Role of the Board William St. John President & CEO 20/20 Foresight

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Presentation transcript:

Role of the Board William St. John President & CEO 20/20 Foresight

Corporate Governance Annual Disclosure The CGAD Model Act The NAIC defines corporate governance as structures, policies and processes through which an organization or entity is managed and controlled. Model Laws require that governance practices will be reviewed through confidential filings on an annual basis

The Big Picture Seismic shifts in regulatory approach by the NAIC and Insurance Departments •Retrospective > Prospective •Company > Enterprise •Financial Statement > Governance •Rules > Principals

The Big Picture Documentation is required to show: 1. A solid corporate governance structure 2. Supported by an operational, effective risk management governance framework 3. A board which includes the knowledge, industry experience and qualifications to make decisions based on the risk tolerance and risk profile of the company

ROLE OF THE BOARD CGAD PERSPECTIVE QUALIFICATIONS Section 5B(2) - The duties of the board and how they are governed, as well as how the boards leadership is structured, including roles of the CEO and Chairman of the Board

What constitutes a conflict of interest? A conflict of interest is a transaction or arrangement that benefits an officer, board member, or employee on a personal level. People other than board members may also present a conflict of interest, including board members who are related to employees, immediate relatives of board members, and dual-capacity individuals (a person who is an employee that also serves on the board.)

ROLE OF THE BOARD SET STRATEGIC DIRECTION SET POLICIES PROVIDE FISCAL OVERSIGHT

Understanding Your Role as a Board Member

Defining and Developing a Best Practices Approach to Governance

HIGH PERFORMANCE BOARD BAROMETERS

The Role of Management

Evaluating the CEO

Evaluating the CEO CGAD Style 1. Qualifications for Management 2. Executive Compensation practices and policies

The Right Fit

Performance Evaluation Practices & Policies

IN SUMMARY *CGAD *ROLE OF THE DIRECTOR *BOARD BEST PRACTICES *ROLE OF THE BOARD VS THE ROLE OF MANAGEMENT *EVALUATING THE CEO