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 and Special 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.
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 directors, Ms. Greta Cusworth and Mr. Frank Swedlove, 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. The conference was focused on IFRS 17 Implementation and its impact on Assuris and the industry.
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 & Nominating 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
In consultation with the Industry Advisory Committee, the Board approved an increase to the retainer fees for the Assuris Board of Directors by 10%, retroactive to May 2017.
Nomination of Directors
Mr. Doug Hogeboom retired from the Board in May.
Ms. Greta Cusworth and Mr. Frank Swedlove were elected to the Board by the Members at the Annual and Special General Meeting in May.
Committees of the Board
The Board approved the membership of the committees.
Each committee of the Board reviewed and updated its written mandate. The mandates were updated to be more in line with the strategic direction of the organization.
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 2018, total fees paid by the Corporation to the external auditors for Audit services were $74,000. 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 held meetings 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 & Nominating 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, 2018.
Board Meetings Attended
|Richard Bell||8 of 8|
|Greta Cusworth||5 of 5*|
|Micheline Dionne||8 of 8|
|Gordon M. Dunning||8 of 8|
|Douglas Hogeboom||3 of 3**|
|William Knight||8 of 8|
|Tricia O’Malley||8 of 8|
|Janis Sarra||8 of 8|
|Frank Swedlove||5 of 5*|
|Dan Thornton||8 of 8|
|Mark Zelmer||8 of 8|
Committee Meetings Attended
|Richard Bell||17 of 17|
|Greta Cusworth||7 of 7*|
|Micheline Dionne||16 of 16|
|Gordon M. Dunning||14 of 14|
|Douglas Hogeboom||8 of 8**|
|William Knight||17 of 17|
|Tricia O’Malley||16 of 16|
|Janis Sarra||14 of 14|
|Frank Swedlove||7 of 7*|
|Dan Thornton||25 of 25|
|Mark Zelmer||11 of 14|
* Ms. Cusworth and Mr. Swedlove joined the Board in May 2018
** Mr. Hogeboom retired from the Board in May 2018