Governance
Corporate Governance
The Board of Directors is responsible for oversight of risk management and internal control systems and policies. The Board of Directors has established Board of Directors level risk committees at group and subsidiary levels, whose members are largely independent of management. These committees meet quarterly to oversee and challenge the development and effectiveness of risk management frameworks and priorities and to review risk reporting.
The Group Risk Management function, under the direction of the Group Chief Risk Officer, promotes sound and effective risk management across the Company by (i) ensuring the effective processes are in place to identify, assess, monitor, manage and report the risks to which the Company is or might be exposed, (ii) facilitating the setting of risk tolerances, limits and appetite by the Board and (iii) providing comprehensive and timely information on material risks which enables the Board and the Risk Committee to understand the overall risk profile of the Company. The Group Chief Risk Officer liaises with Risk Officers at subsidiary levels to develop consistency of approach with respect to risk identifying, assessing, monitoring, managing and reporting tailored to the operations of the subsidiaries.
All Risk Officers at group and subsidiary levels report directly to their relevant risk committees. In addition, there are management level risk and underwriting committees at group and subsidiary levels with escalation processes to Board of Directors level committees.
Trisura Group Ltd. Board of Directors
Trisura Group Ltd. Risk Committee
Trisura Group Ltd. Audit Committee
Trisura Canada Risk Committee
Trisura US Audit and Risk Committee
Group Risk Management Function
Entity Level Risk Management Functions
Entity Level Management Underwriting and Risk Committees
Board of Directors
Chair of the Board and Chair of the Governance and Compensation Committee
Mr. Myhal is the President and CEO of Windermere Investment Corp., a private investment company active in capital markets, real estate and private equity. Previously, he spent 37 years with Brookfield Asset Management and related companies in various capacities. Mr. Myhal was President and CEO of Partners Value Investments from 2015 to 2018. He was a Senior Managing Partner of Brookfield from 2001 to 2014 and President and CEO of Trilon Financial Corporation from 1992 to 2001. Mr. Myhal has served on numerous public company boards and has extensive experience in the financial services industry including insurance, banking, asset management and capital markets. He qualified as a Chartered Accountant in 1981, holds a Bachelor of Applied Science degree and Honorary Doctor of Laws from the University of Toronto.
Director and Chair of the Risk Committee
Mr. Hedges served as a director and CEO of Greenlight Capital Re, Ltd., a specialist property and casualty reinsurer, from August 2011 to March 2017. He also served as a director of Greenlight Reinsurance Ireland from 2011 to March 2017. Mr. Hedges previously served as President and Chief Underwriting Officer of Greenlight Reinsurance, Ltd. from January 2006 to August 2011. Mr. Hedges has over 30 years of experience in the property and casualty insurance/reinsurance industry. Prior to joining Greenlight Reinsurance, Ltd., Mr. Hedges served as President and Chief Operating Officer of Platinum Underwriters Bermuda, Ltd., a property, casualty and finite risk reinsurer, from July 2002 until December 2005 where he was responsible for the initial start-up of the company and managed the company’s day-to-day operations. His previous experience includes serving as executive vice president and Chief Operating Officer of Bermuda -based Scandinavian Re, a former insurance and reinsurance company, and actuarial consultant at Tillinghast-Towers Perrin, a management consulting and software solutions company focused on insurance and financial services. Mr. Hedges received his B.S. in Mathematics, Computer Science Concentration, from Towson State University in 1987, is a Fellow of the Casualty Actuarial Society and a Qualified Risk Director.
Director and Chair of the Audit Committee
As President of Carfin Inc., the private investment company vehicle for a Toronto-based high net worth family, Mr. Gallagher oversees the management of a global investment portfolio. He joined Carfin in 2016. He is a member of the Investment Committees for the University of Guelph and Vice-Chair of the Investment Committee for the Sinai Health Foundation. Previously, Mr. Gallagher was Chief Financial Officer at Wittington Investments, Limited with public and private holdings that included George Weston Limited, one of North America’s largest food processing and distribution groups and Selfridges Group Limited, an international fashion retail company. Prior to this, he held leadership roles with Avana Group, Fairwater Capital, Oxford Developments and PriceWaterhouseCoopers. Mr. Gallagher is a past member of the boards of Guelph University and Sinai Health Systems and past President of the Board of the Children’s Aid Society of Toronto. He has previously served on the boards of the Caledon Institute of Social Policy, Rostland Corporation, Ryerson Oil and Gas and Northern Geophysical of America. Mr. Gallagher holds the Institute of Corporate Directors designation, is a Chartered Professional Accountant and holds a Bachelor of Commerce Degree from Lakehead University.
Director, President and CEO, Trisura Group Ltd.
Mr. Clare has been President and CEO of Trisura since October 2018. Previously, Mr. Clare was Senior Vice President and Chief Investment Officer of Trisura from February 2018 to October 2018. Prior to joining Trisura, Mr. Clare was a Vice President at Partners Value Investments Inc. Mr. Clare previously worked in corporate development and strategy at a large financial services holding company. He holds a Bachelor of Commerce degree from Queen’s University.
