Nomination Committee

The Nomination Committee of the Germania Mutual Insurance Company is actively seeking qualified directors to serve on our Board of Directors. The board is aware that there will be natural openings for new directors occurring in the years; 2018, 2019 and 2020 although there is always an opportunity for new qualified directors to be elected at any Annual General Meeting (AGM) of the members. With this in mind the Board of Directors has deemed it prudent to initiate an evergreen list of possible directors for these Board of Director positions. Any Director candidate must have been a policyholder of the corporation for at least one (1) year.

The Germania Mutual is part of the cooperative movement and is subject to both the Provincial Corporations Act and the Insurance Act from a governance standpoint. As such the Corporation will have the position of President (Manager/CEO) reporting to a Board of Directors. The present Germania Board is made up of nine (9) directors with each being elected for a term of three (3) years and with three (3) director’s terms expiring annually in rotation.

One of the Board’s primary obligations is to ensure they have qualified directors serving on the Board. One method of ensuring director quality is through the training and education of current directors. A second means of ensuring Director quality is through the services of a strong Nomination Committee with responsibility for reviewing both existing and new director candidates. This ensures existing directors are qualified to let their name stand for re-election while also being responsible for vetting new candidates seeking election for the first time.

The vetting process for all candidates whether incumbents or new directors will include three key areas. The first will include review of the director qualifications as stated in our corporate by-laws and further detailed in the Corporations Act.

The second will focus on the Hallmarks of effective Corporate Governance by the Board and its members:

Judgement
Initiative
Responsiveness
Operational excellence
Knowledge

In the final phase the Company has identified nine core competencies that are critical to overall Board effectiveness. The board recognizes that no candidate whether an incumbent or a new director candidate will garner a high level of expertise in all nine areas. The expectation will be however that all director candidates will carry some level of knowledge in all areas, while carrying a higher level of expertise in some categories. These competencies include:

1) Governance and ethics
2) Board and CEO performance
3) Leadership
4) Strategic planning
5) Financial literacy
6) Risk management oversight
7) Insurance principles and practices
8) Internal control and independent oversight
9) Regulatory compliance

Again there is no expectation that all directors will be experts in all areas and it should also be noted that the expertise expectation is that of a director not as an officer of the corporation. A good example of this would be “Financial Literacy”. As a director you are not expected to have the expertise of a CPA (Certified Professional Accountant) but there is an expectation that you can read and understand a financial statement.

As Chairman of the Nomination Committee I would encourage interested policyholders to contact either of the undersigned to learn more about the Director nomination process.

Tim Farquhar
Chairman
Nomination Committee
Germania Mutual Insurance Company

or

Daniel J. Hill
President/CEO
Germania Mutual Insurance Company
1-519-665-2041 or 1-888-418-7770
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