The Board of Directors of Intact Financial Corporation (the “Board of Directors”) and Management welcome interaction with shareholders and believes that it is important to have direct regular and constructive engagement with them in order to allow and encourage open dialogue and the exchange of ideas. To facilitate such engagement, this policy outlines how the Board of Directors may communicate with shareholders and how shareholders can communicate with the Board of Directors. The Policy also describes how Management interacts with shareholders.
- How the Board of Directors and Management communicate with shareholders
1.1 Board of Directors
Intact Financial Corporation (the “Company”) is committed to having regular and constructive engagement directly with its shareholders to allow and encourage shareholders to express their views on governance matters directly to the Board of Directors outside of the annual meeting. The Board of Directors will annually communicate information about the Board of Directors and individual directors, the Company’s corporate governance and executive compensation practices through the Company’s management proxy circular.
The Board of Directors encourages shareholder participation at the Company’s annual shareholder meetings as well as through informal meetings throughout the year as necessary. Each director nominee will attend the annual meeting, absent a compelling reason. At each annual meeting, the chairs of each board committee will be available to respond to shareholder questions. The Board of Directors encourages shareholders to attend the Company’s annual meeting as it provides a valuable opportunity to discuss the Company, its corporate governance and other important matters.
Our website also provides extensive information about the Board of Directors, its mandate, the board committees and their mandates, and our directors.
1.2 Management
Management communicates with shareholders in many ways. The primary form of communication is through the Investor Relations team, which communicates with shareholders on a daily basis. Other means of communications with the shareholders include the Company’s annual report, annual information form, quarterly reports, public accountability statement, news releases, website, presentations at investor and industry conferences and other meetings. In addition, our quarterly earnings call is open to all and we hold our annual meeting of Shareholders at different locations across Canada so that all our shareholders have the opportunity to participate.
The following are the primary spokespeople to shareholders and the investment community:
- Chief Executive Officer;
- Executive Vice-President, Governance and Capital Management;
- Senior Vice-President & Chief Financial Officer; and
- Vice-President, Investor Relations
They meet periodically with investor representatives to discuss the financial and business performance of the Company.
- How shareholders can communicate with the Board of Directors and Management
2.1 Board of Directors
In between annual meetings, the Company supports an open and transparent process for shareholders to contact the Board of Directors, including the chairs of our board committees, through the office of the Secretary of the Company.
Shareholders are encouraged to be specific in their communications such that inquiries can be directed to appropriate contacts and replied to efficiently and effectively.
The Secretary has been designated by the Board of Directors as its agent to receive and review communications and meeting requests addressed to directors. The Secretary will determine whether the communication received is a proper communication to the Board of Directors or should be addressed by Management.
The Board of Directors has the right to decline requests for meetings for any reason it deems appropriate, including where the proposed topics are not appropriate and in order to limit the number of such meeting requests to a reasonable level and prioritize acceptances based on the interests of all shareholders. The Chairman of the Board of Directors will determine which directors will attend any such meeting. Topics suitable for Board of Directors – shareholder communications include:
- Board of Directors structure and composition;
- Board of Directors performance;
- Chief Executive Officer performance;
- executive compensation;
- succession planning;
- corporate governance practices and disclosure;
- material strategic decisions; and
- overall corporate performance.
If Management receives any questions that the Board of Directors should be made aware of, the information will be passed on to the Secretary to consider for communication to the Board of Directors.
The Board of Directors will endeavour to respond to all appropriate correspondence in a timely manner. On a quarterly basis, the Secretary reports to the CRCG committee on all communications sent to the Board of Directors and reviews and considers responses in relation to corporate governance matters.
Shareholders or other stakeholders of the Company may communicate with the Board of Directors by mail, e-mail or telephone by contacting the Company’s Corporate Secretary.
Contact details:
Frédéric Cotnoir
Senior VP, Corporate and Legal Services and Secretary
Intact Financial Corporation
2020, boul. Robert-Bourassa, 6th floor
Montréal, Québec H3A 2A5
Email: corporate.secretary@intact.net
Phone: 514-985-7111 x 83131 or 1-888-221-7111 (toll-free within North America)
2.2 Management
Questions or concerns regarding the Company’s general business operations, financial results, strategic direction and similar matters are most appropriately addressed by Management.
Shareholders may also make their views known through individual voting for directors, an annual say-on-pay advisory vote and other matters submitted to shareholders for approval. In addition, shareholders may put forward shareholder proposals in accordance with applicable rules and procedures.
Management will endeavour to respond to all appropriate correspondence in a timely manner.
Shareholders or other stakeholders of the Company may communicate with Management by mail, e-mail or telephone by contacting the Company’s Investor Relations department.
Contact details:
Intact Financial Corporation
Investor Relations Department
700 University Avenue, Suite 1500
Toronto, Ontario M5G 0A1
E-mail: ir@intact.net
Phone: (416) 941-5336 or 1-866-778-0774 (toll-free within North America)
The Board of Directors and Management recognize that shareholder engagement is an evolving practice in Canada and globally, and will review this policy periodically to ensure that it is effective in achieving its objectives.