Director - Board of Directors

**Position Description**

The Director is one member of a nine-person Board of Directors, elected by the shareholders to represent the interests of the stakeholders of the company. Together as a Board, the Directors govern the organization which includes setting the strategic direction for the company, determining corporate policies, hiring the President and CEO and overseeing the management of the company. The Board is seeking director(s) with senior experience in the Canadian Property and Casualty Insurance (P&C) industry and/or experience with market expansion, exporting technology, international business or corporate finance/capital markets is also ideal.

**Responsibilities**

The Director has two levels of responsibility — as an individual, and as a member of the Board of Directors.

As a member of the Board, the Director must be willing to:

- Attend meetings of the Board and assigned Committees;
- Stay informed and contribute to discussion and decisions of the Board;
- Be prepared for each Board and Committee meeting;
- Maintain effective communication with other members of the Board and the President and CEO;
- Participate fully in meetings with relevant questions and comments while being open to ideas and respectful of each other;
- Maintain a level of expertise as needed to effectively contribute to the governing capability of the Board;
- Abide by the Code of Conduct, Conflict of Interest policies and all By-Laws of the Corporation.

Acting collectively, the Directors must:

- Establish and periodically review the organization's vision, mission and core values;
- Devise strategies and policies that implement the organization's vision, mission, values, goals and objectives;
- Be responsible and accountable for the governance and direction of the organization;
- Plan for the future with strategic planning and succession planning to ensure the continuity of leadership;
- Hire and support the President and CEO and review their performance;
- Advance the organization's public image;
- Strengthen its own effectiveness as a Board.

**Position Specifications**

Directors should meet the following minimum qualifications:

- Desire to serve the interests of Cognition+ and its stakeholders;
- Be committed to, and act with, the highest ethical standards;
- Meet the Director qualifications as outlined in the By-Laws of the corporation:

- Must be no less than 18 years of age;
- Must be of sound mind as set out in the By-Laws;
- Must be an individual;
- Must not have the status of a bankrupt.
- Strong communication skills;
- Willingness to learn;
- Excellent problem-solving and decision-making skills;
- Ability to work effectively as a member of a group - be a team player;
- Able to commit adequate time to attend and prepare for meetings of the Board:

- 3-year term;
- Monthly (usually 10 per year) hybrid meetings in London, Ontario (can be attended virtually);
- Board Education Day - participation (as part of the board meeting schedule);
- Client Day (usually in the fall);
- Annual General Meeting (usually coinciding with the OMIA conference);
- Board Strategic Planning Session - (2 days); and,
- Conference Calls and Committee participation (6 - 10 times a year).
- Senior experience in Property and Casualty Insurance Sector or Insurtech Sector
- Experience with market expansion, exports, or territory sales experience
- Experience with corporate finance or capital market experience.

**Remuneration**

Directors are paid a per diem amount established annually by the Board of Directors. The per diem is provided for Board, Committee or other approved meeting (planning retreats, seminars, etc.). All expenses incurred directly pertaining to performing a duty as a Director are also paid, when sanctioned by the Board, including travel, meals, accommodation and other expenses.

The Company provides Director and Officer Liability insurance coverage for all Directors.