Code of Conduct and Corporate Governance
Principles of the Code of Ethics
As part of the group, the Company has adopted the Manulife Financial Corporation Code of Business Conduct and Ethics. The Code is intended to provide guidance on workplace ethics, business ethics, procedures for handling conflicts of interest, management of personal and confidential information, and compliance with ethics and laws.
All Company employees are required to comply with these guidelines, attend training and complete annual certification.
Compliance, Risk Management
Conduct and regulatory risks are present in many staff activities throughout the organisation (including front, middle, back office and supporting functions).
As defined in our three lines of defense model, business areas act as the first line of defense and are responsible for identifying and managing regulatory and conduct risks applicable to their activity.
Compliance along with other control functions (for example Risk) act as the second line of defense providing guidance, monitoring and oversight of business activity.
The third line of defense is Internal Audit, who provide independent assurance over the operation of controls in the first and second line.
Although conduct and regulatory risk are separate risk categories, where these materialize it can often result in reputation and financial risk which can be substantial depending on the circumstances of the breach.
Governance for Board of Director and Board of Commissioner
The Board believes that it operates most effectively as a unitary Board, with an appropriate balance of Board of Directors, Independent Commissioner and Board of Commissioner who have a connection with the Company’s principal shareholder. No individual should be able to dominate the Board’s decision making.
The Chairman of Board of Commissioner is responsible for the leadership of the Board and for ensuring its effectiveness in all aspects of its role through regular monitoring and evaluation of Board of Directors.
The Chief Executive of Board of Directors is responsible for the executive management of the Company, including the creation of shareholder value over the long-term through growth in profits and the recommendation of the Company’s strategy and budget.
The Independent Commissioner acts as a sounding board for the Chairman of Board of Commissioner, is responsible for the evaluation of the Chairman’s performance and serves as an intermediary for the other Directors as necessary. The Independent Commissioner is available to shareholders if they have concerns which cannot be resolved through discussion with the Chairman of Board of Commissioner or the Board of Directors.
Directors must ensure that their other commitments do not conflict or materially interfere with their responsibilities to the Company. Directors are required to notify the Company Secretary in advance of any actual or potential conflicts through other directorships or shareholdings. They must disclose to the Board any potential conflicts of interest they may have in relation to any matter under discussion by the Board and, if appropriate, refrain from participating in discussions and voting on a matter in which they have a conflict.
Member of Board of Commissioners and Directors are expected to attend all Board meetings and meetings of its Committees on which they serve and to spend the time needed in preparation for such meetings. In addition, Directors should stay abreast of the Company's business and markets. The agenda for each Board meeting is established by the Chairman of Board of Commissioners and the Chief Executive of Board of Directors with the Company Secretary.
The Company Secretary is responsible for ensuring there are appropriate information flows between the Board and its Committees and senior management. The Company Secretary, along with the Chairman, will regularly review the Board and Company’s governance arrangements with a view to ensuring they remain fit for purpose, and recommend or develop initiatives to strengthen the governance of the Company.
The Board and each Board Committee may hire legal, accounting, financial or other advisers as necessary in their best judgment to obtain advice with respect to the discharge of their responsibilities without the need to obtain the prior approval of any officer of the Company, although such advice would usually be coordinated by the Company Secretary.