mandate of the Executive Committee is to approve strategic goals and objectives for the Company, to review and approve, and to monitor the implementation of, the Company’s annual business, financial and capital plans, to review the risks associated with the Company’s diverse businesses, to approve disclosure policies, and to supervise the management of the business and affairs of the Company when the Board is not in session.

  • R. Jeffrey Orr, Chair
  • Michael R. Amend
  • Deborah J. Barrett
  • Marcel R. Coutu
  • André Desmarais
  • Oliver Desmarais
  • Paul Desmarais, Jr.
  • Paul Desmarais III
  • Gary A. Doer
  • David G. Fuller
  • Claude Généreux
  • J. David A. Jackson
  • Elizabeth C. Lempres
  • Paula B. Madoff
  • Paul A. Mahon
  • Susan J. McArthur
  • Donald M. Raymond
  • T. Timothy Ryan
  • Jerome J. Selitto
  • James M. Singh
  • Gregory D. Tretiak
  • Siim A. Vanaselja

Governance and Nominating Committee

The primary mandate of the Governance and Nominating Committee is to oversee the Company’s approach to governance matters, to recommend to the Board effective corporate governance policies and processes, to assess the effectiveness of the Board, of Board Committees and of the Directors, and to recommend to the Board candidates for election as Directors and candidates for appointment to Board Committees.

  • R. Jeffrey Orr, Chair
  • Marcel R. Coutu
  • André Desmarais
  • Paul Desmarais, Jr.
  • J. David A. Jackson
  • T. Timothy Ryan
  • Brian E. Walsh

Human Resources Committee

The primary mandate of the Human Resources Committee is to support the Board in its oversight of compensation, talent management and succession planning. This includes the responsibility to approve compensation policies, to review the designs of major compensation programs, to approve compensation arrangements for senior executives of the Company and to recommend to the Board compensation arrangements for the Directors and for the President and Chief Executive Officer. The mandate also includes the responsibility to review succession plans for the President and Chief Executive Officer and other senior executives, to review talent management programs and initiatives and to review the leadership capabilities required to support the advancement of the Company’s strategic objectives. The Human Resources Committee is also responsible for considering the implications of the risks associated with the Company’s compensation policies, plans and practices.

  • Claude Généreux, Chair
  • Marcel R. Coutu
  • André Desmarais
  • Olivier Desmarais
  • Paul Desmarais, Jr.
  • J. David A. Jackson
  • Susan J. McArthur
  • R. Jeffrey Orr
  • T. Timothy Ryan
  • Brian E. Walsh

Investment Committee

The primary mandate of the Investment Committee is to oversee the Company’s investment strategy and activities, including approving the Company’s investment policies and guidelines that contain the Company’s investment and lending policies, standards and procedures. It also reviews the Company’s compliance with the investment policies and guidelines and monitors the Company’s investment activity, including the investment of the Company's funds. The mandate also includes reviewing and approving the Company’s annual investment plan and monitoring the Company’s investment performance and results against the annual investment plan and monitoring emerging risks, market trends and performance, investment regulatory issues and any other matters relevant to the oversight of the Company’s investment function.

  • R. Jeffrey Orr, Chair
  • Michael R. Amend
  • Marcel R. Coutu
  • André Desmarais
  • Oliver Desmarais
  • Paul Desmarais, Jr.
  • Gary A. Doer
  • David G. Fuller
  • Claude Généreux
  • J. David A. Jackson
  • Elizabeth C. Lempres
  • Paula B. Madoff
  • Paul A. Mahon
  • Susan J. McArthur
  • Donald M. Raymond
  • T. Timothy Ryan
  • Jerome J. Selitto
  • James M. Singh
  • Gregory D. Tretiak
  • Siim A. Vanaselja

Risk Committee

The primary mandate of the Risk Committee is to recommend to the Board the appointment and/or removal of the Chief Risk Officer, Chief Compliance Officer and the Chief Anti-Money Laundering Officer, to approve the mandate of the Chief Risk Officer and Chief Compliance Officer, to assess the performance of the Chief Risk Officer and Chief Compliance Officer and the effectiveness of the risk management and compliance oversight functions, to review and approve the organizational structure and resources of the risk management and compliance oversight functions, to review the Enterprise Risk Management Policy (“ERM Policy”), the Risk Appetite Framework (“RAF”) and the Own Risk and Solvency Assessment Report, to review and approve policies and controls to identify and manage the Company’s principal risks, to review compliance with, and the effectiveness of, the Company’s ERM Policy and RAF, risk management policies and controls, and to review the risk impact of business strategies, capital plans, financial plans and new business initiatives. The Risk Committee is required to meet, at least annually, with the Audit Committee and with the Company’s Chief Internal Auditor.

