Corporate GovernanceBoard of Directors

Structure

The Board of Directors consists of 10 members. The directors all have very good knowledge of the insurance industry as well as its realities and challenges. They understand financial statements and the risks facing insurance companies. Before their appointment, the directors are subject to a background check. Only independent directors can sit on the Committees of the Board (the Audit Committee and the Conduct Review and Corporate Governance Committee).

The independence of each of the members is assessed before their appointment at the Annual Shareholders’ General Meeting, which usually takes place in February. Based on the criteria established by statutory authorities, 7 members were considered as independents in 2011: Mrs. Paule Doré, Marie-Louise Parent and Guylaine Saucier and Messrs. Yves G. Breton, André Leroux, Pierre Monahan and Robert Tessier.

Duties and responsibilities

The Board of Directors is responsible for the following:

• Supervise the administration of the business and affairs of the insurance companies of AXA in Canada
• Establishes policies concerning investments, effective management of the risks and related party transactions procedures, while requiring management to establish policies for the governance program
• Ensures that management establishes a process allowing to determine the desired level of capital, while also ensuring that capital management strategies are in place
• Adopts a strategic planning process, financial and business objectives as well as financial statements, and reviews the integrity and the efficiency of internal control and management information systems of the insurance companies of AXA in Canada

The Chairman of the Board

The Board of Directors appointed among its members a Chairman of the Board, who is not the Chief Executive Officer, Mr. Jean-Denis Talon, whose mission is to adequately communicate information to the Board so that it is informed of all issues concerning the insurance companies, and thus fulfil its mandate. If necessary, the Chairman of the Board is the Board’s spokesperson with management.

Duties and responsibilities

The Chairman of the Board is responsible for the following:

• Organizes and chairs meetings
• Asks the Secretary to summon an extraordinary meeting of the Board of Directors based on a definite agenda
• Monitors the relevance of the information presented to the Directors and makes sure that the Board has enough time to discuss it
• Ensures that the oversight independent functions have the necessary resources to fulfil their respective mandates
• Supervises the internal auditor
• Assesses and monitors the performance of the Board and its Committees

Governance

The principles governing the functioning and the organization of the Board of Directors, as well as the remuneration of its members, are formalized in the by-laws and the Board of Directors’ mandate, which describes the Board of Directors’ related duties as well as its responsibilities.

The Board of Directors meets quarterly.

Continuing Education

The secretariat prepares and maintains an up-to-date Directors’ handbook to aid new and existing members of the Board. Upon arrival, new members receive training on the activities, business and affairs of the insurance companies, their environment and the organizational structure. This training includes a presentation on the governance program. Furthermore, training sessions are regularly given to the Directors. Also, management makes sure that the directors have access to relevant information regarding factors and trends touching on activities, business and affairs of the insurance companies, including a review of the best governance practices, financial information and risk management.