Director
Ms. Haque has been the President of Imperial Windsor Group, a private investment company, and the R. Howard Webster Foundation, a philanthropic foundation, since 2023. Previously, Ms. Haque served as Partner, General Counsel and Secretary at Sagard, a multi-strategy alternative asset management firm, from 2017 to 2023, where she was responsible for overseeing all aspects of legal and compliance affairs at the firm and was a member of the firm’s Executive Committee. Prior to that, Ms. Haque was with Power Corporation of Canada (TSX: POW), from 2008 to 2017, where she served as Assistant General Counsel and Assistant Secretary. Ms. Haque previously practiced corporate / M&A law at Dentons LLP, a global law firm. Ms. Haque holds Common Law (LL.B) and Droit Civil (LL.L) degrees from the University of Ottawa, and is a member of the Law Society of Upper Canada and the Barreau du Quebec. She has served and continues to serve as a Director or Chair of a number of charitable or not-for-profit boards of directors or community initiatives.
Director
Ms. Lanthier is a Partner, Chief Investment Officer and Portfolio Manager at Richter. Previously, she served as President and Chief Investment Officer, Public Markets of Fiera Capital from October 2020 to May 2022. She has also served in a number of senior roles at PSP Investments from 2006 to 2020, including Senior Director and Managing Director of Public Markets Investments, and most recently as the Senior Vice President and Global Head, Capital Markets. Ms. Lanthier has over 25 years of experience in developing investment strategies and managing portfolios of equities, bonds, derivatives and alternatives. Ms. Lanthier is a Chartered Financial Analyst and holds a Master of Science in Finance and Bachelor of Business Administration from Laval University.
Director
Ms. Madon is President and Chief Executive Officer of Blumont Annuity Company. Previously she was Senior Advisor, Brookfield Asset Management since 2020. Prior to that, from 2007 to 2019, Ms. Madon held a number of senior roles at Manulife including Chief Accountant, Chief Auditor and Executive Vice President and CFO, Manulife Canada. Previously, she held senior roles at Royal Bank of Canada and Ernst & Young. Ms. Madon currently sits on the boards of Foresters Financial, Forum Real Estate Income and Impact Fund and Appleby College. Ms. Madon holds an MBA from the University of Toronto Rotman School of Management and an ESG Competent Boards certification and Designation (GCB.D). Ms. Madon has been recognized as a Fellow of the Chartered Professional Accountants of Ontario and has been named a winner of the 2024 Canada’s Most Powerful Women: Top 100
Director
Ms. Sham served as Executive Vice President, Strategy and Corporate Development, at iA Financial for four and a half years before her retirement in October 2023. Prior to that, she was head of corporate development of Intact Financial Corporation, a leading P&C insurance company in Canada, overseeing all M&A activities including international expansion and an IPO. Earlier in her career, she was in life insurance consulting in the US and reinsurance in Canada. In addition to life and P&C insurance, her areas of practice also included auto warranty, asset and wealth management. Ms. Sham has a Masters of Science degree from Rutgers University and is a Fellow of the Society of Actuaries.
Director
Mr. Taylor served as the Chairman and a director of Trisura Guarantee from 2013 to 2017. As a co-founder of Trisura Guarantee, Mr. Taylor served as the CEO of the company from its inception in 2006 until 2012. From 2002 to 2005, he acted as a management consultant to London Guarantee Insurance Company, a specialty liability underwriter, to assist in the transition of the business following its sale to The St. Paul Companies. Previously, Mr. Taylor was the President and CEO of London Guarantee Insurance Company. He has served the Anglican Diocese of Niagara in various stewardship capacities, including as a member of its financial advisory board and budget committee, as well as Chairman of its insurance committee. Mr. Taylor received his MBA from McMaster University in 1976 and Bachelor of Applied Science in chemical engineering from the University of Waterloo in 1970.
A focus on ESG
Trisura believes that acting responsibly toward all stakeholders is fundamental to operating a productive, profitable and sustainable business. This underlies our philosophy of conducting business with a long-term perspective in a sustainable and ethical manner.
Environment
Climate change is one of the greatest challenges of our times. Countries, including United Kingdom, United States, Germany, Italy, France and Japan, have committed to achieving net-zero emissions by 2050. Canada has made intensive efforts to target 40-50 percent emission reduction by 2030. Climate-related risks are strategically relevant to our business over time.
Although Trisura’s property exposure is primarily related to fronted programs, physical and weather-related risks have an impact on the property-exposed business that Trisura retains, and we continue to adapt our business to the impacts of climate change through enhanced catastrophe modelling, adjustments to pricing practices related to severe weather, continuing to refine how we select property-exposed business and structure appropriate reinsurance coverage.
Social
We recognize the importance of taking responsibility for charitable efforts, both globally and within the communities in which we operate.
We value our employees, actively seek opportunities to develop them and to ensure they are engaged. We are committed to fostering, cultivating, and preserving a culture of diversity and inclusion. Equity and inclusion are imperative to our business. To that effect, Trisura has also engaged a service provider to assist with the development of an equity framework, which we intend to implement.
Governance
The Board has ultimate oversight of ESG strategy, which includes oversight of climate related risks and opportunities. The Board receives regular updates on Trisura's ESG initiatives throughout the year.
The Governance Committee is responsible for implementing the board diversity policy, monitoring progress towards the achievement of its objectives and recommending to the Board any necessary changes that should be made to the policy. The Board committed to meeting the gender diversity target of at least 30% of Directors identifying as women; with the election of Sacha Haque at our 2024 annual meeting of shareholders the Board has exceeded this target with 4 out of 9 Directors identifying as women.
Please refer to our Management Information Circular and Management Discussion and Analysis for more detailed ESG-related disclosure.