The following is the 2017 Corporate Governance Report on compliance with our guidelines.
All directors, except for the President & CEO, retained their independence from the Corporation. Mr. Dunning, as an employee, has a material relationship with the Corporation.
Messrs. James Farley and Gregory Traversy retired from the Board in May. Dr. Janis Sarra and Mr. Mark Zelmer were elected to the Board by the Members at the Annual General Meeting in May. Mr. Dan Thornton was elected as Chair of the Board by the directors following the Annual General Meeting.
The independent directors held closed sessions at 37 of the 38 Board and Committee meetings held in person. The number of meetings attended by each director is listed at the end of this report.
The Board fulfilled its responsibilities and complied with the Role of the Board. The Board was responsible for the stewardship of the Corporation and for the supervision of the management of the business and affairs of the Corporation.
The Board continued to ensure that the Corporation effectively and efficiently fulfilled its vision, mission, values and objectives.
There are approved position descriptions for the Chair of the Board, Chairs of the committees, Directors and the President & CEO.
The new directors, Dr. Sarra and Mr. Zelmer, 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. This included presentations on:
- Priorities for the Canadian Life and Health Insurance Association (CLHIA)
- An overview of The Property and Casualty Insurance Compensation Corporation (PACICC)
- An overview of the Insurance Banana Skins 2017 report by PricewaterhouseCoopers.
Assuris held a Directors’ Conference. The conference included an overview of Assuris’ Key Performance Areas including resolution, detection, funding and coverage. In addition, following an audit of Assuris’ corporate governance practices, the directors participated in a corporate governance workshop.
In order to maintain a high level of education and knowledge on key issues affecting the life insurance industry, the Board participated in several round table discussions throughout the year.
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.
Directors confirmed that they did not use their position at Assuris or information obtained from Assuris for personal gain.
Directors confirmed that they complied with the practices adopted by the Board on:
- investments in Members.
- normal course consumer products issued by Members.
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.
There were no changes in the compensation of directors since the last review was completed in 2015. Market trends continue to be monitored in preparation for the next scheduled review in 2018.
The Corporate Governance Committee provided input to the Nominating Committee on Board renewal to ensure that the Board has an appropriate balance of skills, competencies and experience.
The Nominating Committee reviewed a list of potential candidates and recommended qualified candidates to the Board for election at the Annual General Meeting.
The Board recommended Messrs. Bill Knight and Dan Thornton for re-election and Dr. Janis Sarra and Mr. Mark Zelmer for election to the Board. They were elected by the Members at the Annual General Meeting in May.
The Board approved the membership of the committees. Each committee of the Board reviewed its written mandate. There were no substantive changes recommended. The mandates were approved by the Board.
In keeping with our commitment to maintain best practices in corporate governance, the Board of Directors and the Audit Committee of Assuris conducted a review of the Corporation’s external audit to ensure that the organization is receiving appropriate audit services and advice.
The Audit Committee unanimously recommended, to the Board of Directors, the rotation of auditors from KPMG LLP to PricewaterhouseCoopers LLP (PwC). Factors considered by the Audit Committee included ensuring an appropriate level of service to the Corporation, including interaction with the Board of Directors, the Audit Committee, the President & CEO, the executive officers, the Controller, and the ability to provide an advisory role to Assuris.
The Board and management of the Corporation recommended that Members also vote for the appointment of PwC as auditors and to authorize the directors to fix PwC’s remuneration. At the 2017 Annual General Meeting, the Members appointed PwC as auditors until the next annual meeting of members.
The Corporation has adopted a policy requiring that all services provided by the external auditor be approved in advance by the Audit Committee. In 2017, total fees paid by the Corporation to the external auditors for Audit services were $75,000.
Each Audit Committee member is financially literate. The following provides the education and experience of each Audit Committee member that is relevant to the performance of their responsibilities as a member.
Ms. Tricia O’Malley was Chair of the Canadian Accounting Standards Board (AcSB) from 2009 to 2010 and also served as its first full-time Chair from 1999 to 2001. Ms. O’Malley was a founding member of the International Accounting Standards Board (IASB) from 2001 to 2007. Supported by AcSB staff, she chaired the International Forum of Accounting Standard Setters from 2010 to 2016. Before joining the AcSB, Ms. O’Malley was a partner in the National Assurance and Professional Practice Group of KPMG Canada. She has been a member of the Canadian Actuarial Standards Oversight Council since 2012, serving as Chair from 2015 to 2017. She has also been a member of the Canadian Accounting Standards Oversight Council since 2013. Ms. O’Malley completed a Bachelor of Commerce (Honours) at the University of Manitoba and became a Chartered Accountant in Ontario in 1976. She was named a Fellow of the Institute of Chartered Accountants of Ontario in 1991. Ms. O’Malley was elected to the Board of Directors of Assuris in 2015.
