2019 Corporate Governance Compliance Report

The following is a report on compliance with our guidelines.

Board of Directors
All directors, except for the President & CEO, retained their independence from the Corporation.

Mr. Dan Thornton was elected as Chair of the Board by the directors following the Annual General Meeting in May.

Role of the Board
The Board satisfied itself that the Corporation is managed in a manner that permits it to effectively and efficiently fulfill its mission, values and vision.

Position Descriptions
There are approved position descriptions for the Chair of the Board, Chairs of the committees, Directors and the President & CEO.

Director Orientation & Continuing Education
The new director, Mr. Alain Brunet, received a director orientation session with management which covered the strategic direction of the Corporation and an overview of each operational area.

Throughout the year, the Board participated in presentations by Assuris staff, professionals in the life insurance industry, and guest speakers.

Assuris held a Directors’ Conference as part of continuing education for the Board. The conference was focused on resolution readiness and regulatory reform.

All information received from Members and Regulators and the analysis of that information is considered restricted and was kept confidential by the Corporation.

Directors confirmed that they read the confidentiality guidelines, understood their duties of confidentiality to Assuris and signed the confidentiality agreement.

All directors maintained their independence from Members.

Conflicts of Interest – Personal Gain
Directors confirmed that they did not use their position at Assuris or information obtained from Assuris for personal gain.

The Compliance Officer reported to the Corporate Governance Committee that there were no transactions with related parties.

The Compliance Officer reported that there were no conflicts of interest with respect to a transaction or with any other matter being considered by the Board.

Compensation of Directors
A three-year review of director compensation has been initiated and is scheduled for completion in 2020.

Nomination of Directors
Mr. Richard Bell retired from the Board in May.

Mr. Alain Brunet was elected to the Board by the Members at the Annual General Meeting in May.

Committees of the Board
The Board approved the membership of the committees.

Each committee of the Board reviewed its written mandate.

Audit Committee
Each Audit Committee member is financially literate. The education and experience of each Audit Committee member that is relevant to the performance of their responsibilities as a member is available on the Assuris Website.

In 2019, total fees paid by the Corporation to the external auditors for Audit services were $75,000. There were no fees paid for non-audit services.

The Board conducted a peer evaluation based on the competencies required of an effective director. The results were compiled by an external consultant.

The Board conducted a survey measuring its own effectiveness and determined that the Board operated effectively.

The Board reviewed the performance of each Committee against its mandate and accepted that the Committees had satisfactorily carried out their respective mandates.

The Chair met with each director individually.

The Board reviewed its performance against the Role of the Board, and determined that it had satisfactorily fulfilled the Role of the Board.

Our Guidelines and Practices
This Report on Compliance with the Guidelines was accepted by the Corporate Governance Committee and approved by the Board for publication in the Annual Report.

Summary of Board and Committee Meetings Attended for the Year ended December 31, 2019.

Board Meetings Attended

Richard Bell 3 of 3**
Alain Brunet 5 of 5*
Greta Cusworth 7 of 8
Micheline Dionne 8 of 8
Gordon M. Dunning 8 of 8
William G. Knight 7 of 8
Tricia O’Malley 8 of 8
Janis Sarra 8 of 8
Frank Swedlove 8 of 8
Dan Thornton 8 of 8
Mark Zelmer 8 of 8

Committee Meetings Attended

Richard Bell 8 of 8 **
Alain Brunet 6 of 6*
Greta Cusworth 10 of 12
Micheline Dionne 15 of 15
Gordon M. Dunning 11 of 11
William G. Knight 13 of 15
Tricia O’Malley 17 of 17
Janis Sarra 14 of 15
Frank Swedlove 11 of 11
Dan Thornton 26 of 26
Mark Zelmer 18 of 18

* Mr. Alain Brunet joined the Board in May 2019
** Mr. Richard Bell retired from the Board in May 2019