board-positions
Board
Positions

Position Description of Executive Chair

As Updated January 2015

The Executive Chair of the Board is not an independent within the meaning of applicable laws, rules and regulations and any other relevant considerations as determined by the Board including the Board’s Director’s independence policy. The Executive Chair shall be appointed annually and their primary responsibility is to oversee the operations and affairs of the Board of Directors and guide the Board’s oversight of management.

The Executive Chair will guide the Board and management in the strategic and operational priorities of the Company, will provide leadership to the Board and will act as principle liaison with management of the Company on behalf of the Board. The Chair is responsible to the Board of Directors.

In fulfilling his or her responsibilities, the Chairman will be responsible for:

Board of Directors:
  1. provide leadership, management and direction to the Board to foster the effectiveness of the Board;
  2. in conjunction with the Lead Independent Director, CEO and Corporate Secretary develop and approve the schedule of Board meetings and the agenda’s for Board meetings;
  3. act as Chair at Board meetings, ensuring independence of voice, appropriate dialogue and discussion to ensure standard of care and due diligence requirements are  met;
  4. conduct regularly scheduled in camera sessions of the Board and call and conduct additional in camera sessions, including session that exclude non-management, non-independent directors, as required and/or requested, and report the results of such meetings to the CEO as appropriate;
  5. in conjunction with the CEO and Corporate Secretary, oversee the provision of adequate and timely information and notice of meetings to the Board; 
  6. ensuring that the Board remains fully informed through direct communication with the Board for all significant matters, and dealing with the Board in a manner that ensures that the Board is able to provide the best counsel and advice possible;
Board Governance:
  1. be knowledgeable of current Canadian Corporate Governance practices;
  2. lead the annual Board and individual Director evaluation process, meet regularly with the Lead Independent Director to discuss matters and governance process/issues;
  3. with the Lead Independent Director manage the succession planning process for independent and non-independent Director positions;
  4. working with the Compensation and Nominating Committee interview and manage the recruitment and nomination process for candidates and  appointments to the Board;
  5. coordinate the Committee activities, ensuring that the appropriate committee structure is in place and assisting the Compensation and Nominating Committee in making recommendations for appointments to such committees;
  6. lead the committee evaluation process;
  7. fostering with the Board  and Management a corporate culture that promotes integrity and ethical values throughout the organization;
  8. ensuring there is an effective relationship between the Board and senior management of the Company;
  9. serving as the Board’s chief spokesperson;  meet proactively with all Board members and seek their feedback on management performance, Board and committee effectiveness and other matters as required;
  10. developing and discussing with the Board the business plans and budgets that support the Company’s long-term strategy;
Management Oversight & Guidance:
  1. mentor, coach and train the CEO, provide feedback and act as a sounding board with respect to strategies, accountability, relationships and other issues, encourage the CEO to interact with all members of the Board on a regular basis;
  2. in conjunction with the Compensation and Nominating Committee and the full Board lead a formal evaluation of the CEO’s performance at least annually and oversee the adequacy of succession plans in place for key management roles; 
  3. conduct the annual performance appraisal session of the CEO and communicate additional feedback as required;
  4. support  the CEO  in identifying strategic options for the GMIC division that optimize capital, manage risk and enhance  development  and recommendation of long-term strategies and objectives for the Company that are consistent with creating shareholder value;
  5. on the request of the CEO assist in developing and motivating senior leadership and overall management to ensure the effectiveness of the leadership team;
Representation of Shareholders & Stakeholders:
  1. except as may otherwise be required by applicable laws, chairing all shareholder meetings;   
  2. at the request of the CEO meet with shareholders and external stakeholders which may include meetings with institutional shareholders, the media on governance related matters
  3. at the request of the CEO meet with representatives of the Corporations regulators including its primary regulator, the Office of the Superintendent of Financial Institutions Canada;
  4. ensuring compliance by the Company with all applicable laws, regulations and the Company’s code of conduct; and
  5. reporting potential or suspected violations of the Code of Business Conduct and Ethics to the Board, without disclosing any personal information that could identify the complainant if the aforementioned person wished to remain anonymous; reporting any such violation that relates to auditing and financial matters to the Audit Committee.

Position Description of the Committee Chairs

A committee chairperson is principally responsible for overseeing the operations and affairs of his or her particular committee. In fulfilling his or her responsibilities, the chair will be responsible for:

  1. providing leadership to foster the effectiveness of the committee;
  2. ensuring there is an effective relationship between the Board and the committee;
  3. ensuring that the appropriate mandate for the committee is in effect and assisting the Board in making recommendations for amendments to the mandate;
  4. in consultation with the other members of the committee and the Board, where appropriate, preparing the agenda for each meeting of the committee;
  5. ensuring that all committee members receive the information required for the proper performance of their duties, including information relevant to each meeting of the committee;
  6. chairing committee meetings, including stimulating debate, providing adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by individual members and confirming that clarity regarding decision-making is reached and accurately recorded;
  7. together with the Board, ensuring that an appropriate system is in place to evaluate the performance of the committee as a whole and the committee’s individual members, and making recommendations to the Board for changes when appropriate;
  8. working with the Chief Executive Officer to ensure that the committee is provided with the resources to permit it to carry out its responsibilities and bringing to the attention of the Chief Executive Officer any issues that are preventing the committee from being able to carry out its responsibilities; and
  9. providing additional services required by the Board and the Committee.

Position Description of Lead Director

The Lead Director will facilitate the functioning of the Board independently of management of the Company and provide independent leadership to the Board. In fulfilling his or her responsibilities, the Lead Director will be responsible for:

  1. providing leadership to ensure that the Board functions independently of management of the Company and other non-independent directors;
  2. providing leadership to foster the effectiveness of the Board;
  3. working with the Chair to ensure that the appropriate committee structure is in place and assisting the Board in making recommendations for appointment to such committees;
  4. suggesting items of importance for consideration on the agenda and working with the Chairman to set the agenda for each meeting of the Board;
  5. in the absence of the Chair, chairing Board meetings, including stimulating debate, providing adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by individual directors and confirming that clarity regarding decision-making is reached and accurately recorded; in addition, chairing each board meeting at which only nonmanagement directors are present.
  6. as may be required from time to time, consulting and meeting with any or all of the directors, at the discretion of either party and with or without the attendance of the Chair;
  7. representing the independent directors in discussions with management of the Company on corporate governance issues and other matters;
  8. providing recommendations and advice to the Compensation and Nominating Committee on candidates for nomination or appointment to the Board;
  9. recommending, where necessary, the holding of special meetings of the Board;
  10. working with the Chair and the Chief Executive Officer to ensure that the Board is provided with the resources to permit it to carry out its responsibilities and bringing to the attention of the Chair and the Chief Executive Officer any issues that are preventing the Board from being able to carry out its responsibilities; and
  11. providing additional services required by the Board.
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April 29, 2016 Q1 2016 Earnings Conference Call Slides
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