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days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; provided,
however, that in the event that the annual meeting is
called for a date that is not within 25 days before or
after such anniversary date, notice by the shareholder,
to be timely, must be so received no later than the close
of business on the tenth day following the day on which
such notice of the date of the annual meeting was
mailed or such public disclosure was made, whichever
occurs first.
In addition to the above described nomination process,
our proxy access bylaw permits a shareholder (or a
group of up to 20 shareholders) who owns shares of our
outstanding capital stock representing at least 3% of the
votes entitled to be cast on the election of directors, and
who has owned such shares continuously for at least
three years, to nominate and include in our proxy
materials director candidates constituting up to 20% of
the Board, if the nominating shareholder(s) and the
nominee(s) satisfy the requirements specified in our
Bylaws.
Enterprise-Wide Risk Oversight
Our Board of Directors oversees an enterprise-wide
approach to risk management, designed to support the
achievement of organizational objectives, including
strategic objectives, to improve long-term organizational
performance and enhance shareholder value. A
fundamental part of risk management is not only
understanding the risks a company faces and what
steps management is taking to manage those risks, but
also understanding what level of risk is appropriate for
the Company. The involvement of the full Board of
Directors in setting the Company’s business strategy is
a key part of its assessment of management’s appetite
for risk and also a determination of what constitutes an
appropriate level of risk for the Company.
While the Board of Directors has the ultimate oversight
responsibility for the risk management process, various
committees of the Board also have responsibility for risk
management. The Audit and Risk Committee charter
provides that the Audit and Risk Committee’s
responsibilities and duties include risk management and
compliance oversight. The Audit and Risk Committee
charter provides that the Audit and Risk Committee
shall discuss guidelines and policies governing the
process by which senior management of the Company
and the relevant departments of the Company assess
and manage the Company’s exposure to risk, as well as
the Company’s major financial risk exposures and the
steps management has taken to monitor and control
such exposures.
The Audit and Risk Committee reviews periodically with
the internal auditors, together with the independent
auditor and the Company's financial management, the
adequacy and effectiveness of the internal controls of
the Company, including information security policies
and the internal controls regarding information security,
and any special steps adopted in light of material
control deficiencies.
The Audit and Risk Committee’s risk management
oversight responsibilities include:
reviewing the Company’s risk assessment and
enterprise risk management framework, including
its risk management guidelines, risk appetite, risk
tolerances, key risk policies and control
procedures;
reviewing critical regulatory risk management
filings and enterprise risk management material
shared with regulators and rating agencies;
reviewing the general structure, staffing models,
and engagement of the Company’s risk
governance departments and practices;
reviewing the Company’s major financial risk
exposures and evaluating processes, procedures,
and controls that management has adopted to
monitor and control those risks;
meeting in executive session with key senior
leaders involved in risk management; and
reporting to the Board, at least annually, with
respect to matters related to key enterprise risks
and risk management areas of concentration.
The Finance and Investment Committee assists the
Board of Directors by providing oversight of the
investment process and investment risk management of
the Company and its subsidiaries by reviewing and
approving the investment policies, strategies,
transactions and performances. The “investment
process” is the process by which all investable cash
flows of the Company and its subsidiaries are invested,
and by which investments are managed to emphasize
safety, liquidity, returns, tax considerations, applicable
laws and regulations, and conformity to the needs of
each Company. The “investment risk” includes, but is
not limited to liquidity risk, market risk, and credit risk.
“Liquidity risk” is risk stemming from the lack of
marketability of an investment that cannot be bought or
sold quickly enough to prevent or minimize a loss.
“Market risk” is the risk that as a result of market
movements, a firm may be exposed to fluctuations in
the value of its assets, the amount of its liabilities, or the
income from its assets. “Credit risk” is the risk of loss a
firm is exposed to if a counterparty fails to perform its
contractual obligations, including failure to perform them
in a timely manner.
In addition, in setting compensation, the Compensation
Committee strives to create incentives that encourage a
level of risk-taking behavior consistent with the
Company’s business strategy. As more fully discussed
in the “Compensation Discussion and Analysis”
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