Corporate Governance

Ethical Business Conduct

The Board has adopted a written Code of Business Conduct and Ethics (the “Code of Conduct”) that governs the conduct of Great-West Lifeco’s Directors, officers and employees. A copy of the Code of Conduct is available on the SEDAR website www.sedar.com or you can download a printable version.

The Board oversees compliance with the Code of Conduct through Great-West Lifeco’s Chief Compliance Officers who monitor compliance with the Code of Conduct and report to the Audit Committee on such compliance at least annually. Officers and employees must report known and suspected breaches of the Code of Conduct to the Chief Compliance Officers, and Directors must report known and suspected breaches to Great-West Lifeco’s senior legal officer or to the Chairman of the Board. All reported breaches and results of investigations are reported to the Audit Committee by the Chief Compliance Officers.

All Directors, officers and employees of Great-West Lifeco (and of Great-West Lifeco’s subsidiaries) are required to confirm annually their understanding of, and agreement to comply with, the Code of Conduct (which contains standards of business conduct regarding conflicts of interest), and pursuant to the Code of Conduct all officers and employees must disclose any actual or potential conflicts of interest to their local Compliance Officer or to the Chief Compliance Officer, and Directors must disclose any actual or potential conflicts of interest to Great-West Lifeco’s senior legal officer or to the Chairman of the Board.

There have been no material change reports filed that pertain to any conduct of a Director or executive officer that constitutes a departure from the Code of Conduct.

In order to help ensure that Directors exercise independent judgment in considering transactions and agreements in respect of which a Director or an executive officer has a material interest, the Director or executive officer having a conflict of interest must declare his/her interest and excuse himself or herself from the meeting during the consideration of and voting on that particular matter. If a conflict of interest arises on a non-material matter, the Director must declare his/her interest and abstain from discussion and voting.

Any potential conflicts that may arise between Great-West Lifeco and Power Financial or its affiliates are dealt with by the Conduct Review Committee as described in Board of Directors and Board Committees.