The mandate of the Board, which it discharges directly or through its seven Board Committees, is to supervise the management of the business and affairs of Canada Life, and includes responsibility for strategic planning, review of operations and the risks associated with Canada Life’s diverse businesses, environmental, social and governance strategy, 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.
The primary mandate of the Audit Committee is to review the financial statements of Canada Life and public disclosure containing financial information, and, at its discretion, environmental, social and governance information and to report on such review to the Board, to be satisfied that adequate procedures are in place for the review of Canada Life’s public disclosure containing 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 Appointed 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. 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
- Robin Bienfait
- Heather E. Conway
- Jake P. Lawrence
The primary mandate of the Conduct Review Committee is to require management to establish satisfactory procedures for the consideration and approval of transactions with related parties, to review and, if deemed appropriate and to approve related party transactions.
- Deborah J. Barrett, Chair
- Michael R. Amend
- Heather E. Conway
- Dhvani D. Shah
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
- Heather E. Conway
- Marcel R. Coutu
- André Desmarais
- Paul Desmarais, Jr.
- Susan J. McArthur
- T. Timothy Ryan
- Brian E. Walsh
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 and any benefit or perquisite plan 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
- Heather E. Conway
- Marcel R. Coutu
- André Desmarais
- Gary A. Doer
- Susan J. McArthur
- R. Jeffrey Orr
- James P. O’Sullivan
- T. Timothy Ryan
- Dhvani D. Shah
- Brian E. Walsh
The primary mandate of the Investment Committee is to oversee Canada Life’s investment strategy and activities, including approving Canada Life’s investment policies and guidelines that contain Canada Life’s investment and lending policies, standards and procedures. It also reviews Canada Life’s compliance with the investment policies and guidelines and monitors Canada Life’s investment activity, including the investment of Canada Life's funds. The mandate also includes reviewing and approving Canada Life’s annual investment plan, monitoring Canada Life’s investment performance and results against the annual investment plan and monitoring emerging risks, market trends and performance, including environmental, social and governance related matters, investment regulatory issues and any other matters relevant to the oversight of Canada Life’s investment function.
- Paula B. Madoff, Chair
- Deborah J. Barrett
- Marcel R. Coutu
- Paul Desmarais, Jr.
- Philippe Desmarais
- Claude Généreux
- Susan J. McArthur
- R. Jeffrey Orr
- James P. O’Sullivan
- Dhvani D. Shah
- Brian E. Walsh
The primary mandate of the Reinsurance Committee is to advise on the Company’s reinsurance transactions. The mandate also includes reviewing and approving management’s recommendations with respect to policies applicable to reinsurance.
- Brian E. Walsh, Chair
- Jake P. Lawrence
- Paula B. Madoff
- Paul A. Mahon
- R. Jeffrey Orr
- Dhvani D. Shah
The primary mandate of the Risk Committee is to review and recommend to the Board the Enterprise Risk Management Policy (“ERM Policy”) and the Risk Appetite Framework (“RAF”) and to approve the Own Risk and Solvency Assessment Report and other policies and controls to identify and manage Canada Life’s principal risks, including environmental, social and governance risk including climate change risk. The Risk Committee also review compliance with, and the effectiveness of, Canada Life’s ERM Policy, RAF and risk management policies and controls, reviews the risk impact of business strategies, capital plans, financial plans and new business initiatives, and recommends to the Board, and monitors compliance with, Canada Life’s Code of Conduct. The mandate also includes the responsibility to recommend to the Board the appointment and/or removal of the Chief Risk Officer and the Chief Compliance Officer, to approve their mandates, to assess their performance and the effectiveness of the risk and compliance oversight functions, and to review and approve the organizational structure and resources of the risk and compliance oversight functions. The Risk Committee is required to meet, at least annually, with the Audit Committee and with Canada Life’s Chief Internal Auditor.
- Jake P. Lawrence, Chair
- Michael R. Amend
- Robin Bienfait
- Heather E. Conway
- André Desmarais
- Gary A. Doer
- Jake P. Lawrence
- T. Timothy Ryan
- Siim A. Vanaselja
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 Circular.
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 provides them with the information necessary to understand the Company’s operations. The orientation is designed to provide an understanding of, among other things, 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.
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 internal and external educational resources including attending conferences and seminars on relevant topics at the Company’s expense.
Strategic planning
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.