The main responsibility of the Board of Directors is to oversee the management of business and affairs of the Company. In this regard, the Board establishes policies, reporting mechanisms and procedures in view of safeguarding the assets of the Company and ensuring its long-term viability, profitability and development. The Board appoints the following committees to assist it in its stewardship role: the Audit and Risk Review Committee, the Conduct Review and Corporate Governance Committee, the Human Resources Committee, and the Investment Committee. The Board may also appoint other Committees, such as Pension Committee or Risk Management Committee and others, as it deems appropriate.
The composition of the Board is determined based on applicable legal requirements and subject to the Co-operation Agreement and related documents executed by ING Canada Inc. and ING Groep N.V., effective December 15, 2004 (the ‘‘Co-Operation Agreement’’), as may be modified from time to time. The mandate of the Board requires complementary knowledge, skills and expertise on the part of the Directors, to enable them to positively contribute to the achievement of the Company’s corporate objectives. The Nomination Policy for the Board of Directors, as approved from time to time by the Board, serves as a guide to determine the composition of the Board.
The Board of Directors meets at least four (4) times per year. The calendar of meetings is determined at the end of the preceding year for the following year.
The Board of Directors supervises the management of the business and affairs of the Company. In exercising this role, the Board fulfills the following responsibilities:
- Strategic Planning
- Supervision over Senior Management and Succession Planning
- Financial Reporting & Disclosures
- Board of Directors
- Risk Management & Internal Controls
- Business Ethics, Compliance and Corporate Governance
- Access to External Auditor and Other Experts
1. Strategic Planning
Each year, the Board reviews, discusses and approves the strategic plan and the corporate objectives of the Company; it reviews and discusses attainment of results at each of its quarterly meetings, to ensure close monitoring of key objectives and prompt realignment, if judged appropriate.
In relation thereto, the Board reviews with management the opportunities and risks of the Company’s three-year plan, including the Budget for the following year.
As part of strategic planning, the Board also reviews and approves material transactions and reorganizations, such as acquisitions, dispositions, mergers, corporate reorganizations, alliances and financing.
2. Supervision over Senior Management and Succession Planning
The Board is responsible for ensuring that the Company is supported by an appropriate organizational structure including a CEO and other executives who have complementary skills and expertise to ensure the sound management of the business and affairs of the Company and its long-term profitability.
To play its role, the Board delegates this function to its Human Resources Committee that will make recommendations to the Board on the appointment, assessment, compensation and termination (if applicable) of the CEO and other executives and see to the assessment of Senior Management. The Committee will advise management in relation to its succession planning including the appointment, training and monitoring of senior management.
To support these objectives, the Human Resources Committee reviews, discusses and recommends or approves compensation and benefit plans for employees, management and Senior Management in view of attracting and retaining talent and linking total compensation to financial performance and the attainment of strategic objectives.
3. Financial Reporting & Disclosures
The Board of Directors is responsible for ensuring that the Company adopts appropriate policies and procedures for the accuracy of its financial statements and returns and the timely reporting and disclosure of financial information to regulators and shareholders, respectively.
The Board may delegate this function to the Audit and Risk Review Committee, which will review the Company’s annual and quarterly financial statements and management’s discussion and analysis and meet with the internal and external auditors and actuaries to discuss such statements and documentation. The Committee will approve or make recommendations to the Board for its approval of such statements and returns. The Committee may also review and approve press releases containing previously undisclosed financial information.
4. Board of Directors
The Board of Directors is responsible for ensuring that its own structure and composition are in compliance with applicable corporate governance legislation and best practices and that such structures are appropriate for the Company.
With a view to ensuring effective Board structure and composition, on an annual basis, the Board undertakes a self-assessment to evaluate the effectiveness of the Board and individual Board members. The Board may delegate to the Conduct Review and Corporate Governance Committee the nomination of new Board members and the implementation and review of the nomination process for new Board members.
To support corporate governance objectives, the Board may also delegate to the Conduct Review and Corporate Governance Committee the monitoring of the relationship with the majority shareholder and the Company’s corporate governance disclosure to be included in the Annual Report to shareholders.
5. Risk Management & Internal Controls
The Board is responsible for ensuring that the Company’s business strategies and allocations of capital are related to the Company’s risk appetite and tolerance. To this end, the Board must ensure that the Company has effective risk management programs and practices.
The Board may delegate this function to the Audit and Risk Review Committee, which will review the Company’s risk management programs and practices and evaluate the Company’s compliance with key operational risk policies and limits.
The Board is also responsible for ensuring that the Company has appropriate internal controls in place for the protection of the accounting and financial reporting process. The Board may delegate this function to the Audit and Risk Review Committee, which will evaluate and approve the Company’s internal control procedures, and establish procedures to receive submissions or complaints regarding accounting or auditing matters.
6. Business Ethics, Compliance and Corporate Governance
The Board of Directors is responsible for ensuring that the Company has the appropriate structures and programs in place to operate within the highest ethics, compliance and corporate governance practices.
The Board may delegate this function to the Conduct Review and Corporate Governance Committee, which will review the Company’s compliance programs including the ombudsman’s office, the privacy office, market conduct and corporate governance initiatives. The Committee will review the Company’s procedures to monitor its related party transactions and will approve permitted related party transactions. The Committee will also ensure that there are appropriate procedures in place for the identification and resolution of conflicts of interest.
7. Access to External Auditor and Other Experts
The Board of Directors enjoys a broad oversight function over many technical and specialised aspects of the business and affairs of the Company. As such, individual members of the Board are authorised to engage consultants including lawyers, auditors and actuaries at the expense of the Company, in appropriate circumstances.
It is the responsibility of the Board of Directors to ensure that consultants are retained only when necessary and that such consultants are retained prudently and without duplication.
The Board of Directors may delegate this function to the Conduct Review and Corporate Governance Committee, which will ensure that appropriate policies and procedures are in place to provide for the prudent engagement of consultants.
Upon the recommendation of the Audit and Risk Review Committee, the Board also recommends the appointment of the external auditor to the Shareholders.
Approved by the Board of Directors of ING Canada Inc. and its P&C Subsidiaries on November 7, 2006.
