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EXHIBIT 3.1
[CANADA LIFE LOGO]
CANADA LIFE FINANCIAL CORPORATION
RENEWAL ANNUAL INFORMATION FORM
FOR THE YEAR ENDED DECEMBER 31, 2002
MARCH 22, 2003
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This Renewal Annual Information Form ("AIF") is intended to provide
background information that is essential to an understanding of the nature of
Canada Life Financial Corporation ("CLF") and its operations. CLF and its
subsidiaries, including The Canada Life Assurance Company ("CLA"), are
collectively referred to herein as the "Company". All financial information
included in this AIF is prepared in accordance with Canadian Generally Accepted
Accounting Principles ("GAAP") in Canadian dollars, unless otherwise stated.
DOCUMENTS AND INFORMATION INCORPORATED BY REFERENCE
Documents and information filed with applicable securities regulators in
Canada and incorporated by reference in this AIF include the Consolidated
Financial Statements and Management's Discussion and Analysis for the year
ended December 31, 2002.
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ANNUAL INFORMATION FORM ITEM PAGE REFERENCE
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Incorporated by Reference from:
This -----------------------------------
Annual Consolidated Management's
Information Financial Discussion and
Form Statements Analysis
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CORPORATE STRUCTURE
Name and incorporation 2
Inter-corporate relationships 2
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GENERAL DEVELOPMENT OF THE BUSINESS 3 X
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NARRATIVE DESCRIPTION OF THE BUSINESS
Business overview X
Competitive market conditions X
Business segment description X
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REGULATORY OVERVIEW 4
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SELECTED CONSOLIDATED FINANCIAL INFORMATION
Three-year financial information 5
Consolidated Financial Statements and Notes X
Shareholder dividends 6
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MANAGEMENT'S DISCUSSION AND ANALYSIS X
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MARKET FOR SECURITIES 6
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DIRECTORS AND SENIOR MANAGEMENT
Directors and Board Committees 6
Senior Management 6
Shareholdings of Directors and Senior Management 7
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ADDITIONAL INFORMATION 10
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This AIF and the documents incorporated by reference herein provide
management with the opportunity to discuss the financial performance and
condition of the Company and, as such, may contain forward-looking statements
about the Company, including its business operations and strategy and expected
financial performance and condition. Statements that are predictive in nature,
depend upon or refer to future events or conditions or include words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates" or the
negative versions thereof and similar expressions are forward-looking
statements. In addition, any statement that may be made concerning future
financial performance (including revenues, earnings or growth rates), ongoing
business strategies or prospects, and possible future Company actions, is also
a forward-looking statement. Forward-looking statements are based on current
expectations and projections about future events and are subject to, among
other things, risks, uncertainties and assumptions about the Company, economic
factors and the insurance industry generally. They are not guarantees of future
performance and the Company has no specific intentions to update these
statements whether as a result of new information, future events or otherwise.
Accordingly, the reader is cautioned against undue reliance on these
forward-looking statements. Actual events and results could differ materially
from those expressed or implied by forward-looking statements made by the
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Canada Life Financial Corporation 2002 Annual Information Form - 1
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Company due to, but not limited to, important factors such as general economic
and market factors, interest rates, equity markets, business competition,
changes in government regulations and other factors discussed in materials
filed by the Company with applicable securities regulatory authorities from
time to time.
CORPORATE STRUCTURE
NAME AND INCORPORATION
CLF was incorporated under the INSURANCE COMPANIES ACT (Canada) (the "ICA")
on June 21, 1999 for the purpose of becoming the parent company of CLA following
CLA's demutualization. Currently, the only business of CLF is the holding of all
of the common shares of CLA through which the Company conducts all of its
activities.
CLA is Canada's oldest domestic life insurer. CLA was established on August
21, 1847 and was incorporated on April 25, 1849. In 1962, CLA became a mutual
life insurance company governed by the predecessor to the ICA. In 1994, CLA
amalgamated with its wholly-owned subsidiary, New York Life Insurance Company of
Canada, pursuant to Letters Patent of Amalgamation dated April 1, 1994 issued
under the ICA. On July 1, 1999, CLA amalgamated with its wholly-owned
subsidiary, Crown Life Insurance Company of Canada pursuant to Letters Patent of
Amalgamation issued under the ICA. On November 4, 1999, CLA became a stock life
insurance company pursuant to Letters Patent of Conversion issued under the ICA.
On January 1, 2002, CLA amalgamated with its wholly-owned subsidiary, 3965058
Canada Limited, pursuant to Letters of Patent of Amalgamation issued under the
ICA.
