Ethics and Governance Committee

Composition

The Ethics and Governance Committee is composed of independent directors. It must comprise at least three members, the majority of whom 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 primarily responsible for establishing the rules of ethics and professional conduct applicable within the Company and ensuring that they are communicated to the intended persons. The committee must be informed of any breach of those rules and take the appropriate action under the circumstances.

With regard to governance, the committee is responsible for proposing governance rules that promote the Company’s sound management to the Board of Directors, in addition to ensuring such rules are enforced and updated.

Activity Report

In performing its annual review of the rules of ethics and professional conduct, the committee made some changes aimed at including new provisions regarding sound commercial practices for Humania Assurance and the use of social media by the Company and its personnel.

In terms of 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’ statements of interest and determined that no outside director was tied to the Company or in a potential conflict of interest. Only the President and Chief Executive Officer is a director tied to the Company within the meaning of the law.

Governance and Compliance Activity Report

The committee received and approved changes to the Audit Committee’s charter, as proposed by the committee members.

The committee considered an overhaul of the compliance policy and updates to the outsourcing and workplace respect policies and recommended these changes to the Board of Directors.

Furthermore, the committee received and reviewed the compliance reports and monitored the progress of the 2015 compliance action plan.

In addition, as per their mandate, the committee members advised the Chairman of the Board of Directors on issues related to the appointment of new directors and the competency profiles to be emphasized on the Board of Directors. The committee also ensured adherence to the policy and compliance with regard to ethical standards and the competence of Board members and officers of Group Humania Assurance’s companies.

In conclusion, as requested by the Board, the committee considered an update of the Company’s mission, vision and values.

Joanne Vézina
Chairwoman