2018 Annual Report
Reports and committees

Governance and Ethics Committee

Composition

This committee is composed of independent directors. It must include at least three members, the majority of whom do not sit on another statutory Board committee.

Members

Joanne Vézina, Chair
Michel Côté
Jacques Martineau

Mandate

The Governance and Ethics Committee sees that proper policies and procedures are drafted, adopted and applied in order for the company to respect applicable legislative and regulatory provisions. In particular, it is responsible for establishing the rules of ethics and professional conduct applicable within the company and ensuring that they are communicated to the people concerned. It must be informed of any breach of these rules, where applicable, and ensure that the appropriate measures are taken under the circumstances. It also ensures that any privacy rules in effect within the company are comprehensive and respected.

With regard to governance, the Committee’s mandate is to propose governance rules to the Board of Directors that promote sound corporate management of the company and to ensure that these rules are enforced and updated.

Ethics activity report

In its annual review of the rules of ethics and professional conduct, the Committee made several amendments, mainly to reflect the changes brought about by the new Bill 141 and to clarify the investigation process in response to a report of wrongdoing.

With regard to enforcement of the rules of ethics and professional conduct, the Committee received the report from the Legal Affairs and Compliance department stating that the rules had been adequately communicated within the company and its subsidiaries and that no significant breach of ethics had been reported during the year. The Committee also studied the Board members’ declarations of interest and determined that no external directors were related to the company or in a situation of potential conflict of interest. Only the President and CEO is a director related to the company within the meaning of the law.

Governance and Compliance Activity Report

With the government’s adoption of Bill 141, the Committee went ahead with updating the Governance rules in order to harmonize the content with anticipated legislative and regulatory changes. Further changes are expected with the next revision. The Committee also reviewed its charter in keeping with the provisions of the new legislation.

Projects to review and update the compliance, privacy, anti-spam, and workplace respect policies at Humania Assurance and LS-Travel have been analysed by the Committee and recommended to the Board. The Committee received and approved a draft Claimant’s Charter for consumers and updated a chart of the company’s operational risks.

The Committee also received and reviewed the compliance reports submitted to it and monitored the development of the compliance action plan for 2018. As part of the compliance accountability process, the Committee discussed the various approaches for measuring fair and equal treatment of consumers.

In keeping with their mandate, the Committee members advised the Chair of the Board in his reflection on Board succession planning and the ideal skills profiles of Board members, as well as the continuing education of Board members. In the same vein, the Committee ensured the application and adherence to the dispositions of guideline governing integrity and competency criteria for Board members and officers of Humania Assurance Inc. companies.

Signed by Joanne Vézina Joanne Vézina Chair