PAMIC
Corporate Governance Presentation
September 23, 2015
Kevin Tate – CFO
The Philadelphia Contributionship
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Corporate Governance Presentation
Corporate Governance Annual Disclosure (“CGAD”)
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What Is It? – Filing that includes narrative/documentation (no prescribed format) –
Responding to inquiries relative to four key areas:
• Governance framework and structure
• Policies and practices of the Board and its Committees
• Policies and practices for directing senior management
• Oversight of critical risk areas
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What Isn’t It? – Should not be construed to prescribe or impose Corporate Governance
standards/ internal processes
•
Takeaway – Report and disclose your company’s practices re Corporate Governance
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Corporate Governance Presentation
CGAD Key Area #1 – Corporate Framework and Structure
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Board and its Committees
• How are they structured and governed?
• How is Board leadership structured?
• What are roles and duties of Chairman and CEO?
•
Company Response – Narrative and Documentation
• # of Board Members
• Listing of Board Committees
• Investment, Executive, Audit, Compensation, Risk, Nominating, etc.
• Company By Laws and Committee Charters
• Items requiring Board/Committee approval
• CEO job description
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Corporate Governance Presentation
CGAD Key Area #2 – Policies and Practices - Board and its Committees
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Board Policies and Practices
• Qualifications of each Board/Committee member, including Independence
• Frequency of meetings and Board/Committee member attendance
• How are Board/Committee members selected? Term limits?
• Performance evaluation and compensation?
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Company Response
• Bios of Board Members – All are independent
• Meeting schedule and attendance records
• Members are paid only for meetings they attend
• Selection of Members – Responsibility of Nominating Committee
• Compensation – Board Compensation Surveys
• Performance - ??? Self Evaluation - ???
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Corporate Governance Presentation
CGAD Key Area #3 – Direction of Senior Management
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•
Direction of Senior Management
• Suitability Standards – Appropriateness of experience, background and integrity
• Code of Conduct and Business Ethics
• Succession Plans – CEO and Senior Management
• Performance Evaluation and Compensation
Company Response
• Hiring Practices – Resumes, references, psychological profile/testing
• Code of Ethics and Conflict of Interest Policy Statement – Signed annually by all EEs
• Succession Planning
• Individual Development Plans for all EEs
• Key Employee Retention – Managed Risk within ERM
• Performance Evaluation/Compensation
• Annual Performance Reviews
• Bi - Annual Compensation Surveys – Base and bonus
• Short Term Incentive Comp – Financial (U/W profit, production, expense
management) and individual performance goals
• Long Term Incentive Comp – Surplus Growth
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Corporate Governance Presentation
CGAD Key Area #4 – Oversight of Critical Risk Areas
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How does Board and its Committees ensure proper oversight of critical risk areas?
• Delegation of responsibilities between Board/Committees/Management
• Method by which Board/Committees are informed re:
• Strategic and Business Plans and associated business risks
• Critical risk areas – How are they managed and how frequently reported up to
Board/Committees?
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Company Response
• Delegation of responsibilities –By Laws, Committee Charters and Actions Requiring Board
Approval
• Business Plans – Presented annually and performance vs Plan evaluated quarterly
• Critical Risk Areas – ERM Dashboard – Quarterly reporting to Risk Committee
• 24 Identified Risks
• 9 Managed Risks – Risk Tolerances Established re 6 of these
• 15 Monitored Risks
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