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, are independent of the Corporation, as they have no material relationship or interest in the Corporation. The President & CEO is a non-independent director. As an employee and an executive officer, he 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 hold a closed session without management of the Corporation present.

Committees of the Board

There are five committees of the Board: Industry Risk & Resolution, Communications & Coverage, Audit, Corporate Governance & Nominating and Human Resources. Each committee has a written mandate approved by the Board that sets out the responsibilities of the committee. The mandate is annually reviewed by the committee and then approved by the Board. The Board annually approves membership of the committees.