2004 Committee Charter : MFC

Corporate Governance & Nominating Committee Charter

Overall Role and Responsibility
Membership and Meetings
Structure and Operations
Specific Duties
Independent Advisors

Overall Role and Responsibility:

The Corporate Governance & Nominating Committee (the "Committee") shall (a) identify individuals qualified and suitable to become Board members and recommend to the Board of Directors the director nominees for each annual meeting of shareholders, and (b) assist the Board of Directors in its oversight role with respect to (i) the development of the Company's corporate governance policies, practices and processes; (ii) the effectiveness of the Board of Directors, its committees and the Chairs of those committees; and (iii) the contributions of individual Directors.

Membership and Meetings:

The Committee shall consist of three or more Directors appointed by the Board of Directors on the recommendation of the Committee, none of whom shall be officers or employees of the Company or any of the Company's affiliates.

Each of the members of the Committee shall satisfy the applicable independence and experience requirements of the laws governing the Company, the applicable stock exchanges on which the Company's securities are listed and applicable securities regulatory authorities.

The Chair of the Board of Directors, if he or she satisfies the applicable independence requirements, shall also be Chair of the Committee. Members of the Committee shall serve at the pleasure of the Board of Directors for such term or terms as the Board of Directors may determine.


Structure and Operations:

The affirmative vote of a majority of the members of the Committee participating in any meeting of the Committee is necessary for the adoption of any resolution. The Committee may create one or more subcommittees and may delegate, in its discretion, all or a portion of its duties and responsibilities to such subcommittees.

The Committee shall meet as often as required, but not less frequently than three times a year. The Committee shall report to the Board of Directors on its activities after each of its meetings.

The Committee shall review and assess the adequacy of this Charter annually and, where necessary, will recommend changes to the Board of Directors for its approval. The Committee shall undertake and review with the Board of Directors an annual performance evaluation of the Committee, which shall compare the performance of the Committee with the requirements of this Charter and set forth the goals and objectives of the Committee for the upcoming year. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board of Directors may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.

Specific Duties:

Corporate Governance

Review at least annually corporate governance practices and recommend appropriate policies, practices and procedures.
Review at least annually the adequacy and effectiveness of the Board of Directors' governance policies and make appropriate recommendations for their improvement.
Review the corporate governance sections of the Proxy Circular distributed to shareholders, including the Statement of Corporate Governance Practices and Procedures for Considering Shareholder Proposals.
Assess shareholder (for Manulife Financial Corporation) and policyholder (for The Manufacturers Life Insurance Company) proposals as necessary for inclusion in the Proxy Circular and Report to Policyholders, respectively, and make appropriate recommendations to the Board of Directors.
Composition of the Board of Directors
Recommend to the Board of Directors appropriate criteria for the selection of new Directors, periodically review the criteria adopted by the Board of Directors and, if deemed desirable, recommend to the Board of Directors changes to such criteria.
Review at least annually the skills, areas of expertise, backgrounds, independence and qualifications of the members of the Board of Directors.
Identify and recommend qualified candidates to the Board of Directors, and recommend the slate of nominees for election by shareholders at the annual meeting.
Review performance of and recommend annually to the Board of Directors the election of the Chair of the Board of Directors.
Identify Directors qualified to fill vacancies on any committee of the Board of Directors (including the Committee), and recommend that the Board of Directors appoint the identified Director or Directors to the respective committee.
Review biennially biannually the level of compensation for the Board of Directors and its committees and make recommendations to the Board of Directors with respect thereto.
President and Chief Executive Officer
Review the succession plan and recommend the appointment of the President and Chief Executive Officer to the Board of Directors.
Review and approve at least annually the corporate goals and objectives relevant to the compensation of the President and Chief Executive Officer, evaluate the performance of the President and Chief Executive Officer in light of those goals and objectives, report the results of such evaluation to the Board of Directors and set the President and Chief Executive Officer's compensation level based on this evaluation.
Review and approve at least annually all other compensation arrangements with the President and Chief Executive Officer.
General Review of the Board of Directors
Establish procedures for the Committee to exercise oversight of the evaluation of the Board of Directors.
Review at least annually the effectiveness of the Board of Directors, including conflicts of interest and continuing qualifications of members of the Board of Directors.
Review the relationship of the Board of Directors with management.
Address any other subject within the broad responsibility of the Committee as determined by the Chair of the Committee or the Committee.
Consider requests by members of the Board of Directors to engage outside advisors, at the Company's expense, with respect to matters before the Board of Directors or any committee.
Exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board of Directors
Independent Advisors:

The Committee shall have the authority to retain such independent advisors as it may deem necessary or advisable for its purposes. The expenses related to such engagement shall be funded by the Company.