  • Gregory D. Tretiak, Chair
  • Michael R. Amend
  • Deborah J. Barrett
  • Marcel R. Coutu
  • André Desmarais
  • Oliver Desmarais
  • Paul Desmarais, Jr.
  • Gary A. Doer
  • David G. Fuller
  • Claude Généreux
  • J. David A. Jackson
  • Elizabeth C. Lempres
  • Paula B. Madoff
  • Susan J. McArthur
  • R. Jeffrey Orr
  • Donald M. Raymond
  • T. Timothy Ryan
  • Jerome J. Selitto
  • James M. Singh
  • Siim A. Vanaselja
  • Brian E. Walsh

Director affiliations and attendance

All of the Directors of Great-West Life are also directors of London Life and Canada Life and most of the directors are also directors of Great-West Lifeco. Information as to other public company boards on which Great-West Life Directors serve, as well as their current attendance records for all Board and Committee meetings, can be found in Great-West Life’s most recent Management Proxy Circular Opens in a new window.

Chair position descriptions

The Board has approved written position descriptions for the Chair of the Board and for the Chair of each of the Board Committees.

In general terms, the Chair of the Board and the Chairs of the Board Committees are responsible for:

  • Ensuring that the Board or Committee is able to fulfill its duties and responsibilities in an effective manner
  • Planning and organizing the activities of the Board or of the Committee
  • Ensuring that delegated Committee functions are carried out and reported as necessary Facilitating effective interaction with management
  • Engaging outside advisors where necessary

Orientation and continuing education

The Governance and Nominating Committee is responsible for Director orientation and education. The orientation and continuing education program is designed to assist the Directors in fully understanding the nature and operation of the Company’s business, the role of the Board and Board Committees, and the contributions that individual Directors are expected to make.

All newly elected Directors are provided with a comprehensive orientation as to the nature and operation of the business and affairs of the Company and as to the role of the Board and Board Committees. New Directors are provided with information on a number of topics, including:

  • the structure of the Board and Board Committees, including Charters and position descriptions;
  • the legal framework of the organization, including By-Laws and Articles of Incorporation;
  • information on the management organization structure;
  • current strategic, financial and capital plans;
  • the responsibilities of the oversight functions (Actuarial, Compliance, Finance, Internal Audit and Risk);
  • Board-approved policies, including the Code of Business Conduct; and
  • public disclosure documents including the Annual Report and Management Proxy Circular.

In order to orient new Directors as to the nature and operation of the Company’s business, new Directors participate in a comprehensive orientation program that is designed to provide a general overview of the financial products and services distributed by the Company, as well as the financial and regulatory issues affecting its operations. New Directors are also given the opportunity to meet with the Chair of the Board, the Chairs of Board Committees, the Chief Executive Officer and each of the Chief Operating Officers and members of the Company’s executive management team.

The Company’s continuing education program is designed to ensure that Directors have opportunities to update their knowledge of regulatory developments, business initiatives, risk and risk management, new products and any matters affecting the Company’s operations. To enhance the effectiveness of the Board, Directors participate in ongoing continuing education, which includes:

  • regulatory development updates on governance matters and emerging governance trends globally; and
  • presentations on, among other matters, the Company’s Risk Appetite Framework and risk management, key business segments, International Financial Reporting Standards, capital management, technology initiatives and cyber security, capital and regulatory changes, and reinsurance.

For prompt dissemination of information to Directors, the Company’s maintains a secure electronic delivery system that includes a comprehensive Resource Centre. The Resource Centre contains corporate governance documents including By-Laws, Articles of Incorporation, Board and Board Committee meeting minutes, Board and Board Committee Charters and position descriptions, an overview of principal business units, Board approved policies and publications of interest.

A sub-set of the Board attends education sessions in the United Kingdom and Ireland.

In addition, Directors are provided with materials and presentations, and encouraged to attended conferences and seminars, on topics related to the business of the Company.

Strategic planning

The Board sets the overall strategic direction, oversees progress against strategy and reviews and approves strategic plans developed by management. One component of that strategic development process is an annual two-day meeting of the Board with management to review matters across the Company.

The Board regularly discusses key strategic issues, opportunities and challenges, reviews execution against the Company’s strategic agenda and provides guidance on priorities. The Company’s Enterprise Risk Management Policy and Risk Appetite Framework is integrated into its strategic plans and guides the development of strategy at the annual strategy session. The Board’s feedback and input are incorporated into the Company’s long-term strategic plan, an updated version of which is reviewed and approved by the Board annually.