Governance and Ethics Committee
This committee is composed of independent directors and should comprise at least three members, a majority of whom are not:
- Officers or employees of the Company;
- Persons who are members of both the Governance and Ethics Committee and the Audit Committee;
- Directors, officers, other agents and employees of a business combination of which the Company is the controlling shareholder; and
- Holders of a significant interest in the Company or an affiliate.
Joanne Vézina, Chair
The Governance and Ethics Committee, formerly the Ethics and Governance Committee, oversees the development, adoption and enforcement of the rules required for the application of legislative and regulatory provisions. In particular, it establishes the rules of ethics that apply to the Company, and ensures they are communicated to the appropriate persons. It is to be informed of any deviation from these rules and ensure that the appropriate measures are taken in such cases. The Committee also ensures that the rules for protecting any personal information held by the Company are complete and complied with. Lastly, it is responsible for the implementation of and compliance with the principles of sound business practices and fair treatment of consumers.
With respect to governance, the Committee is mandated to propose to the Board of Directors governance rules designed to ensure sound management of the Company and to see that they are applied and updated.
Ethics activity report
As part of its annual review of ethics rules, the Committee made certain modifications aimed in particular at better reflecting the changes resulting from the adoption of the Act mainly to improve the regulation of the financial sector, the protection of deposits of money and the operation of financial institutions (Bill 141). It also wished to clarify the investigation process for reported wrongdoing as well as the concepts of governance, ethics and professional conduct.
Regarding application of the ethics rules, the Committee received a report from Corporate Legal Affairs and Compliance indicating that they had been adequately circulated within the Company and its subsidiaries, and that any material breaches of ethics observed during the year had been adequately reported to the Committee. The Committee also reviewed the directors’ declarations of interest and found that no outside director was related to the Corporation or was in a potential conflict of interest situation. Only the President and Chief Executive Officer is a related director within the meaning of the law.
Governance and compliance activity Report
The Committee updated the Corporate Governance Rules to better reflect the recent changes made to the corporate by-laws regarding director compensation, added a section regarding specific features of the Governance and Ethics Committee, clarified the activities of the new director orientation program and made minor changes in connection with Bill 141.
Projects to review and update various Humania Assurance and LS-Travel policies, namely outsourcing, anti-money laundering and anti-terrorist financing, sound business practices, complaint handling, underwriting and commitment, design and pricing, probity and competence, document management, as well as a new product development process were studied by the Committee and recommended to the Board of Directors.
The Committee also reviewed the compliance reports submitted to it and monitored progress on the 2019 Compliance Action Plan. In connection with compliance reporting, the Committee discussed the various measures put in place to ensure the fair treatment of consumers.
As part of their mandate, Committee members assisted the Board Chair in his reflections regarding succession, desired competency profiles and director continuing education. They also ensured application of and compliance with the policy on the integrity and competency criteria for Board members and managers of Humania Assurance group companies.