CLF and CLA are both life insurance companies governed by the ICA. The head
office for both CLA and CLF is located at 330 University Avenue, Toronto,
Ontario, Canada M5G 1R8. The Company has divisional head offices in Toronto,
Ontario, Canada; Potters Bar, Hertfordshire, England; Atlanta, Georgia, United
States; and Blackrock, Dublin, Republic of Ireland. Each of CLF and CLA is a
reporting issuer or its equivalent in each of the provinces and territories of
Canada.
INTERCORPORATE RELATIONSHIPS
The following chart illustrates the corporate relationships among CLF and
its subsidiaries as at December 31, 2002:
CLF indirectly beneficially owns 100% of each class of voting and
non-voting securities of each subsidiary through CLA unless otherwise noted.(1)
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SUBSIDIARY NAME JURISDICTION OF
INCORPORATION OR CONTINUANCE
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THE CANADA LIFE ASSURANCE COMPANY CANADA
Canada Life Capital Corporation Inc. Canada
Canada Life International Holdings Limited Bermuda
Canada Life Irish Holding Company Limited Republic of Ireland
Canada Life Management Services Limited Republic of Ireland
Canada Life Assurance (Ireland) Limited Republic of Ireland
F.S.D. Investments Limited Republic of Ireland
Canada Life Pension and Annuities (Ireland) Limited Republic of Ireland
Setanta Asset Management Limited Republic of Ireland
Canada Life Assurance Europe Limited Republic of Ireland
CLAI Limited Republic of Ireland
The Canada Life Assurance Company of Ireland Limited Republic of Ireland
Canada Life International Re Limited Republic of Ireland
Canada Life Reinsurance International Ltd. Bermuda
Canada Life Insurance Company of Puerto Rico, Inc. Puerto Rico
The Canada Life Group (U.K.) Limited United Kingdom
CLFIS (U.K.) Limited United Kingdom
Copia Investors Limited United Kingdom
Canada Life Trustee Services (U.K.) Limited United Kingdom
Copia Property Limited United Kingdom
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Canada Life Financial Corporation 2002 Annual Information Form - 2
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<Table>
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SUBSIDIARY NAME JURISDICTION OF
INCORPORATION OR CONTINUANCE
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Canada Life Limited United Kingdom
Canada Life Irish Operations Limited United Kingdom
Canada Life Ireland Holdings Limited United Kingdom
Canada Life (U.K) Limited United Kingdom
Albany Life Assurance Company Limited United Kingdom
Canada Life Management (U.K.) Limited United Kingdom
Canada Life International Limited Isle of Man
Canada Life Services (U.K.) Limited United Kingdom
Canada Life Fund Managers (U.K.) Limited United Kingdom
Canada Life Pension Managers & Trustees
Limited United Kingdom
Canada Life Group Services (U.K.) Limited United Kingdom
Canada Life Holdings (U.K.) Limited United Kingdom
4073649 Canada Inc. Canada
Canada Life Finance (U.K.) Limited United Kingdom
CLH International Capital Management Hungary Limited Liability
Company Hungary
Canada Life Brasil LTDA. Brazil
Canada Life Previdencia e Seguros S.A. Brazil
Canada Life Administradora de Beneficios ltda. (99.9%) (2) Brazil
Canada Life Capital Trust Ontario
Canada Life Insurance Company of New York United States
Canada Life Insurance Company of America United States
Canada Life of America Financial Services, Inc. United States
CL Capital Management, Inc. United States
The Canada Life Insurance Company of Canada Canada
Canada Life Financial Distribution Services Inc. Canada
CL Capital Management (Canada) Inc. Canada
Kanetix Ltd. (98%) Canada
KTX Insurance Solutions Ltd. (99.9%) Canada
KTX Financial Ltd. (99.9%) Canada
Canada Life Securities Inc. Canada
Canada Life Mortgage Services Ltd. Canada
Classco Benefit Services Limited Canada
Canadian Worksite Marketing Group Inc. Canada
587443 Ontario Inc. Ontario
Canada Life Securing Corporation Inc. Ontario
Adason Properties Limited Canada
Adason Realty Ltd. Canada
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NOTES:
(1) CLA CONTROLS 100% OF THE VARIABLE RATE CUMULATIVE PREFERRED SERIES A AND
100% OF THE 9% JUNIOR PREFERRED SERIES A SHARES OF CANADA LIFE MORTGAGE
SERVICES LTD.; 100% OF THE NON-REDEEMABLE JUNIOR PREFERRED SHARES OF ADASON
PROPERTIES LIMITED; 100% OF THE 9% REDEEMABLE NON-CUMULATIVE PREFERENCE
SHARES OF CANADA LIFE MANAGEMENT (U.K.) LIMITED; AND 100% OF THE PREFERRED
SHARES OF CANADA LIFE PREVIDENCIA E SEGUROS S.A.
