1 PAMIC Corporate Governance Presentation September 23, 2015 Kevin Tate – CFO The Philadelphia Contributionship.

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Presentation transcript:

1 PAMIC Corporate Governance Presentation September 23, 2015 Kevin Tate – CFO The Philadelphia Contributionship

2 Corporate Governance Presentation Corporate Governance Annual Disclosure (“CGAD”) 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 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 2

3 Corporate Governance Presentation CGAD Key Area #1 – Corporate Framework and Structure 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 3

4 Corporate Governance Presentation CGAD Key Area #2 – Policies and Practices - Board and its Committees 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? 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 - ??? 4

5 Corporate Governance Presentation CGAD Key Area #3 – Direction of Senior Management 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 5

6 Corporate Governance Presentation CGAD Key Area #4 – Oversight of Critical Risk Areas 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? 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 6