Co-operative governance

The Co-operators evolved from the dreams and efforts of like-minded individuals. The co-operative spirit that inspired our founders in 1945 continues to guide the organization today and into the future.

Our co-operative governance structure encourages dialogue, open involvement, democratic decision making and reasonable return on capital.

Democratic structure

Unlike shareholder organizations, The Co-operators Group Limited is 100% democratically controlled and jointly owned by its members. Large or small, each member has an equal vote at the Annual General Meeting.

Our members appoint representatives to regional committees who nominate the board of directors of The Co-operators Group Limited. In this way, our Board of Directors is representative of our diverse membership.

Board of Directors

Our 22-member Board of Directors consists of individuals elected from representatives of our member organizations across Canada. All directors are independent from management and unrelated to the day-to-day operations of the business.

Board mandate

The board’s primary objective is to provide broad direction to the organization. The board directs the activities related to our corporate mission and operates independently from the day-to-day management of the business. Additionally, board members fulfil roles on standing and ad hoc board committees.

The board is responsible for key governance issues such as:

  • ensuring the organization’s financial viability
  • articulating the mission, vision and values
  • setting the strategic direction and monitoring performance
  • the appointment, selection and performance management of the President and CEO
  • ensuring that The Co-operators maintains a leadership role in the insurance industry and co-operative movement

Management is responsible for the day-to-day guidance and operation of the company. Major decisions, such as significant investment transactions, acquisitions, business arrangements or alliances must be submitted to the board for approval. Each year, the board reviews the financial statements and strategic business plans for the company and regularly monitors its progress in achieving these plans.

Board committees and responsibilities

The following is a brief summary of the key responsibilities of the committees of the board.

The Audit Committee assists the board in fulfilling its oversight of the quality and integrity of the system of internal controls and financial reporting practices of the Company. It plays a liaison role between the internal and external auditors, the board and  management. It evaluates the performance and independence of the internal and external auditors and reviews their audit reports and findings with respect to internal controls, accounting policies and disclosure of company affairs. The committee also has a responsibility to oversee and monitor the compliance of the financial reporting policies and internal control processes that management puts in place, with accounting standards and applicable laws and regulations.

The Corporate Governance and Conduct Review Committee recommends policies and practices to (a) maintain high standards and best practices in corporate and co-operative governance and (b) enhance governance effectiveness through board and director education and performance management programs. On behalf of the board, the committee provides oversight to the Company’s compliance function; carries out responsibilities with respect to the Self-Dealing provisions of the Insurance Companies Act; and deals with any other matters mandated by or arising from the Act, as amended. In addition, it deals with matters involving conflicts of interest and the conduct of related parties to The Co-operators. The committee also reviews and advises management on the board of directors budget.

The Member and Co-operative Relations Committee provides oversight to strategic initiatives that ensure The Co-operators delivers on its goal to be the insurance provider of choice for member and co-operative clients and plays a leadership role in the national and international co-operative communities. The committee oversees member recruitment, admission, eligibility and termination. It also considers membership issues including member engagement, participation and democratic functioning. The committee oversees membership and reviews strategies to advance The Co-operators co-operative identity with its key stakeholders. The committee also has responsibility for The Co-operators Democratic Structure Review process.

The Risk and Compensation Committee oversees our Enterprise Risk Management (ERM) Program and Own Risk and Solvency Assessment process; provides advice on strategic issues linked to our top risks; and discharges the board’s responsibilities in relation to lending and investment programs. The committee ensures that the Company’s responsibilities related to The Co-operators Retirement Plan are fulfilled; develops compensation programs for the Board of Directors and President and CEO, for the board’s approval; administers the CEO compensation and performance management programs; and ensures that effective management succession plans are in place.

The Sustainability and Citizenship Committee provides oversight of the sustainability performance of The Co-operators group of companies. It reviews and recommends policies, strategies and annual plans to advance us toward our sustainability vision, and monitors strategy and policy implementation and stakeholder engagement. The committee advises the board on the sustainability impact of key decisions, as well as emerging sustainability issues, risks and opportunities. It also provides oversight of The Co-operators Foundation programs.