Audit Committee

Composition

The Audit Committee is composed of independent directors. It must be comprised of at least three members of which the majority do not sit on another committee of the Board of Directors. Each committee member must have appropriate knowledge on financial matters, and at least one member must have accounting or financial management expertise.

Members

Johanne Cassis, Chairwoman
René Delsanne
Guylaine Leclerc

Mandate

The Audit Committee is responsible for overseeing the financial reporting process and ensuring financial statements are reported in compliance with the International Financial Reporting Standards (IFRS). Furthermore, the committee ensures a suitable internal control system is in place, monitors risk management processes, recommends the Company's risk profile and corresponding action plan to the Board of Directors, and supervises the audit process as well as procedures implemented by the Company to ensure compliance with legislation and regulations in the areas of accounting and finance.

Activity Report

Further to the election of the former Chairman of the committee, Jacques Martineau, to the position of Chairman of the Board of Directors, Johanne Cassis was elected Chairwoman of the committee, with René Delsanne joining as a new member.

With regard to financial reporting, the committee primarily reviewed the independent auditor report for the financial year ending December 31, 2013 , received the report from the actuary responsible for assessing reserves, recommended to the Board of Directors that the audited financial statements be adopted, and accepted the 2014 audit plan proposed to it. The committee also received management representations regarding the Company's statutory obligations.

Committee members also examined existing internal control procedures and studied reports presented to them. These reports touched on the internal audit activities carried out by the finance team and audits conducted by the Company's external partners such as reinsurers and specialized firms.

In accordance with the mandate conferred on it by the Board of Directors, the committee studied the process leading up to the preparation and monitoring of the Company's risk profile, including related action plans, and recommended its adoption to the Board of Directors. Similarly, the committee reviewed the actuarial assessment of the Company's complementary pension plan and submitted appropriate recommendations to the Board of Directors.

With regard to information security, the committee reviewed audits and action plans carried out by the Company to ensure the security of its systems and the protection of the information it holds.

Lastly, it recommended to the Board of Directors that the crisis simulation policy be adopted and the integrated risk management policy and framework be overhauled, and updated its annual work program.

In order to carry out its mandate, the Committee held private meetings with management, the independent auditor and the appointed actuary.

Johanne Cassis
Chairwoman