Corporate GovernanceGovernance Structure

The Chairman of the Board

Choosing among its members, the Board of Directors appoints a Chairman of the Board who is not the Chief Executive Officer. His mission is to adequately communicate information to the Board. The Chairman of the Board ensures that the Board fulfils its mandate to oversee the insurance companies’ activities and affairs. If necessary, the Chairman of the Board acts as the Board’s spokesperson with management, and works towards building a constructive and professional relationship between both.

The Committees of the Board

The Board of Directors relies on the work of two Committees all comprised of independent directors (the Audit Committee and the Conduct Review and Corporate Governance Committee) to examine and report on specific subjects of interest to their mandate.

Otherwise, the Board of Directors of AXA Canada relies on the work of the Remuneration Committee to examine and report on the remuneration of the top executives.

Independent Oversight Functions

On the recommendation of Management and the Board’s committees, the Board of Directors appoints the following independent oversight functions for a one-year mandate: the appointed actuaries for Property & Casualty and for Life, the peer reviewers for Property & Casualty and for Life, the internal and external auditors, the business continuity manager, the chief risk officer, the chief compliance officer and the anti-money laundering officer.

These independent oversight functions report periodically to the Audit Committee or the Conduct Review and Corporate Governance Committee. The Board’s committees review their efficiency and independence and ensure that they have the appropriate resources.

Management and other committees

Management consists of the President and Chief Executive Officer, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. This organization relies on the work of specific committees, including the Management Committee, the Investment Committee and the Risk Management Committee.