Corporate Governance

Corporate Governance Practices

Great-West Lifeco believes in the importance of good corporate governance and the central role played by directors in the governance process. Great-West Lifeco believes that sound corporate governance is essential to the well being of Great-West Lifeco and its shareholders.

Great-West Lifeco is a financial services holding company with interests in the life insurance, health insurance, retirement savings, investment management and reinsurance businesses.

Great-West Lifeco has operations in Canada and internationally through its subsidiaries:

• The Great-West Life Assurance Company
• London Life Insurance Company
• The Canada Life Assurance Company
• Great-West Life & Annuity Insurance Company
• Putnam Investments, LLC

Corporate governance practices are aligned between Great-West Lifeco and Great-West Life, London Life, Canada Life and Great-West Life & Annuity. The directors of Great-West Life, London Life and Canada Life are the same as the Directors of Great-West Lifeco, and most of the directors of Great-West Life & Annuity are also Directors of Great-West Lifeco.

Each of Great-West Life, London Life, Canada Life and Great-West Life & Annuity has adopted essentially the same Board and Committee mandates and other governance structures, processes and practices as Great-West Lifeco, and the Board of Great-West Lifeco monitors whether the mandates and other governance structures, processes and practices have been implemented and/or followed by these subsidiaries.

In 2005, the Canadian Securities Administrators (the "CSA") adopted National Policy 58-201 - Corporate Governance Guidelines (the "Policy") which sets forth a number of suggested guidelines on corporate governance practices (the "CSA Guidelines"). Under the Policy, issuers are encouraged to consider the CSA Guidelines in developing their own corporate governance practices.

In the Board’s view, no single corporate governance model is superior or appropriate in all respects. The Board believes that Great-West Lifeco’s governance system is effective and is appropriate to its circumstances, and that there are in place appropriate structures and procedures to ensure the Board’s independence from management and to ensure that actual or potential conflicts of interest between Great-West Lifeco and any of its affiliates are dealt with appropriately.

Furthermore, any review of governance practices should include consideration of long-term returns to shareholders, as the Board believes this to be an important indicator of the effectiveness of a governance system.