(2) ONE COMMON SHARE IS HELD BY A NOMINEE DIRECTOR TO SATISFY LOCAL REGULATORY
REQUIREMENTS.
GENERAL DEVELOPMENT OF THE BUSINESS
The Company is a diversified international company offering a wide range of
protection and wealth management products to individuals and groups, principally
in Canada, the United Kingdom, the United States and the Republic of Ireland.
The Company also provides accident and health and life reinsurance operating
principally in the United States. At December 31, 2002, the Company ranked as
the fourth largest Canadian life insurance company based on consolidated
premiums, premium equivalents and new deposits as well as total general fund,
segregated funds and other assets under administration. As at December 31, 2002,
the Company had approximately 6,768 employees worldwide.
The Company has pursued a strategy of growth through a combination of
acquisitions and organic growth, including the following transactions:
- - On December 31, 2000, the Company purchased the group savings business of a
Canadian chartered bank, increasing other assets under administration by
$5.2 billion, adding to the Company's wealth management business in Canada.
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Canada Life Financial Corporation 2002 Annual Information Form - 3
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- - During 2000, the Company acquired, through assumption reinsurance,
Confederation Life Insurance Company's Canadian payout annuity business,
adding general fund assets of $717 million.
- - Effective December 31, 2000, the Company sold its general insurance
subsidiary, Canada Life Casualty Insurance Company, for proceeds of $80
million exiting the general insurance business in Canada.
- - On October 1, 2002, the Company concluded an agreement to acquire a
significant block of group life and long term disability insurance business
in the United Kingdom. Formal transfer of the business will occur after
court approval, expected in mid-2003. For cash consideration of $53
million, assets of $822 million and liabilities of $946 million were
acquired.
- - On October 31, 2002, the Company purchased a leading provider of preferred
term life insurance products in Canada. For cash consideration of $58
million, assets of $26 million, negative actuarial liabilities of $24
million and other liabilities of $7 million were acquired.
- - On January 1, 2003, the Company completed the acquisition of the German
life insurance operations of a significant international insurer for $205
million ($98 million net of reinsurance).
On February 14, 2003, CLF and Great-West Lifeco Inc. ("Great West") entered into
a Transaction Agreement by which Great West would acquire 100% of the
outstanding common shares of CLF for a combination of cash and Great West
securities. The transaction requires the approval of two-thirds of shareholders
voting at a special meeting of shareholders to be held on May 5, 2003, and is
subject to approval by certain regulators, including the Minister of Finance of
Canada, the Office of the Superintendent of Financial Institutions Canada, and
Canadian and international competition authorities. A detailed discussion of
this transaction is included in the Management Proxy Circular dated March 22,
2003 sent to shareholders in connection with the special meeting.
REGULATORY OVERVIEW
As an insurance company, CLF is subject to regulation and supervision of
its protection and wealth management businesses by governmental authorities in
the jurisdictions in which it conducts business. The jurisdictions in which the
Company carries on its protection business have laws and regulations governing
the financial aspects of insurers, including standards of solvency, reserves,
reinsurance, capital adequacy, investment activities and restrictions on the
declaration and payment of dividends on shares.
Both CLF and CLA are governed by the ICA. This Act is administered by the
Office of the Superintendent of Financial Institutions, Canada, which is charged
with the responsibility of overseeing the Company's solvency and corporate
governance. The Company's business is also subject to Canadian provincial laws
and regulations.
In the United States, the Company's business is primarily regulated by each
of the states in which it conducts business. In the United Kingdom, the Company
is subject to national regulation, primarily by the Financial Services
Authority. In Ireland, the primary regulator is the Central Bank.
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Canada Life Financial Corporation 2002 Annual Information Form - 4
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SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following summary financial information has been derived from the
Consolidated Financial Statements of the Company as at and for the three most
recent financial years ended December 31, 2002 and should be read in conjunction
with Management's Discussion and Analysis and the Consolidated Financial
Statements.
