CLHIA Consumer Code of Ethics
Assumption Life is a member company of the Canadian Life and Health Insurance Association Inc. (CLHIA). As a condition of CLHIA membership, all companies are required to comply with the Consumer Code of Ethics applicable to member companies.
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Role of Board of Directors
The role of the Board of Directors is to oversee management of the Company's affairs. Its responsibilities include defining the Company's strategic direction and ensuring that the management team is competent, focused and capable of managing the Company successfully. The Board of Directors is also responsible for ensuring that the Company's activities are carried out in compliance with applicable laws and that the necessary systems are in place for identifying and managing the main risks associated with its activities.
Composition of Board of Directors
The Board of Directors is currently made up of ten members. Only the president and CEO is also a member of the Company's management team. The Board is chaired by one of the other nine independent members. The maximum duration of a chair's term is three consecutive years.
The Board of Directors follows a formal process for selecting new members. Board members are chosen based on their integrity, sense of responsibility, knowledge about financial matters and professional expertise in areas relating to the Company's activities.
Ethics
The Board of Directors has in place and reviews periodically a Code of Ethics applicable to its members as well as to all Company managers and employees. The Code of Ethics contains guidelines governing:
The Code of Ethics states that all Board members, managers and employees of the Company must avoid any situation in which their personal interests compromise, or could potentially compromise, in any manner whatsoever, the Company's interests as well as any situation that might be perceived as creating a conflict of interest. The directors are also subject to a conflict of interest policy. In addition, any Board member having a direct or indirect interest in any contract with the Company must declare this interest and may neither attend nor participate in the vote on a motion to approve the associated contract.
Board members, managers and employees are required to complete a conflict of interest questionnaire on an annual basis, in which they must disclose any existing conflicts and confirm that they have not used or disclosed confidential information concerning the Company without its authorization.
Committees
The Board of Directors has five standing committees: the Governance Committee, Audit Committee, Review Committee, Human Resources Committee and Investment Committee. Each committee functions in accordance with a written mandate reviewed on an annual basis and is subject to an annual evaluation in regard to this mandate.
The Governance Committee is made up of the chair of the Board, the vice-chair, the president and CEO and the chair of each standing committee. Its mandate is to oversee the establishment, development and optimal operation of the Board of Directors and its committees and to ensure that the Company's mission and strategic directions serve the best interests of the Company and its clients and insureds. It represents the Board of Directors when it is impractical for the Board to meet.
The Audit Committee is made up of four independent Board members with knowledge about financial matters. Its mandate is to assist the Board of Directors in fulfilling its responsibilities with respect to financial audits and monitoring. It is also responsible for reviewing all transactions between the Company and related parties with a view to gauging their impact on the Company's solvency and stability and ensuring compliance with applicable laws.
The Review Committee is made up of independent directors. Its mandate is to look at transactions between the Company and related parties to assess the impact on the Company’s solvency and stability and ensure applicable laws are respected.
The Human Resources Committee defines the human resources management philosophy and ensures that appropriate policies and practices are in place in this regard and monitors their implementation. It recommends compensation policies to the Board and carries out the performance evaluation of the president and CEO.
The Investment Committee oversees the development and monitoring of the Company's investment policies.
Training
Orientation is provided to new Board members in the form of a Guide for New Board Members including information on the Company, its organizational structure, its internal operations, its strategic directions and the regulatory framework as well as on the obligations of Board members. New Board members are also encouraged to discuss various matters with senior managers to increase their knowledge about the Company's activities and the regulatory context during an orientation day. In addition, Board members are provided ongoing training during their terms concerning the Company's primary activities and recent trends in the financial services industry.
Evaluation
The Board of Directors has processes in place for annual evaluations of the Board, its committees and all committee chairs. These evaluations take the form of self-evaluation questionnaires. The Board and its committees are evaluated in terms of their mandates. Evaluation results are submitted to the Board, which proposes improvements and develops action plans. Directors are evaluated by other directors using a peer-evaluation questionnaire. A formal process also exists for the performance evaluation of the president and CEO, who is evaluated annually in terms of the annual objectives and personal skills described in the skills profile.
Compensation
Board members (other than the chair of the Board and the CEO) receive fees of $12,500 per year; the chair of the Board receives fees of $25,000; committee chairs receive fees of $2,500 per year; and the chair of the Audit Committee receives an additional fee of $1,500 per year.
Board members also receive attendance fees of $400 for the Investment Committee and of $650 for the other committee or Board meetings that they attend.
