2004 Committee Charter : MFC

Conduct Review and Ethics Committee Charter

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

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.

Specific Duties:

Review of Ethical Standards

Review at least annually the Company's Code of Business Conduct and Ethics.
Establish procedures to receive and process any request from executive officer(s) and Director(s) for waiver of the Company's Code of Business Conduct and Ethics.
Grant any waiver of the Company's Code of Business Conduct and Ethics to executive officer(s) and Director(s) as the Committee may in its sole discretion deem appropriate and arrange for any such waiver to be promptly disclosed to the shareholders in accordance with applicable laws or the rules of applicable securities regulatory authorities.
Review and assess at least annually procedures established by the Board of Directors to resolve conflicts of interest and to restrict the use of confidential information.
Review of Legal Standards
Review and approve at least annually practices and procedures for compliance with applicable laws dealing with related party transactions, including specific requirements of the jurisdictions where the Company operates.
Establish criteria for the determination of materiality of a transaction with a related party, and approve the terms and conditions of loans and other financial services made or offered to eligible officers, their spouses and minor children.
Review and asses at least annually procedures established by the Board of Directors to disclose information to customers of the Company under the Insurance Companies Act, Canada, (the "Act") and for dealing with complaints of customers of the Company as required by the Act.
Ensure that, within 90 days after the end of each financial year of the Company, the Board of Directors reports to the Superintendent of Financial Institutions (Canada) on its activities of the previous year undertaken in carrying out its responsibilities under the Act.
Assess at least annually the Committee's performance of duties and responsibilities prescribed in this Charter.
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.