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Board of directors and board committees

Board of directors and board committees

The mandate of the Board, which it discharges directly or through one of the 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, senior management compensation and oversight, and Director compensation and assessment.

Audit Committee

The primary mandate of the Audit Committee is to review the financial statements of the Corporation and public disclosure documents 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 documents that contain 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 Internal Auditor, the Chief Financial Officer, the Chief Actuary and the Chief Compliance Officer, 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.

  • Siim A. Vanaselja, Chair
  • Deborah J. Barrett
  • Chaviva M. Hošek
  • James M. Singh

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 and to review and, if deemed appropriate, to approve related party transactions, and to recommend to the Board a code of conduct applicable to directors, officers and employees of the Corporation.

  • Chaviva M. Hošek, Chair
  • Jerome J. Selitto
  • James M. Singh

Executive Committee

The primary mandate of the Executive Committee is to approve strategic goals and objectives for the Corporation, to review and approve, and to monitor the implementation of, the Corporation’s annual business, financial and capital plans, to review the risks associated with the Corporation’s diverse businesses, to approve disclosure policies, and to supervise the management of the business and affairs of the Corporation when the Board is not in session.

  • R. Jeffrey Orr, Chair
  • Marcel R. Coutu
  • André Desmarais
  • Paul Desmarais, Jr.
  • Gary A. Doer
  • David G. Fuller
  • Claude Généreux
  • J. David A. Jackson
  • Paul A. Mahon
  • Susan J. McArthur
  • Rima Qureshi
  • Donald M. Raymond
  • Henri-Paul Rousseau
  • T. Timothy Ryan
  • Jerome J. Selitto
  • James M. Singh
  • Gregory D. Tretiak
  • Siim A. Vanaselja
  • Brian E. Walsh

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 Directors, of Committees of the Board and of the Directors, and to recommend to the Board candidates for election as directors and candidates for appointment to Board Committees.

  • R. Jeffrey Orr, Chair
  • Marcel R. Coutu
  • André Desmarais
  • Paul Desmarais, Jr.
  • J. David A. Jackson
  • 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 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.

  • Claude Généreux, Chair
  • Marcel R. Coutu
  • André Desmarais
  • Paul Desmarais, Jr.
  • J. David A. Jackson
  • Susan J. McArthur
  • R. Jeffrey Orr
  • T. Timothy Ryan
  • Brian E. Walsh

Investment Committee

The primary mandate of the Investment Committee is to oversee the Corporation’s global investment strategy and activities, including reviewing and approving the Corporation’s investment policy and related investment procedures, guidelines and limits. It also monitors the Corporation’s compliance with the investment policy and ensures that it aligns with the Corporation’s Enterprise Risk Management Policy (“ERM Policy”) and Risk Appetite Framework (“RAF”). The mandate also includes reviewing and approving the Corporation’s annual investment plan and monitoring the Corporation’s consolidated performance and results against the annual investment plan, reviewing and approving the authority, mandate and effectiveness of the Corporation’s Chief Investment Officer, and reviewing emerging risks, market trends and performance, investment regulatory issues and any other matters relevant to the oversight of the Corporation’s global investment function.

  • R. Jeffrey Orr, Chair
  • Marcel R. Coutu
  • André Desmarais
  • Paul Desmarais, Jr.
  • Gary A. Doer
  • David G. Fuller
  • Claude Généreux
  • J. David A. Jackson
  • Paul A. Mahon
  • Susan J. McArthur
  • Rima Qureshi
  • Donald M. Raymond
  • Henri-Paul Rousseau
  • Timothy Ryan
  • Jerome J. Selitto
  • James M. Singh
  • Gregory D. Tretiak
  • Siim A. Vanaselja
  • Brian E. Walsh

Risk Committee

The primary mandate of the Risk Committee is to recommend to the Board the appointment and/or removal of the Chief Risk Officer and to approve the mandate of the Chief Risk Officer, to assess the performance of the Chief Risk Officer and the effectiveness of the risk management oversight function, to review and approve the organizational structure and resources of the risk management oversight function, to review the ERM Policy, the RAF and the Own Risk and Solvency Assessment Report, to review and approve policies and controls to identify and manage the Corporation’s principal risks, to review compliance with, and the effectiveness of, the Corporation’s ERM Policy and RAF, risk management policies and controls, and to review the risk impact of business strategies, capital plans, financial plans and new business initiatives. The Risk Committee is required to meet, at least annually, with the Audit Committee and with the Corporation’s Chief Internal Auditor. The Chief Risk Officer can call a meeting of the Risk Committee.

  • Gregory D. Tretiak, Chair
  • Marcel R. Coutu
  • André Desmarais
  • Paul Desmarais, Jr.
  • Gary A. Doer
  • David G. Fuller
  • Claude Généreux
  • J. David A. Jackson
  • Susan J. McArthur
  • R. Jeffrey Orr
  • Rima Qureshi
  • Donald M. Raymond
  • Henri-Paul Rousseau
  • T. Timothy Ryan
  • Jerome J. Selitto
  • James M. Singh
  • Siim A. Vanaselja
  • Brian E. Walsh

Subsidiary Boards and Board committees

The Great-West Life, London Life, Canada Life and Great-West Financial Boards and Committees have similar mandates except for their Investment Committees whose primary mandates are to review the investment of their respective funds and to monitor adherence to the investing and lending policies, standards, procedures and guidelines that have been approved by the Boards or by the appropriate Board Committees of those companies.