2020 Corporate Governance Compliance Report

The following is the 2020 Corporate Governance 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.
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. Denis Berthiaume, received a director orientation session with management which covered the strategic direction of the Corporation and an overview of each operational area.
The Board participated in presentations by Assuris staff, professionals in the life insurance industry, and guest speakers at the Directors’ Conference.
Assuris held a Directors’ Conference as part of continuing education for the Board. The conference was focused on issues that are currently pertinent to the industry.
Confidentiality 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.
Independence 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 was completed in 2020.
Nomination of Directors Mr. William Knight retired from the Board in May.
Mr. Denis Berthiaume 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 2020, total fees paid by the Corporation to the external auditors for Audit services were $78,502. There were no fees paid for non-audit services.
Evaluations 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.
Reporting 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, 2020.

Board Meetings Attended

Denis Berthiaume 5 of 5*
Alain Brunet 8 of 8
Greta Cusworth 8 of 8
Micheline Dionne 8 of 8
Gordon M. Dunning 8 of 8
William G. Knight 3 of 3**
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

Denis Berthiaume 7 of 7 *
Alain Brunet 10 of 10
Greta Cusworth 9 of 9
Micheline Dionne 19 of 19
Gordon M. Dunning 26 of 26
William G. Knight 4 of 4**
Tricia O’Malley 17 of 17
Janis Sarra 24 of 25
Frank Swedlove 22 of 22
Dan Thornton 36 of 36
Mark Zelmer 22 of 22

* Mr. Berthiaume joined the Board in May 2020
** Mr. Knight retired from the Board in May 2020