Board Governance 101 for Insurance Companies
Insurers are led by their board of directors, with their strength and success largely determined by its leadership team and workforce. But this ability to grow really relies on the strength of governance provided.
The board makes key decisions and are ultimately responsible for the direction of a company including financial stability, compliance with the law, and strategic direction. For insurance entities, strong governance is essential for building and maintaining trust with policyholders, investors, and regulators alike.
This article will break down the core principles of board governance for insurance companies, highlighting key responsibilities and best practices.
Board governance in insurance: a brief overview
Board governance, simply put, refers to a framework of policies, structures and oversight mechanisms that guides how a board operates. This is true not just for insurance companies, but for virtually every organization.
Board governance framework aims to establish clear responsibilities for directors who sit on a board, ensuring they can properly oversee things such as strategic direction, risk management, and compliance with applicable laws.
Rather than being a single function, governance is an interconnected system involving multiple stakeholders, each with distinct responsibilities.
Because insurance in Canada is so highly regulated, a strong governance framework is critical to an insurer’s operations.
5 key principles for a proper insurance governance framework
There is no “single way” to create a high-quality insurance company framework.
The Office of the Superintendent of Financial Institutions (OSFI) in 2018 created a helpful Corporate Governance guideline to help financial institutions such as insurers create good governance structures.
A structured governance framework provides insurance companies with a roadmap for making transparent, accountable decisions
Any framework should be based on the following principles.
1. Compliance
For Canadian insurers, ensuring compliance with federal and provincial-based laws and regulations is a fundamental pillar of an effective governance framework.
These include laws related to registration, capital adequacy, financial reporting, consumer protection, disclosure, underwriting, lending exposure and corporate governance itself.
For example, in Ontario, corporate governance requirements exist under the Insurance Act, the Corporations Act, O. Reg. 637/00, Reciprocal Insurance Exchanges and Ont. Reg. 123/08, Corporate Governance (Part II.2 of the Act).
A Board of directors will need systems in place to ensure that they can maintain an up-to-date understanding of evolving compliance obligations, including both Canadian and international standards where applicable.
2. Risk oversight
Insurance is all about risk.
When a board of directors has robust risk management systems in place, it can allow insurers to proactively identify, assess and mitigate potential risks that could impact the company’s financial performance or reputation.
This involves establishing independent risk management functions to assess underwriting, operational and financial risks. It may also involve executing internal audit and compliance checks to ensure adherence to policies and regulations.
In Ontario, to use an example, the Financial Servies Regulatory Authority has published a Minimum Capital Test Guideline for casualty insurance companies and reciprocals, which requires an insurer to establish target capital rations based on the insurer’s risk profile.
3. Clarity of responsibilities
Clearly defining roles and responsibilities is essential for effective governance.
To achieve this, insurers should establish Board committees with well-documented mandates outlining their scope, authority, composition and reporting requirements.
Any responsibilities assigned to senior management (such as, for instance, executing a Board-approved strategy and managing risk), should be formally recorded in relevant policies, frameworks and governance documents to ensure clarity in accountability.
4. Ethical governance
Even though an insurance company’s role is to generate profit, it should ensure that their business is run ethically. Therefore, corporate responsibility and integrity must be embedded in a governance framework to foster ethical decision-making.
This requires, for instance, developing and enforcing a code of conduct that applies to directors, executives, and employees. It also involves addressing conflicts of interest to prevent self-dealing or unethical business practices.
In June 2024, the Canadian Council of Insurance Regulators (CCIR) released a report outlining recommendations concerning the governance and business culture, specifically, the fair treatment of customers.
Insurance boards can create a strong, accountable framework by integrating these governance principles into their operations.
5. Independence
The Board as a whole, ideally, should maintain independence from senior management and the day-to-day operations of the financial institution.
Achieving this independence can be accomplished through various governance structures and procedural safeguards. However, maintaining a clear separation between the roles of Chair and CEO is essential.
The Board must ensure that its decision-making processes remain objective, effective and tailored to a companies specific circumstances.
Best practices for effective board governance
A well-governed insurer is proactive, strategic and committed to continuous improvement. Ultimately, incorporating best practices can enhance decision making by ensuring they are made efficiently and collaboratively.
Below are four key strategies to improve board effectiveness:
Set time limits for all board meetings
Efficient board meetings require clear agendas, defined time allocations and structured discussions.
Boards can prevent unnecessary delays and keep discussions focused on priority issues, if strict time limits are set.
This will also ensure that all topics are covered within the allocated time frame. A disciplined approach to meeting management enhances productivity and decision-making.
Encourage informal networking between board members and senior management
Strong relationships among board members and senior management foster collaboration and more effective governance.
Encouraging informal networking, whether through industry events, retreats, or casual discussions outside of formal meetings, as this helps build trust and facilitates open communication.
Ultimately this should lead to more cohesive decision-making and a better-aligned leadership team.
Make decisions based on data
Long-term strategic decision-making needs to be based on data. It should not be based on an individual board member’s personal experience or “gut feelings”.
Real-time access to financial, operational and risk management data equips board members with the insights needed for strategic oversight.
Using data, directors can monitor performance trends, assess compliance risk, and make informed decisions quickly.
Conduct regular board assessments
Periodic evaluations help boards identify strengths, address gaps and refine governance practices.
Regular assessments such as self-evaluations, peer reviews, or third-party audits all enhance accountability and encourage continuous improvement.
They ensure that governance structures remain aligned with the company’s evolving needs and regulatory requirements.
Looking for assistance with effective board governance for your insurance company?
Strong board governance is the bedrock of a resilient and reputable insurance company. If your insurer implements a robust governance framework and adheres to industry best practices, insurance boards can foster transparency and compliance.
Whether you’re operating as a reciprocal, or as a traditional insurer, an effectively governed board ensures ethical practices, financial security and lasting trust with policyholders and investors.
If you’re looking for assistance in creating an effective board governance framework, contact our team here at Axxima.
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