These Corporate Governance Guidelines have been adopted by the Board and aim to achieve best practices in corporate governance. They take into account developments in public company practices and our obligations to policyholders, Members and government.
Board of Directors
All directors, except the President & CEO, must be independent of the Corporation, as they must have no material relationship or interest in the Corporation. The President & CEO is a non-independent director. As an employee and an executive officer, the President & CEO has a material relationship with the Corporation.
At the beginning of each board year, the Board elects one of the independent directors as Chair.
At each meeting of the Board and its committees, the independent directors will hold a closed session without the management of the Corporation present.
The Board has established a dedicated email to enable stakeholders to directly contact the Board.
The Board of Directors is responsible for the stewardship of the Corporation, setting the strategic direction, and the oversight of management of the business and affairs of the Corporation. The Board has adopted a written description of its role.
The Board will satisfy itself that the Corporation is managed in a manner that permits it to effectively and efficiently fulfill its mission, values and vision.
The Board has approved written position descriptions for a Director of the Board, the Chair of Board, the Chair of each Committee and the President & CEO.
The Chair of the Board is responsible for providing leadership to the Board in effectively carrying out its responsibilities.
The Chair of each Committee is responsible for providing leadership to that Committee in effectively carrying out its responsibilities as described in its mandate.
The President & CEO is responsible for providing leadership to the Corporation in fulfilling its vision, mission, values and objectives.
The Corporation receives non-public information from both Members and Regulators. This information is kept confidential and access to the Assuris analysis of Member information is restricted.
The Board has adopted practices on confidentiality that apply to all directors and employees of the Corporation.
Directors and employees must sign a confidentiality agreement.
Directors and employees must reconfirm annually that they have read the confidentiality guidelines and understand their duties of confidentiality to Assuris.
The Corporation must maintain independence from our Members so that it can apply unbiased judgment in its discussions and decisions about them.
The Board has adopted practices on independence that apply to all directors and employees of the Corporation.
Directors and employees must not use their position at Assuris or information obtained from Assuris for personal gain.
The Board has adopted practices on investments in Members to ensure that directors and employees cannot use information obtained at Assuris for personal gain.
The Board has adopted practices on normal course consumer products issued by Members to ensure that directors and employees cannot use information obtained at Assuris for personal gain.
The Board has also adopted practices to identify all parties that are related to directors and employees. Any transactions with those related parties are identified, reviewed and reported to the Board.
If a director has a conflict of interest with respect to any transaction or with any other matter being considered, the director involved is excluded from all discussions and decisions related to that matter.
It is important for Assuris to provide an appropriate level of compensation to attract the highest caliber of directors. Assuris engages consultants to review compensation of directors, to ensure that compensation is appropriate based on responsibilities and risks involved in being a director of the Corporation.
The Board, after consultation with the Industry Advisory Committee, approves the compensation of directors.
The Board is responsible for ensuring that it is composed of directors with appropriate skills, competencies and experience. Each year, the Board recommends to our Members, candidates for election to the Board, at the Annual General Meeting.
The Board seeks to achieve gender balance, a balance of anglophone and francophone directors, and regional diversity on the Board.
Committees of the Board
There are four committees of the Board: Industry Risk & Resolution, Audit, Corporate Governance & Nominating and Human Resources. Each Committee will provide advice to management and report to the Board on the effectiveness of management’s practices in ensuring the successful implementation of the policies.
Each Committee has a written mandate approved by the Board that sets out the responsibilities of the Committee. The mandate is reviewed annually by the Committee and then approved by the Board.
- Implement and maintain systems for identifying solvency risks in companies,
- Analyze and plan for the various methods of resolution,
- Develop resolution strategies and assess resolvability for Companies of Concern,
- Consider broad economic changes and industry-wide risks,
- Advocate for changes in legislation, regulations, guidelines and standards, to better protect policyholders,
- Safeguard the confidentiality of information and ensure a high level of security on restricted material.
All members of the Board are members of the Industry Risk & Resolution Committee.
The Audit Committee is responsible for overseeing the quality, timeliness and integrity of the Corporation’s financial reporting and directly overseeing the work of the external auditor.
The Committee is also responsible for recommending to the Board, policies that require management to:
- Prepare accurate financial reports,
- Maintain appropriate internal controls, and
- Maintain appropriate risk management.
All members of the Committee, composed of independent directors, are financially literate.
The Corporate Governance & Nominating Committee is responsible for recommending to the Board, Corporate Governance practices to:
- Ensure that the Corporate Governance Guidelines comply with evolving standards in Corporate Governance,
- Plan for the succession of the Chair of the Board,
- Ensure appropriate Board renewal by identifying Qualified Persons, who have the appropriate skills, competencies and experience to serve on the Board,
- Identify candidates that have the appropriate skills, competencies and experience for election to the Industry Advisory Committee,
- Ensure directors receive appropriate orientation, and continuing education.
The Corporate Governance & Nominating Committee is composed of independent directors.
The Human Resources Committee is responsible for recommending to the Board, policies that require management to:
- Attract, develop and retain a small number of highly skilled employees that meet the organization’s needs,
- Provide an attractive package of challenging work, positive career opportunities and professional development,
- Maintain a results-oriented work environment,
- Provide competitive compensation and benefits.
The Human Resources Committee is composed of independent directors. The Committee engages consultants to review the compensation of the executives to ensure that their compensation is appropriate.
The Board determines the competencies required of an effective director. Annually, the Board engages an external consultant to conduct a:
- Board Effectiveness Survey – to measure its own effectiveness,
- Peer Evaluation – to assess the effectiveness of each director,
- Chair Evaluation – to assess the effectiveness of the Chair of the Board.
Annually, the Board:
- Reviews the performance of each Committee against its mandate and approves changes to the mandates.
- Reviews its performance against the Role of the Board of Directors.
- Reviews its role and, if appropriate, approves changes to the Role of the Board of Directors.
- Receives a report from the Corporate Governance / Nominating Committee on compliance with these guidelines.
These guidelines are consistent with established corporate governance guidelines for financial institutions, by the Office of the Superintendent of Financial Institutions and other provincial regulatory bodies.
The Board has adopted Corporate Governance Practices which outline how to comply with these guidelines.