Director

BEING A DIRECTOR ON THE BOARD OF HTM INSURANCE

Position Overview 

The core responsibility of a Director of HTM is to help guide the President/CEO in carrying out the company’s mission, vision, and values. Directors accomplish this through leadership at board, annual and other meetings, and events. The directors collaborate with the President/CEO in meetings for the purposes of information gathering & dissemination, strategic planning, risk management and education.  

About HTM

Hamilton Township Mutual Insurance Company was incorporated in 1898 with A.E.HOSKIN being the President from 1898 to 1929.  The Company has had four offices over its 125 year history. We are now located at 1185 Elgin Street West in Cobourg (since 2017) and we have an agents' office in Lindsay, Ontario.  Hamilton Township Mutual Insurance Company expanded from writing only in Hamilton Township in 1898 to writing policies in Eastern Ontario (Ajax to Gananoque).  We now have approximately 15,000 policyholders with an annual premium of approximately $46 million. We started using our trade name of HTM Insurance Company in 2007.

Mission

To protect your future as if it’s our own.

Primary Responsibilities 

• To demonstrate leadership for the board, management staff and external customers and business associates. This is done by clear and professional communication reflecting the values and ideals of the organization and the board of directors you represent. 


• To promote the mission, vision, and values of the organization. 


• To help foster and promote an atmosphere where board members and the President/CEO (and management) can discuss important issues that enhance the financial strength, products, and services of the organization for the ultimate benefit of the policyholders. 


• To enhance board member skills and abilities through policies that promote continual learning and education. 


• To support the Chair in monitoring the President/CEO’s performance. 


• To come prepared to board meetings, having thoroughly reviewed board meeting materials in advance. 


• To review and contribute to strategic planning and enterprise risk management strategies.


• To engage in surveys, board and peer review processes. Use these opportunities to provide your input for the betterment of others and the company. At the same time, working on the betterment of your own personal performance through input provided to you as an individual director or as part of the board. 

Other Responsibilities 

• To attend educational sessions, conferences and other industry events to improve your knowledge of the insurance industry. To bring back information from these sessions that may be beneficial to the board or company. To represent HTM proudly and professionally to others attending these functions. 

• To be informed of policies and procedures that govern directors of HTM and adhere to those guidelines. 

Education and Experience suitable for the role

High school plus College or University 

Major Subjects/Specialties 

Business , Finance, Insurance 

Type of Experience 

Business ownership, senior level employment and Other board or director experience 

Knowledge required to perform duties: 

Understanding of insurance industry for Mutuals 

Corporate governance 

General board practices 

Skills and abilities required to perform duties: 

Leadership 

Superior communication skills (written and verbal) 

Time management and organizational skills 

Ability to work effectively with a variety of people  

Ability to use technology 

MORE INFORMATION ABOUT HTM AND DIRECTORS' RESPONSIBILITIES

General Information

Being a director of HTM Insurance is a significant responsibility. We are a multi-million dollar company dealing with thousands of people in our community. The board is responsible for the over-sight and leadership of the organization. HTM is regulated by the Financial Services Regulatory Authority, which monitors HTM in the insurance marketplace. We need directors who are dedicated and have strong business acumen.

We have an office staff of 46 people, made up of underwriters, adjusters, inspectors, IT, finance and supporting roles. We distribute insurance through broker and agents. They are shown on the company’s website under the “About Us” tab.

Hamilton Township Mutual Insurance Company is a member of The Ontario Mutual Insurance Association and we purchase all our Reinsurance from the Farm Mutual Reinsurance Company, which is owned by the Mutuals.  We are also a member of the Fire Mutuals Guarantee Fund (see brochures for more information) and the Canadian Association of Mutual Insurance Companies.

Timing for Director Elections

In order to be elected to the board of directors, a candidate must state their intention in writing and be interviewed by the nominating committee at least 120 days prior to the annual meeting. If you met all the requirements, but the committee chose another candidate, you would still have the option to run for the director position. You must do so by providing written notice no later than 45 days prior to the annual meeting.

Director Qualifications in the By-laws

The following is an excerpt from our by-laws.

Qualifications of Directors. The following persons do not qualify to be a Director of the Corporation:

• a person who is not a Member of the Corporation and insured therein for the time they hold office and entitled to vote and has not been a Member of the Corporation and insured therein for a minimum period of thirty days prior to the time of their election as a director; 


• a person who is less than eighteen years of age.


