Insurance Review - Summer 2013

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Page 9 of 27

Navigating the regulatory matrix OSFI corporate governance Corporate directors have adjusted to significant changes in the governance environment during the last year. On the regulatory front, the Office of the Superintendent of Financial Institutions (OSFI) continues to implement new guidelines, causing companies to think and react. In parallel, the voice of shareholders has never been louder, pressuring companies to adopt structural governance changes by submitting proposals on board declassification, splitting CEO and board chair roles, and majority voting. In this update, we highlight key changes to OSFI guidelines on corporate governance, responses adopted by the insurance industry and an analysis of a framework that supports a holistic response for compliance. 8 Changing the rules of insurance

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