Board of Directors

Chair of the Board

The Chair of the Board is an independent director. He or she is responsible for providing leadership that enhances the effectiveness and independence of the Board. The Board Chair manages the Board’s affairs to assist the directors in carrying out their responsibilities and helps the Board operate cohesively. The Board Chair’s key duties can be found in the PDF Position Description for the Chair of the Board.

Board Committee Chair

The Chair of a Board Committee is responsible for providing leadership to enhance effective and independent functioning of the Committee in order that the Committee may fulfil its duties and responsibilities as outlined in its Committee Charter. Committee Chairs, in consultation with the Chair of the Board, may engage independent advisors at the expense of Sun Life. Each Chair generally holds the position for 5 years. The Committee Chairs’ key duties can be found in the PDF Position Description for Committee Chairs.

Board of Directors

The Board is responsible for supervising the management of the business and affairs of Sun Life. Each Director participates in fulfilling the Board’s stewardship role by acting honestly and in good faith with a view to the best interests of Sun Life and exercising the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Board’s key duties and responsibilities can be found in the PDF Charter of the Board of Directors and the principal duties and responsibilities and key attributes of each Director can be found in the PDF Position Description for the Directors and in the PDF Management Information Circular.

Chief Executive Officer

The CEO is required to be a director on the Board of Directors, according to the Insurance Companies Act (Canada). The CEO is responsible for championing the Sun Life’s global mission, purpose and values, managing Sun Life’s resources to ensure optimal performance, and setting a standard for culture, conduct and character through his or her own behaviour and actions. The CEO develops the leadership capabilities and succession required for execution of the strategy and long-term success of Sun Life and provides leadership in the vision, purpose, governing principles, risk management, and regulatory compliance, consistent with Sun Life’s risk appetite and culture.

PDF Position description: Chief Executive Officer

The mission of the Board of Directors is to be a strategic asset of the organization measured by the effective execution of its overall stewardship role and the contribution the Directors make – individually and collectively – to the long-term success of the enterprise.

PDF Charter of the Board of Directors

For issues that require in-depth review, the Board of Directors delegates the responsibility to Board Committees.

Here is a brief summary of some of the key responsibilities of the Board Committees.

Audit Committee

Helen M. Mallovy Hicks (Chair)
Deepak Chopra
Patrick Cronin
Laurie G. Hylton
Stacey Madge

The Audit Committee (the “Committee”) is responsible for assisting Sun Life’s Board of Directors (the “Board”) in overseeing the integrity of financial statements and related information provided to shareholders and other stakeholders, compliance with financial regulatory requirements, adequacy and effectiveness of the internal controls implemented and maintained by management, and assessing the qualifications, independence, and performance of the external auditor. The Committee also acts as the audit committee for certain subsidiaries of Sun Life that are federally regulated financial institutions in accordance with the applicable provisions of the Insurance Companies Act (Canada) and the Trust and Loan Companies Act (Canada). 

Charter of the Audit Committee

Governance Committee

Stephanie L. Coyles (Chair)
Deepak Chopra
David H.Y. Ho
Laurie G. Hylton
Stacey Madge

The Governance Committee (the “Committee”) is responsible for assisting Sun Life’s Board of Directors (the “Board”) in overseeing (i) the development of effective corporate governance guidelines and processes, including those addressing the effectiveness of the Board and its committees and director succession planning and recruitment; (ii) Sun Life’s Investment Plan and investment performance, including investment practices, procedures and controls related to the management of the general fund investment portfolio; (iii) sustainability matters including Sun Life’s Sustainability Policy, Sustainability Strategy (including the development of a Climate Transition Plan),Sustainability Report, and OSFI B-15 Risk Management Report; and (iv) compliance and compliance management programs, including compliance with legal and regulatory requirements, the identification and management of compliance risks and the development of policies and processes to sustain ethical behaviour. The Committee also serves as the conduct review committee of Sun Life and the conduct review committee for certain subsidiaries of Sun Life that are federally regulated financial institutions in accordance with applicable provisions of the Insurance Companies Act (Canada) and Trust and Loan Companies Act (Canada).

PDF Charter of the Governance Committee

Management Resources Committee

Joseph M. Natale (Chair)
Stephanie L. Coyles
Ashok K. Gupta
David H. Y. Ho
Marie-Lucie Morin

The Management Resources Committee (the “Committee”) is responsible for assisting the Board of Directors (the “Board”) with oversight of succession planning for senior executive positions and programs to effectively attract, retain, develop, and reward employees. It provides guidance to management on advancing the talent agenda to achieve strategic objectives and foster Sun Life’s culture. The Committee reviews incentive designs and governance of material incentive programs against alignment with business objectives and avoiding excessive risk taking. The Committee reviews the implications of key enterprise risks, including people and culture risks pertaining to compensation design and human resources practices. In addition, the Committee reviews compensation matters, including the remuneration of executives who have a material impact on the risk exposure of Sun Life.

PDF Charter of the Management Resources Committee

Risk Committee

Ashok K. Gupta (Chair)
Patrick Cronin
Helen M. Mallovy Hicks
Marie-Lucie Morin
Joseph M. Natale

The Risk Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) whose primary functions are to assist the Board with oversight of (i) current and emerging risks enterprise-wide, and (ii) the Risk Management function, to ensure that management has in place programs, policies, processes and controls designed to identify and effectively manage the significant risks to which Sun Life is exposed and has sufficient capital to underpin those risks. It reviews and approves all risk management frameworks and policies and reviews compliance with those frameworks and policies. In addition, where the Board has delegated risk oversight to other committees of the Board, the Committee provides the Board with an integrated view of oversight of risk management across all Board committees. The Committee regularly monitors Sun Life's risk profile to ensure it is within the agreed risk appetite and that Sun Life's capital position exceeds regulatory capital requirements, and monitors and recommends to the Board for approval, the specific risk limits allocated to the businesses and the annual Capital Plan.

PDF Charter of the Risk Committee