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

2. 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

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

4. 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

5. 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

6. 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.)

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

8. Understanding Your Role as a Board Member

9. Defining and Developing a Best Practices Approach to Governance

10. HIGH PERFORMANCE BOARD BAROMETERS

11. The Role of Management

12. Evaluating the CEO

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

14. The Right Fit

15. Performance Evaluation Practices & Policies

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