2016 Annual report

Ethics and Governance Committee

Composition

The Committee is composed of independent directors. It must comprise at least three members, the majority of whom do not sit on another statutory 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 that such rules are enforced and updated.

Ethics Activity Report

In performing its annual review of the rules of ethics and professional conduct, the committee made certain changes aimed at introducing new provisions regarding sound commercial practices for Humania Assurance and a clear reference to the company’s values.

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 CEO is a director tied to the Company within the meaning of the law.

Governance and Compliance Activity Report

The committee received a compliance report regarding the overhaul of the governance guideline by the Autorité des marchés financiers (AMF) and discussed the possible implications of the proposed changes.

The committee considered a review of the privacy policy and updates to the financial crime policy.

Furthermore, the committee received and reviewed the compliance reports and monitored the progress of the 2016 compliance action plan.

As per their mandate, the committee members conferred with the Chair 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 governing integrity and competency criteria of Board members and officers of Humania Assurance Inc. companies.

In addition, the committee recommended to the Board of Directors various measures to streamline governance for the company and its subsidiary, LS-Travel. Upon recommendation by the committee, the Board of Directors decided that the same directors would sit on the boards of both corporations while still maintaining an independent board for each.

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