Board and committee charters and membership
The mandate of the Board, which it discharges directly or through its seven Board Committees, is to supervise the management of the business and affairs of the Corporation, and includes responsibility for strategic planning, review of operations and the risks associated with the Corporation’s diverse businesses, disclosure policies, oversight of financial reporting and other internal controls, corporate governance, Director orientation and education, talent management and succession planning, senior management compensation and oversight, and Director compensation and assessment.
Board CharterOpens in a new window
For a list of Directors, including their biographical information, please visit our Leadership page.
The primary mandate of the Audit Committee is to review the financial statements of the Corporation and public disclosure containing financial information and to report on such review to the Board, to be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure containing financial information and to oversee the work and review the independence of the external auditor. The mandate also includes the responsibility to recommend to the Board the appointment and/or removal of the Chief Actuary, the Chief Financial Officer and the Chief Internal Auditor, to review and approve their mandates, to assess their performance, to review the independence and assess the effectiveness of each of the oversight functions and to review and approve their organizational structures and resources. The Audit Committee is also responsible for reviewing, evaluating and approving the internal control procedures that are implemented and maintained by management. The Audit Committee is required to meet, at least annually, with the Risk Committee.
Audit Committee CharterOpens in a new window
- Siim A. Vanaselja, Chair
- Deborah J. Barrett
- Robin Bienfait
- Elizabeth C. Lempres
The primary mandate of the Conduct Review Committee is to require management to establish satisfactory procedures for the consideration and approval of transactions with related parties, to review and, if deemed appropriate and to approve related party transactions.
Conduct Review Committee CharterOpens in a new window
- Deborah J. Barrett
- David G. Fuller
- Elizabeth C. Lempres
The primary mandate of the Governance and Nominating Committee is to oversee the Corporation’s approach to governance matters, to recommend to the Board effective corporate governance policies and processes, to assess the effectiveness of the Board, of Board Committees and of the Directors, and to recommend to the Board candidates for election as Directors and candidates for appointment to Board Committees.
Governance and Nominating Committee CharterOpens in a new window
- R. Jeffrey Orr, Chair
- Marcel R. Coutu
- André Desmarais
- Paul Desmarais, Jr.
- T. Timothy Ryan
- Brian E. Walsh
The primary mandate of the Human Resources Committee is to support the Board in its oversight of compensation, talent management and succession planning. This includes the responsibility to approve compensation policies, to review the designs of major compensation programs, to approve compensation arrangements and any benefit or perquisite plans for senior executives of the Corporation and to recommend to the Board compensation arrangements for the Directors and for the President and Chief Executive Officer. The mandate also includes the responsibility to review succession plans for the President and Chief Executive Officer and other senior executives, to review talent management programs and initiatives and to review the leadership capabilities required to support the advancement of the Corporation’s strategic objectives. The Human Resources Committee is also responsible for considering the implications of the risks associated with the Corporation’s compensation policies, plans and practices.
Human Resources Committee CharterOpens in a new window
- Claude Généreux, Chair
- Marcel R. Coutu
- André Desmarais
- Paul Desmarais, Jr.
- Susan J. McArthur
- R. Jeffrey Orr
- T. Timothy Ryan
- Brian E. Walsh
The primary mandate of the Investment Committee is to oversee the Corporation’s global investment strategy and activities, including approving the Corporation’s investment policy and monitoring the Corporation’s compliance with the investment policy. The mandate also includes reviewing the Corporation’s annual investment plan and monitoring the Corporation’s investment performance and results against the annual investment plan and monitoring emerging risks, market trends and performance, investment regulatory issues and any other matters relevant to the oversight of the Corporation’s global investment function.
Investment Committee CharterOpens in a new window
- Paula B. Madoff, Chair
- Deborah J. Barrett
- Marcel R. Coutu
- Paul Desmarais, Jr.
- David G. Fuller
- Claude Généreux
- Susan J. McArthur
- R. Jeffrey Orr
The primary mandate of the Reinsurance Committee is to advise on the Corporation’s reinsurance transactions. The mandate also includes reviewing and approving management’s recommendations with respect to policies applicable to reinsurance.
Reinsurance Committee CharterOpens in a new window
- Gregory D. Tretiak, Chair
- David G. Fuller
- Elizabeth C. Lempres
- Paula B. Madoff
- Paul A. Mahon
- R. Jeffrey Orr
- Brian E. Walsh
The primary mandate of the Risk Committee is to review and recommend to the Board the Enterprise Risk Management Policy (“ERM Policy”) and the Risk Appetite Framework (“RAF”) and to approve the Own Risk and Solvency Assessment Report and other policies and controls to identify and manage the Corporation’s principal risks. The Committee also reviews compliance with, and the effectiveness of, the Corporation’s ERM Policy and RAF, risk management policies and controls, reviews the risk impact of business strategies, capital plans, financial plans and new business initiatives, and recommends to the Board, and monitors compliance with, the Corporation’s Code of Conduct. The mandate also includes the responsibility to recommend to the Board the appointment and/or removal of the Chief Risk Officer and the Chief Compliance Officer and to approve their mandates, to assess their performance and the effectiveness of the risk management and compliance oversight functions, and to review and approve the organizational structure and resources of the risk management and compliance oversight functions. The Risk Committee is required to meet, at least annually, with the Audit Committee and with the Corporation’s Chief Internal Auditor.
Risk Committee CharterOpens in a new window
- Gregory D. Tretiak, Chair
- Michael R. Amend
- Robin Bienfait
- Heather E. Conway
- André Desmarais
- Gary A. Doer
- Elizabeth C. Lempres
- T. Timothy Ryan
- Siim A. Vanaselja
Subsidiary Boards and Board committees
The boards and board committees of Canada Life and Empower have similar mandates.