Board and committee mandates
The mandate of the Board, which it discharges directly or through its 6 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.
Director affiliations and attendance
Most of the Directors of Canada Life are also directors Great-West Lifeco. Information as to other public company boards on which Canada Life Directors serve, as well as their current attendance records for all Board and Committee meetings, can be found in Canada Life’s most recent Management Proxy CircularOpens in a new window - 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 orienting and educating new Directors. The orientation program is designed to assist the Directors in understanding the Company’s businesses, the role of the Board and Board Committees, and the contributions that individual Directors are expected to make.
Upon joining the Board, all newly elected Directors are provided with a comprehensive orientation that (i) provides them with the information necessary to understand the financial industry and board operations, (ii) provides the Company’s historical background, its current issues and opportunities, and (iii) facilitates a smooth transition for new directors into their roles as Directors. The orientation is designed to provide an understanding of the Company’s structure, culture, and strategy, the nature and operation of its businesses and the role of the Board and Board Committees. New Directors are provided with orientation material that includes:
- 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;
- 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 Conduct and the Insider Trading Policy;
- public disclosure documents including the Annual Report and Management Proxy Circular; and
- agendas and minutes for Board and Board Committees for preceding years.
New Directors meet with the heads of each principal business group and corporate function to learn about the Company’s businesses globally. They are also given the opportunity to meet other members of management, the Chair of the Board and the Chairs of Board Committees.
The Governance and Nominating Committee is also responsible for the continuing education and development of Directors. Continuing Director development is designed to provide opportunities for Directors to update their knowledge of regulatory developments, business initiatives, risk and risk management, new products and important matters affecting the Company’s operations.
Directors identify their specific continuing education needs in discussion with management, the Board and Board Committees. Committee meeting minutes are also available for directors who are not on the Board Committee. In addition, Board dinner sessions are scheduled along with regularly scheduled Board meetings to serve as additional opportunities for Board business discussions, and further the Company’s governance objectives by strengthening the collegial working relationship among directors and senior management. Directors receive presentations on the Company’s operations throughout the year and continuing education sessions on matters including:
- regulatory developments, governance matters and emerging governance trends; and
- the Company’s Risk Appetite Framework and risk management, key business segments, International Financial Reporting Standards (including IFRS 17 – Insurance Contracts), capital management, technology initiatives and cyber security, capital and regulatory changes (including Life Insurance Capital Adequacy Test), and reinsurance.
For prompt dissemination of information to Directors, the Company maintains a secure electronic Board portal that includes a comprehensive library of all Director orientation material and continuing development material, including corporate governance documents, Board and Board Committee meeting minutes, Board and Board Committee Charters and position descriptions, overviews of principal business units and Board-approved policies.
In addition, Directors are provided with reading recommendations, and are encouraged to leverage external educational resources including attending conferences and seminars on relevant topics at the Company’s expense. A sub-set of the Board attends education sessions in the United Kingdom and Ireland.
The Board approves and oversees the Company’s short-term and long-term business plan and strategy, and its significant strategic initiatives. The Board works with management to review the Company’s strategy, including strategic plans at an annual two-day strategy session.
The Board regularly discusses key strategic issues, opportunities and challenges, reviews execution against the strategy and provides guidance on priorities. The Company’s Enterprise Risk Management Policy and Risk Appetite Framework are integrated into its strategic plans and guide the development of strategy at the annual strategy session. The Board’s feedback and input are incorporated into the Company’s strategic plan, an updated version of which is reviewed and approved by the Board annually.