Conduct Review and Ethics Committee Charter
2004 Committee Charter : MFC
Overall Role and Responsibility
Overall Role and Responsibility:
The Conduct Review and Ethics Committee (the "Committee") shall assist the Board of Directors in its oversight role with respect to (i) conflicts of interest; (ii) confidential information; (iii) complaints of customers; and (iv) transactions involving related parties of the Company.
Membership and Meetings:
The Committee shall consist of three or more Directors appointed by the Board of Directors on the recommendation of the Corporate Governance and Nominating 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 members of the Committee shall also be members of the Audit & Risk Management Committee.
The Board of Directors shall designate one member of the Committee as the Committee Chair. 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 required, but not less frequently than twice per year. The Committee shall report to the Board of Directors on its activities after each of its meetings.
Review of Ethical Standards
Review at least annually the Company's Code of Business Conduct and Ethics.
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.