BOARD OF DIRECTORS

TERMS OF REFERENCE

A. PURPOSE

The General Insurance Statistical Agency (GISA) by-law provides that the Board of Directors (the Board) shall manage the property and business of the GISA Corporation.

The mandate of the Board will be to provide stewardship and oversee the activities of the corporation, and provide strategic guidance to management. These Terms of Reference are intended to assist the Board in the fulfillment of its duties.

B. FUNCTIONS OF THE BOARD

The Chair of the GISA Board will:

chair GISA meetings and conference calls;
authorize GISA expenditures based on budget approved by the Board; and
act as primary industry and media contact regarding GISA initiatives.

All GISA Board Directors will:

Leadership

Provide leadership in setting the Vision and Mission and ensuring these reflect the current values and circumstances of the Corporation; establishing GISA’s strategic priorities and initiatives; and ensuring the sound management of the Corporation.

Ethics and Integrity

Set the ethical tone and create a culture of integrity throughout the organization and in relationships with stakeholders; foster compliance with the Code of Conduct for Directors.

Governance

Provide a structure and forums within which the work of the Committees can be discussed and regular reports received there from;
Review and approve GISA corporate policies, assessments, operating budgets, financial statements and corporate by-laws;
Consider and make decisions on recommendations of GISA Management Committee/ Secretariat and review and approve GISA minutes, reports, bulletins and publications; annual report to the Members;
Consider nominations and make appointments to Committees of the Board as necessary; and ensure current Terms of References are maintained by all Committees of the Board;
Participate in meetings, conference calls and Committees of the Board.

Communication, Disclosure and Compliance

Ensure policies and procedures are in place for compliance with applicable law, including timely disclosure of relevant corporate information and regulatory reporting;

Orientation / Education

Oversee the development and implementation of the Director Orientation programme and an ongoing Director Education programme.

Service Providers

Retain independent service providers, as required, to assist the Board in its activities;

Board Performance

Oversee and participate in an annual evaluation of Board performance;

All GISA Member Directors, in addition to the responsibilities articulated above, will:

Participate in the annual Members meeting;
Make recommendations for the appointment of the Officers of the Board and members of the Executive Committee of the GISA Board;
Elect Member Directors, Public Directors and Industry Directors to serve on the Board;
Facilitate identification of statistical plan data requirements and, if a rate board exists in the Member’s jurisdiction, facilitate coordination of such requirements with the rate board; and
Appoint GISA’s external auditors.

C. GENERAL

C.1	Composition
	GISA's Board of Directors is a triparte body comprised of up to thirteen members including eight regulators, three industry representatives and two public representatives

C.2	Election of Board Directors
	The Directors of the Board will be appointed in accordance with the governing by-law. The Board will be supported by the GISA Secretary-Treasurer.

C.3	Meeting Schedule
	The Board will meet or participate by conference call on a quarterly basis or more often, if required. The GISA Secretary-Treasurer, as Secretary of the Board will notify members of the meeting details.

C.4	Attendance and Substitution
	Substitutes may attend meetings of the Board with the consent of the Chair. However, substitutes would not be able to vote at meetings, in accordance with the governing by-laws.

C.5	Remuneration & Reimbursement of Expenditures
	Except for Public Directors, no Director shall receive any compensation from the Corporation. Expenditures incurred by Directors in the execution of their responsibilities shall be reimbursed in accordance with the terms specified under the Remuneration and Reimbursement Policy adopted by the Board.

C.6	Confidentiality
	The Board will, in the execution of its responsibilities, be governed by the principles articulated in the Code of Conduct for Directors adopted by the Board and posted on GISA's website.

C.7	Amendment of Terms
	These Terms of Reference may be amended from time to time. Any changes to the Terms of Reference must be approved by the Board.

D. Performance Review

At least once a year, the Board shall review the terms of its charter, assess individual and

collective effectiveness in the performance of their duties, and prepare a development plan

that identifies member training activities needed to improved the Board's oversight capacity.