• a person who is of unsound mind and has been so found by a court in Canada or elsewhere;


• a person who has the status of bankrupt;


• a person who is agent or broker or paid officer of the Corporation (subject to the right of the Chair and Vice-Chair to be compensated as a result of their holding those offices, or officer of the bankers of the Corporation);


• a person who is a close relative or a partner of an agent or broker or any person to whom an agent or broker is married or with whom such agent or broker is living in a conjugal relationship outside marriage or any close relative or a partner of such person. The following persons shall be considered close relatives: parents, children, brothers, sisters, brothers by marriage and sisters by marriage;


• a Director, Officer, shareholder, employee or agent of an Insurance Brokerage or Insurance Agency business associated with the Corporation;


• any employee of the Corporation or former employee who had been employed by the Corporation within the last 365 days prior the date of election;


• a Director or Officer of another Insurance Company other than the Farm Mutual Reinsurance Plan Inc.


• a spouse, child, parent or sibling of any of the persons identified in this section or of a current director of the Corporation;


• a person who has served five full three (3) year terms as a director, unless at the time of completing their fifth full term as a director they are then a director or trustee of an association or corporation in which the Corporation is a member or investor such as, without limitation the Farm Mutual Reinsurance Plan Inc., the Ontario Mutual Insurance Association or the Fire Mutuals Guarantee Fund and in order to remain eligible to finish their term or terms as a director and/or an officer (including becoming the Board Chair) they must be a director of a Mutual Insurance Company, in which case they shall remain eligible for re-election for such further number of terms as is necessary while they continue to be a director or trustee thereof.


• And that notwithstanding the foregoing amendments, those persons who are directors of the Corporation on the date that this By-law is confirmed by the members of the Corporation shall not be eligible to be re-elected as a director after the latter of their attaining age seventy, or their having served five full three year terms as a director.

Notwithstanding the first bullet point above:

• with their consent in writing, a person who is not a member may be a director if they become a member of the Corporation at least thirty days prior to the time of their first election as a director; and  


• at any one time, there may be up to two Directors who are not Members of the Corporation, with such person's consent in writing.

Director Attendance Commitments

Directors are required to attend as many of our 10 board meetings as possible, missing no more than three consecutive meetings. Directors’ will be asked to participate on various committees comprised of board members.  These will require a minimal number of meetings. We have one virtual board meeting with the rest in-person. Committee meetings are a combination of in-person and virtual depending on the scope and duration of the meeting.

In the first two or three years of being a director with the company, you will be involved in more educational opportunities to develop your knowledge of insurance.  This will require further time commitment.  There’s a director’s certification program which consists of a variety of courses that we ask directors to make a commitment on achieving over the first two terms (there are no exams!).

We also have several functions throughout the year that require attendance including our AGM in March as well as a three day convention in Toronto in March. Further you would attend one of three conferences in late September or October.  There are a number of optional functions spread out over the year.

Format and Topics for Directors’ Meetings 

The board of directors’ meetings are held on the 3rd Thursday of each month with no meeting in January and August.

In general, we discuss issues such as:

1.      Audit and Compliance

2.      Board and CEO performance

3.      Company operations (High level)

4.      Risk management and controls

5.      Financial results and budget

6.      Strategic initiatives and innovations

7.      Governance and Ethics

8.      Leadership

9.      Regulatory

10.    Entrepreneurism and Innovation

11.    Human Resources Management

12.    Information Technology

On the Thursday prior to the meeting, directors access our company website to view copies of the agenda and minutes from the prior board meeting for review. Other reports are uploaded from the management team allowing several days for review prior to the meeting.

The meetings commence at 9:30 a.m. and go until lunch at noon. Sometimes the board will reconvene after lunch to finish up.

Remuneration & Benefits

Remuneration:

The Directors’ are paid individual daily fees (called Per diems) for attending Company Meetings, training courses, conventions, etc. and an annual honourarium as well. HTM pays directors mileage according to the federal government standard for allowable mileage. These are NOT intended as a replacement to a director’s income from their occupation or business but are to recognize the effort and work in being a director on the board.

Equipment Provided:

A cell phone & tablet to each director plus an allowance towards internet service will be provided.

Benefits:

Directors receive a fixed life and accident insurance amount including spousal and dependent, and health & dental benefits. We also provide Directors with a health spending account.

Training:

Directors are expected to take a significant number of training courses, heavily loaded at the front of their tenure to get them up to speed, as well as continuing training throughout their tenure. Courses are paid for by the company as well as per diems for attendance and any company approved expenses related to the training.