What is the Board’s Job?Directors have a duty to exercise due diligence in overseeing the activities of the Company. They are required to act in ’good faith’ and in the best interest of the Company. Each Board member is responsible for providing governance to the Company, insuring its financial well–being, representing the Company to the community, and accepting ultimate legal authority for it. To fulfil these responsibilities, Board members must:•Regularly attend board meetings and important related meetings;•Actively participate in committee work;•Willingly accept assignments and complete them thoroughly and on time;•Stay informed about Board matters, prepare well for meetings, and review and comment on minutes and reports;•Get to know other Board members and build a collegial working relationship that contributes to consensus;•Actively participate in Board’s annual evaluation and planning efforts.
Board of Directors
Board of Directors4.1.The board shall consist of that number of directors, beinga minimum of seven(7) anda maximum of ten (10), as isfixedbythedirectors from time to time. 4.2.The person appointed from time to time by the Board to serve asthe president and chief executive officer of the Company shall, byvirtue of holding that office, be a director.4.3.The other directors shallbe elected for a term of threeyears inrotation, with one-third (or as close toone-third asis mathematicallypossible) of the totalnumber of directors to be elected for a period ofthree years at every AnnualGeneral Meetingto fill the places of the retiring directors.4.4. Retiringdirectors shall, if otherwise qualified, beeligible for re-election.4.5.Nomination. Any eligible policyholder may be nominated for election as a director bywritten nomination signed bythreeother policyholderswho are qualified to vote filedat the Head Office of theCompany no less than25 daysin advance of the meeting atwhichdirectors are tobe elected. 4.5.1. The Board shall annuallyappoint a NominationCommittee consisting of atleast four members, allof whom need not bedirectors. The Nomination Committee shall conduct the followingdue diligence oneach personseekingelection or re-electionas a director: 4.5.2. Confirm each person’s qualification tobe elected as a director; 4.5.3. Assesseach person’s personal and professional integrity andcommitment to promote the long term interestsof the Company, and his or her commitment to devote adequate time to serve as a Board member; 4.5.4. Intervieweach person; 4.5.5. Andprovide a report thereon to thepolicyholders at the AnnualGeneral Meeting prior to the electionofdirectors.Qualification of Directors5.1 No person shall be eligible for election or re-election as a director after having attained his 75th birthday.5.2. Notwithstanding any other provision of the By-laws of the Company, the following persons are not eligible to be elected as a Director of the Company:a.An Insurance Broker or Insurance Agent associated with the Company, or anyone having a financial interest in an insurance brokerage or insurance agency associated with the Company; b.A Director, Officer, shareholder, employee or agent of an Insurance Brokerage or Insurance Agency business associated with the Company; c.An employee of the Company, other than the President and Chief Executive Officer; d.A Director or Officer of another Insurance Company other than an insurance company which is a subsidiary or affiliate of the Company or the Farm Mutual Reinsurance Plan Inc.;e.A spouse, child, parent, parent-in-law or sibling of any of the foregoing.