Board of Directors Qualifications

Board of Directors

4.1 The board shall consist of that number of directors, being a minimum of seven (7) and a maximum of ten (10), as is fixed by the directors from time to time.

4.2 The person appointed from time to time by the Board to serve as the president and chief executive officer of the Company, shall, by virtue of holding that office, be a director.

4.3 The other directors shall be elected for a term of three years in rotation, with one-third (or as close to one-third as is mathematically possible) of the total number of directors to be elected for a period of three years at every Annual General Meeting to fill the places of the retiring directors.

4.4 Retiring directors shall, if otherwise qualified, be eligible for re-election.

4.5 Nomination. Any eligible policyholder may be nominated for election as a director by written nomination signed by three other policyholders who are qualified to vote filed at the Head Office of the Company no less than 25 days in advance of the meeting at which directors are to be elected.

4.5.1 The Board shall annually appoint a Nomination Committee consisting of at least four members, all of whom need not be directors. The Nomination Committee shall conduct the following due diligence on each person seeking election or re-election as a director:

4.5.2 Confirm each person’s qualifications to be elected as a director;

4.5.3 Assess each person’s personal and professional integrity and commitment to promote the long term interests of the Company, and his or her commitment to devote adequate time to serve as a Board member;

4.5.4 Interview each person;

4.5.5 And provide a report thereon to the policyholders at the Annual General Meeting prior to the election of directors.

Qualifications of Directors

5.1 No person shall be eligible for election or re-election as a director after having attained his 75th birthday.

5.2 Notwithstanding any other provision of the By-laws of the Company, the following persons are not eligible to be elected as a Director of the Company:

  1. An Insurance Broker or Insurance Agency associated with the Company, or anyone having a financial interest in an insurance brokerage or insurance agency associated with the Company;
  2. A Director, Officer, shareholder, employee or agent of an Insurance Brokerage or Insurance Agency business associated with the Company;
  3. An employee of the Company, other than the President and Chief Executive Officer;
  4. A Director or Officer of another Insurance Company other than an insurance company which is a subsidiary or affiliate of the Company or the Farm Mutual Reinsurance Plan Inc.;
  5. A spouse, child, parent, parent-in-law or sibling of any of the foregoing.

What is the Board’s Job?

Directors have a duty to exercise due diligence in overseeing the activities of the Company. They are required to act in ‘good faith’ and in the best interest of the Company. Each Board member is responsible for providing governance to the Company, insuring its financial well-being, representing the Company to the community, and accepting ultimate legal authority for it. To fulfil these responsibilities, Board members must:

  • Regularly attend board meetings and important related meetings;

  • Actively participate in committee work;

  • Willingly accept assignment and complete them thoroughly and on time;

  • Stay informed about Board matters, prepare well for meetings, and review and comment on minutes and reports;

  • Get to know other Board members and build a collegial working relationship that contributes to consensus;

  • Actively participate in Board’s annual evaluation and planning efforts.