Ethics and Governance Committee

Composition

The Ethics and Governance Committee is composed of independent directors. It must comprise at least three members of which the majority do not sit on another committee of the Board of Directors.

Members

Joanne Vézina, Chairwoman
Michel Côté
Jacques Martineau

Mandate

The Ethics and Governance Committee is responsible primarily for establishing the rules of ethics and professional conduct applicable within the Company and ensuring that they are communicated to the persons for whom they are intended. It must also be informed of any breach of those rules, as the case may be, and take the appropriate action under the circumstances.

With regard to governance, the committee is responsible for proposing governance rules aimed at promoting sound management to the Board of Directors, in addition to ensuring such rules are applied and updated.

Activity Report

In performing its annual review of the rules of ethics and professional conduct, the committee concluded that the rules in place were adequate and no changes were proposed to the Board of Directors.

As regards enforcement, the committee received a report from management indicating that the rules of ethics and professional conduct had been adequately communicated across the Company and its subsidiaries, and that no breach of ethics had been documented during the year. The committee further studied the directors' declarations of interest and determined that no outside director was either related to the Company or in a potential conflict of interest situation. Only the President and Chief Executive Officer is a related director within the meaning of the law.

The committee also reviewed the inspection report issued by the Autorité des marchés financiers concerning one of the Company's subsidiaries.

Governance and Compliance

The committee recommended a number of updates to the Company's governance rules to the Board of Directors, in order to adapt to Humania Assurance's new legal structure and to integrate new rules relating to the age of administrators and the average term of mandates.

Furthermore, the committee also advised the Board of Directors on the establishment of contracts involving its subsidiary, LS Travel.

Two new policies were studied by the committee and recommended to the Board of Directors: a policy on sound commercial practices and a policy concerning the application of anti-spam legislation.

The committee also received and studied compliance reports presented to it and issued appropriate recommendations to the Board of Directors.

Joanne Vézina
Chairwoman