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 Lifeco, and includes responsibility for strategic planning, review of operations and the risks associated with Lifeco’s diverse businesses, sustainability matters, 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 Charter

For a list of Directors, including their biographical information, please visit our Leadership page.

Audit Committee

The primary mandate of the Audit Committee is to review Lifeco’s financial statements and public disclosure containing financial information, and, at its discretion, sustainability-related disclosures, and to report on such review to the Board, to be satisfied that adequate procedures are in place for the review of Lifeco’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 Appointed 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 Charter

Siim A. Vanaselja, Chair
Deborah J. Barrett
Robin Bienfait
Heather E. Conway

Conduct Review Committee

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 Charter

Deborah J. Barrett , Chair
Michael R. Amend
Heather E. Conway
Dhvani D. Shah

Governance and Nominating Committee

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 Charter

R. Jeffrey Orr, Chair
Heather E. Conway
Marcel R. Coutu
André Desmarais
Paul Desmarais, Jr.
Susan J. McArthur
T. Timothy Ryan
Brian E. Walsh

Human Resources Committee

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 new significant employee benefit plans or perquisite plans for senior executives of Lifeco 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 Lifeco’s strategic objectives. The Human Resources Committee is also responsible for considering the implications of the risks associated with Lifeco’s compensation policies, plans and practices.

Human Resources Committee Charter

Claude Généreux, Chair
Heather E. Conway
Marcel R. Coutu
André Desmarais
Gary A. Doer
Susan J. McArthur
R. Jeffrey Orr
James P. O’Sullivan
T. Timothy Ryan
Dhvani D. Shah
Brian E. Walsh

Investment Committee

The primary mandate of the Investment Committee is to oversee Lifeco’s global investment strategy and activities, including approving Lifeco’s investment policy and monitoring Lifeco’s compliance with the investment policy. The mandate also includes reviewing Lifeco’s annual investment plan and monitoring Lifeco’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 Lifeco’s global investment function, including sustainability matters.

Investment Committee Charter

Paula B. Madoff, Chair
Deborah J. Barrett
Marcel R. Coutu
Paul Desmarais, Jr.
Claude Généreux
Susan J. McArthur
R. Jeffrey Orr
James P. O’Sullivan
Dhvani D. Shah
Brian E. Walsh

Reinsurance Committee

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 Charter

Brian E. Walsh, Chair
Jake P. Lawrence
Paula B. Madoff
R. Jeffrey Orr
Dhvani D. Shah

Risk Committee

The primary mandate of the Risk Committee is to provide oversight of Lifeco’s principal risks and ensure effective processes are in place for identification, measurement, management, monitoring and reporting on enterprise risk and compliance. The Risk Committee reviews and recommends to the Board the Enterprise Risk Management Policy (“ERM Policy”) and the Risk Appetite Framework (“RAF”) and approves the Own Risk and Solvency Assessment Report and other policies and controls to identify and manage Lifeco’s principal risks. The Risk Committee also reviews compliance with, and the effectiveness of, Lifeco’s ERM Policy, RAF and 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, Lifeco’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 Lifeco’s Chief Internal Auditor.

Risk Committee Charter

Jake P. Lawrence, Chair
Michael R. Amend
Robin Bienfait
Heather E. Conway
André Desmarais
Gary A. Doer
T. Timothy Ryan
Siim A. Vanaselja

Subsidiary Boards and Board committees

The board committees of Canada Life and Empower have similar mandates.