Director Position on Pro-Demnity Board

The term of a Pro-Demnity Board member has a maximum period of nine years, subject to annual re-election by the OAA. Board meetings are held four to five times each year and Committees usually meet four times per year. We currently work on a hybrid meeting approach, with half our board meetings in person, half held virtually.  All Committee meetings are currently held virtually. When held in person, meetings are usually in Toronto. Our Annual and General Meeting of our Shareholder is held virtually in late March, and attendance at that meeting is encouraged.

Directors are expected to serve on at least one of the Standing Committees (Conduct Review, Governance & Nomination (CRGN) Committee; Finance & Audit (F&A) Committee; Human Resources (HR) Committee) and may participate in any ad hoc committees of the Board. The committee assignments are driven by a combination of Directors’ expertise, succession planning within the Board, the Company’s future needs, peer evaluation, recommendations of the CRGN Committee, and approval by the Board.

Pro-Demnity reimburses Board members for actual expenses incurred to fulfill their role (e.g., travel and accommodation costs when necessary) and has a small annual education allocation for each Director. In addition, Directors receive an annual retainer and per meeting attendance fee.