Governance and Ethics Committee

Composition

This committee is composed of independent directors and should comprise at least three members, a majority of whom are not:

  1. Officers or employees of the Company;
  2. Persons who are members of both the Governance and Ethics Committee and the Audit Committee;
  3. Directors, officers, other agents and employees of a business combination of which the Company is the controlling shareholder; and
  4. Holders of a significant interest in the Company or an affiliate.

In order to be effective, this committee must include members that have experience in company governance.

Membres

Joanne Vézina, Chair
Michel Tardif
Jacques Martineau

Mandate

The Governance and Ethics Committee oversees the development, adoption and enforcement of rules and directives required for the application of legislative and regulatory provisions. In particular, it establishes and reviews the code of conduct that applies to the Company and ensures it is communicated to all concerned. The Committee is to be informed of any infringement to these rules and ensure that the appropriate measures are taken in such case. The Committee also ensures that the privacy rules and procedures are complete and complied with. Lastly, it is responsible for the implementation of and compliance with the principles of sound business practices and fair treatment of consumers.

With respect to governance, the Committee is tasked with proposing to the Board of Directors corporate governance rules designed to ensure sound management of the Company and to see that these rules are implemented and updated.

Ethics activity report

As part of its annual review of the code of conduct, the Committee made certain modifications aimed, in particular at including references to the Company’s subsidiaries which are subject to the same rules and also made clarifications regarding the principle of fair treatment.

Regarding application of the code of conduct, the Committee received a report from Corporate Legal Affairs and Compliance indicating that they had been fully circulated within the Company and its subsidiaries, and that any material breaches observed during the year had been adequately reported to the Committee. The Committee also reviewed the directors’ declarations of interest and found that no outside director was a related person towards the Corporation or was in a potential conflict of interest situation. Only the President and Chief Executive Officer is a related director within the meaning of the law.

Governance and compliance activity report

The Committee updated the Corporate Governance Rules to include clarifications regarding the three main lines of defense and to add a specific section regarding the observer’s role on the Board of Directors.

Draft reviews and updates for many corporate Policies were submitted to the Committe, namely for the compliance, capital management, procurement, respect in the workplace, protection of personal information, reinsurance management, financial crime risk management, anti-spam, crisis communication and investments policies. Those documents were recommended for adoption to the Board of Directors, as well as a new policy on information and communication technology risk management.

The Committee also reviewed the submitted compliance reports and monitored progress on the 2020 Compliance Action Plan. In connection with compliance reporting, the Committee discussed the various measures put in place to ensure the fair treatment of consumers.

As part of their mandate, Committee members assisted the Board Chair in his reflections regarding succession, desired competency profiles, as well as director continuing education. They also ensured application of and compliance with the policy governing integrity and competency criteria for Board members and managers of Humania Assurance group companies.

Signé par Joanne Vézina Joanne Vézina Chair