Ms. Micheline Dionne was formerly Senior Vice President & Chief Actuary of RGA Canada. Ms. Dionne is currently active with the International Actuarial Association (IAA). She is a member of their Executive Committee, Chair of the Insurance Accounting Task Force charged with writing the actuarial model standards on insurance and member of their IFRS 17 Coordination Task Force. She is the IAA delegate on the IFRS Advisory Council of the International Accounting Standards Board. Ms. Dionne is Past-President of the Canadian Institute of Actuaries (CIA), a member of their Professionalism Committee and of their International Relations Council. Ms. Dionne is a Fellow of the Canadian Institute of Actuaries and a Fellow of the Society of Actuaries. She holds a Bachelors of Actuarial Science from Laval University. Ms. Dionne was elected to the Board of Directors of Assuris in 2016.
Mr. Dan Thornton is the former Chief Operating Officer of The Co-operators Life Insurance Company. His retirement followed almost 40 years of service with the national insurance cooperative where he held a variety of senior management roles. Mr. Thornton served as Chair of the Canadian Life and Health Insurance Association (CLHIA), as well as a board member on various CLHIA committees. He has also held board roles on several insurance industry associations such as the Insurance Bureau of Canada. He is active in a number of community organizations including having served as Chair of Audit for a hospital foundation. Mr. Thornton has a Bachelor of Arts degree in economics from the University of Guelph. Mr. Thornton was elected to the Assuris Board of Directors in 2011. He was elected as Chair of the Board of Directors in 2017.
Mr. Mark Zelmer has more than 30 years of experience dealing with financial sector policy and regulatory issues. He was formerly an Assistant Superintendent and then Deputy Superintendent of Financial Institutions at the Office of the Superintendent of Financial Institutions (OSFI). Prior to that, he worked for the Bank of Canada and the International Monetary Fund. Among his many accomplishments, Mark was an active contributor to the global regulatory reform agenda in the wake of the financial crisis. As a member of the Basel Committee on Banking Supervision from September 2008 through June 2016, he chaired the development of several components of the Basel III framework and led a peer-review assessment of the European Union's adoption of Basel III capital requirements. He also served on the Financial Stability Board's Standing Committee on Supervisory and Regulatory Cooperation from July 2014 to June 2016 and co-chaired its work on structural vulnerabilities associated with the global asset management industry. Mark holds a Master of Science (Business Administration) degree from the University of British Columbia and a Bachelor of Commerce (Honours) degree from Queen's University. Mr. Zelmer was elected to the Board of Directors of Assuris in 2017.
The Board conducted a peer evaluation based on the competencies required of an effective director. The results were compiled by an external consultant. The Chair of the Board received a summary of each director’s results. Each director received a summary of their own results as well as the average score for the entire Board. The Chair of the Board discussed the overall results with the Board. If needed, the Chair meets with directors individually.
The Board conducted a survey measuring its own effectiveness and determined that the Board operated effectively.
Each Committee reviewed its performance against its mandate and reported the results to the Board.
The Board reviewed the performance of each Committee against its mandate and accepted each Committee’s report that they had satisfactorily carried out their respective mandates.
The Board reviewed its performance against the Role of the Board, and determined that it had satisfactorily fulfilled the Role of the Board.
The Board reviewed and approved the updated mandates of each Committee for the coming year. The Board also reviewed its role and approved the Role of the Board.
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.
Board Meetings Attended
|Richard Bell||7 of 7|
|Micheline Dionne||6 of 7|
|Gordon M. Dunning||7 of 7|
|James M. Farley||3 of 3**|
|Douglas Hogeboom||7 of 7|
|William Knight||7 of 7|
|Tricia O’Malley||7 of 7|
|Janis Sarra||4 of 4*|
|Dan Thornton||7 of 7|
|Gregory R. Traversy||3 of 3**|
|Mark Zelmer||4 of 4*|
Committee Meetings Attended
|Richard Bell||21 of 21|
|Micheline Dionne||17 of 18|
|Gordon M. Dunning||16 of 16|
|James M. Farley||6 of 6**|
|Douglas Hogeboom||21 of 21|
|William Knight||21 of 21|
|Tricia O’Malley||18 of 18|
|Janis Sarra||7 of 7*|
|Dan Thornton||26 of 26|
|Gregory R. Traversy||5 of 5**|
|Mark Zelmer||8 of 8*|
* Dr. Sarra and Mr. Zelmer joined the Board in May 2017
** Messrs. Farley and Traversy retired from the Board in May 2017