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Investors Group
Inc. is one of Canada’s premier mutual fund, managed
asset and personal financial services companies. Today, its
controlling shareholder, Power Financial Corporation, directly
or indirectly holds 59.7% of its outstanding shares.
The Company has
two operating units – Investors Group and Mackenzie Financial
Corporation. In addition to an exclusive family of mutual
funds, managed asset and other investment vehicles, Investors
Group offers a wide range of mortgage, insurance and brokerage
services. Mackenzie offers a family of mutual and segregated
funds, provides trustee, administrative and securities services
and offers a wide variety of deposit and lending products.
Operating in the financial services industry, the Company
is already subject to many guidelines and regulations concerning
its affairs. The Company believes that active Boards and Board
Committees are the cornerstone of sound corporate governance,
and offers the following comments with respect to its governance
practices.
Board and
Board Committees
The Board of
the Company is comprised of 19 Directors, and there are four
Committees of the Board. A total of 21 Board and Board Committee
meetings are scheduled for 2003. The mandate of the Board
is to supervise the management of the business and affairs
of the Company. Some of the key functions of the Board of
Directors include succession planning, evaluating the performance
and effectiveness of senior management, reviewing the strategic
plans developed by senior management, identifying risks and
assessing controls, and developing an effective approach to
governance issues.
The management
of Investors Group’s mutual funds is supervised by a
separate Board of Directors composed of individuals who are
not Directors of the Board of the Company except for the President.
The management of Mackenzie’s mutual funds is also supervised
by a separate Board of Directors, a majority of whom are independent.
The mandates of the various Committees of the Board of the
Company are as follows:
Executive
Committee
The Executive Committee exercises all powers for the Board
of Directors between meetings of the Board, except those powers
which by law cannot be delegated to an executive committee.
Its mandate is to supervise the management of the business
and affairs of the Company. The Executive Committee is responsible
for the development of position descriptions for senior management,
the recommendation, after consultation, of appointments to
senior management, the review of senior management’s
performance and effectiveness, the determination of senior
management’s compensation and establishing the limits
of senior management’s responsibilities. The Executive
Committee is involved on an ongoing basis in reviewing and
approving the strategic plans developed by management, as
well as the annual business plans incorporating business objectives
and key results for which management is also responsible.
Eight meetings are scheduled for 2003.
Public
Policy Committee
The Public Policy Committee reviews and assesses the Company’s
policies and procedures with respect to charitable contributions,
personnel policies and employment practices and other matters
relative to the Company’s response to its social obligations
and to the public interest in the conduct of its business.
Two meetings are scheduled for 2003.
Audit Committee
The primary mandate of the Audit Committee is to review
the quarterly and annual financial statements, public disclosure
documents containing financial information and reports to
be filed with regulatory authorities in connection with the
financial condition of the Company. In addition, the Audit
Committee reviews and monitors the role of the external auditor
and ensures that appropriate internal control procedures are
in place to address identified business risks. The Audit Committee
regularly meets separately with the external auditor, without
the presence of management. Four meetings are scheduled for
2003.
Investment
Committee
The Investment Committee’s mandate is to monitor the
investment operations of the Company and its subsidiaries.
The Committee is responsible for reviewing compliance with,
and approving changes in, the investment policy of the Company
and its subsidiaries. Three meetings are scheduled for 2003.
Board and Board Committee Composition
The majority of the 19 directors on the
Board are considered to be unrelated to the Company. In addition,
a number of directors are free from any interests in, or relationships
with, either the Company or its controlling shareholder.
There are a majority of Directors unrelated
to the Company on all Committees of the Board, and the Audit
Committee is comprised entirely of non-management Directors.
The Chairs of the Board Committees are all non-management
Directors.
Board Operation
The Chairman’s responsibility toward
the efficient operation of the Board includes the recommendation,
after consultation, of appropriate candidates for nomination
to the Board, recommendations concerning Directors’ compensation,
and any change that would improve the working of the Board.
The Chairman, together with the Chief Executive Officer, also
provides new Directors with an orientation to assist the Directors
in becoming acquainted with the affairs of the Company. The
Board of Directors itself determines the effectiveness of
its size to ensure efficiency and to facilitate effective
decision-making. It is ultimately the role of the Company’s
shareholders, however, to assess the effectiveness of the
Board of Directors.
The strategic and annual business plans
for the Company are submitted to the Board for ratification.
Management is expected to implement the plans, achieve the
objectives and anticipated results, and to report regularly
to the Board and the Executive Committee on their progress.
Committees may, at the expense of the
Company, retain such professional advisors as the Committees
deem appropriate for purposes of carrying out their duties
and responsibilities.
Shareholder Communications
In addition to the public documents the
Company is required to file with the various regulatory authorities,
the Company regularly communicates with its shareholders and
the financial community through quarterly reports, the annual
report and press releases, as needed. A question period is
reserved for shareholders at the end of each Annual Shareholder’s
Meeting and shareholders are invited to ask questions or address
their comments to the directors and senior officers of the
Company. Any shareholder wishing to contact the Company may
do so through the Corporate Secretary’s Department.
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