Leadership

Board Size and Composition
The Board believes that its roster of Directors is effective and provides a diversity of experience and viewpoints. Working with the Governance Committee, and approved by the Board, the Chairman is charged with leading the process of developing an analytical framework for assessing desired competencies, skills, background and personal qualities that should be sought in new Board members.

Succession Planning, Appointments and Monitoring
The Management Resources and Compensation Committee oversees Manulife’s human resources strategy. It conducts an annual review of senior management succession planning process and global corporate leadership development programs. This Committee also approves the appointment of senior management and reviews the annual performance of senior executives.

Selection and Nomination
The Governance Committee defines the requisite skills and experience required of Directors and nominates candidates to the Board for election by our shareholders.

The Governance Committee analyzes the Board’s desired expertise and background profile to ensure it contains broadly based and diverse experience that will support Manulife’s strategy and operations. This allows the Governance Committee and the Board to nominate qualified individuals.

Prior to joining the Board, a prospective Director meets with the Chairman and the CEO to discuss the role of the Board, the role of the Committees and their expectation of the contribution of the Director, including the time and effort required to be effective.

Equipping Directors to Fulfill Their Roles
Manulife maintains an orientation program for new Directors, as well as an ongoing continuing education program for all Directors. Manulife is able to attract sophisticated, experienced Directors from various backgrounds with diversified professional skill sets. As such, its orientation program is tailored to Directors’ individual needs. The continuing education program includes Directors’ Seminars to help Directors better understand Manulife's strategies, operations, and external business environment, among other areas. In addition, the Directors’ Manual is a comprehensive reference source about the Company that includes a description of ethical conduct and Manulife’s values. Regularly updated, the Directors’ Manual is also given to corporate officers with governance related responsibilities.

Board, Committee and Individual Director Evaluation
In 2005, the Board completed its formal annual evaluation process, which included analysis of results and recommendations for improved Board, Committee and Director effectiveness. These results are reviewed by the Governance Committee and by the full Board.

The Chairman meets individually with Directors, as well as with the full Board, to plan the implementation of these recommendations. The Governance Committee monitors progress. The Chairman, with the Governance Committee, is charged with responsibility for these assessments.

Director Compensation
Directors are required to hold an equity position in Manulife having a minimum value of $300,000 within five years of joining the Board. The Board believes this helps align Directors’ objectives with those of the shareholders and allows Manulife to attract and retain talented and experienced directors.

The Board undertakes a biennial review of director compensation to ensure that it meets the objective of properly aligning the interests of directors with long-term shareholder interests.