SHAREHOLDER ENGAGEMENT POLICY
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.
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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 meeting, as it provides a valuable
opportunity to discuss the Company, its corporate governance, and other
important matters. The Board of Directors also encourages shareholder
participation at informal meetings throughout the year as necessary. .
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 and earnings calls, social impact report, annual
meeting of shareholders, news releases, website, presentations at investor and
industry conferences and other meetings.
The following are the primary spokespeople to shareholders and the investment
community:
- Chief Executive Officer;
- Executive 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.
1.3 Live broadcasts
Management hosts live webcasts and conference calls of quarterly earnings
releases which are accessible to shareholders and other interested parties,
and are archived on our website for a year. The company’s annual meeting
of shareholders is also broadcasted via live webcast where shareholders may
submit questions.
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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, composition, and performance;
- Chief Executive Officer performance;
- executive compensation;
- succession planning;
- employee engagement and talent retention;
- diversity & inclusion;
- climate transition strategy;
- corporate governance practices and disclosure;
- oversight of risks, including ESG-related risks;
- capital allocation strategy;
- 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 Compliance Review and Corporate Governance 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
EVP and Chief Legal Officer
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: 416 341-1464 x41004 or 1-888-221-7111 (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.
A copy of this policy is available on the Company’s website.