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As at or for the year ended December 31,
(IN MILLIONS OF CANADIAN DOLLARS EXCEPT PER SHARE AND -----------------------------------------------------------
PERCENTAGE AMOUNTS) 2002 2001 2000
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STATEMENT OF NET INCOME DATA:
Premium Revenues:
Annuities $ 2,474 $ 2,272 $ 1,746
Individual life and health insurance 1,510 1,428 1,384
Group life and health insurance 1,931 1,658 1,546
Net investment income 2,154 2,241 2,306
Fee and other income 529 465 479
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Total revenue 8,598 8,064 7,461
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Payments to policyholders and beneficiaries 5,352 5,218 4,924
Increase in actuarial liabilities 1,129 972 707
General operating expenses 814 794 743
Commissions 539 461 409
Other 129 128 131
Income tax provision 133 153 195
Participating policyholders' net income (loss) 3 (4) (4)
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Shareholders' net income 499 342 356
Preferred share dividends 9 - -
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Common shareholders' net income (1) $ 490 $ 342 $ 356
EARNINGS PER COMMON SHARE - BASIC AND DILUTED $ 3.05 $ 2.13 $ 2.22
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PREMIUMS, PREMIUM EQUIVALENTS AND NEW DEPOSITS:
General fund premiums $ 5,915 $ 5,358 $ 4,676
Segregated funds deposits 3,721 3,828 3,692
ASO premium equivalents and other deposits 2,372 2,043 882
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$ 12,008 $ 11,229 $ 9,250
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ASSETS UNDER ADMINISTRATION:
General fund $ 38,191 $ 34,951 $ 32,736
Segregated funds 21,899 22,090 22,383
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60,090 57,041 55,119
Other assets 7,913 8,384 8,138
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$ 68,003 $ 65,425 $ 63,257
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DEBT AND CAPITALIZATION:
Bank loans $ 3 $ 3 $ -
Subordinated debentures 550 550 550
Canada Life Capital Securities 450 - -
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Total debt 1,003 553 550
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Participating policyholders' equity 48 40 44
Preferred shares 145 145 -
Common shares 317 317 317
Retained earnings 3,457 2,921 2,575
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Total equity $ 3,967 $ 3,423 $ 2,936
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Total debt plus preferred shares as a percentage of
total debt and equity 23.1% 17.6% 15.8%
MCCSR ratio (2) 202% 191% 197%
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NOTES:
(1) 2001 NET INCOME INCLUDES AN $85 MILLION PROVISION NET OF TAX FOR EXPECTED
CLAIMS ARISING FROM SEPTEMBER 11, 2001.
(2) MINIMUM CONTINUING CAPITAL AND SURPLUS REQUIREMENTS (MCCSR) IS CALCULATED
IN ACCORDANCE WITH CAPITAL STANDARDS SET BY THE COMPANY'S PRIMARY
REGULATOR, THE OFFICE OF THE SUPERINTENDENT OF FINANCIAL INSTITUTIONS,
CANADA.
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Canada Life Financial Corporation 2002 Annual Information Form - 5
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SHAREHOLDER DIVIDENDS
CLF pays quarterly dividends to the shareholders from shareholders' equity
in a range that is similar to those paid by North American public life insurance
companies. This practice is reviewed from time to time based upon and subject to
CLF's earnings, financial requirements and general economic circumstances.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis for the year ended December 31, 2002,
which has been filed with each securities regulator in Canada, provides further
information about the Company, its operations and financial results and position
and is incorporated by reference into this AIF.
MARKET FOR SECURITIES
The outstanding common shares of CLF are listed and posted for trading on
the Toronto Stock Exchange (TSX) under the ticker symbol "CL" and on the New
York Stock Exchange under the ticker symbol "CLU". The outstanding
Non-Cumulative Preferred Shares Series B of CLF are listed and posted for
trading on the TSX under the ticker symbol "CL.PR.B".
DIRECTORS AND SENIOR MANAGEMENT
As at December 31, 2002, the following are the names, principal
occupations, and municipalities of residence of the Company's Directors and
Senior Management.
DIRECTORS(2)
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NAME AND MUNICIPALITY OF TERM
RESIDENCES (1)(3) POSITION PRINCIPAL OCCUPATION EXPIRING COMMITTEES (4)
- --------------------------------- ------------------ ---------------------------------- ------------- --------------------
D.A. Nield...................... Director Chairman and Chief Executive 2004 --
Toronto, Canada Officer, CLF and CLA
W.L. Acton...................... Director President and Chief Operating 2003 --
Toronto, Canada Officer, CLF and CLA
J.C. Alfano..................... Director President and Chief Executive 2004 CR, P
Ancaster, Canada Officer, Stelco Inc.
G.S. Bain....................... Director President and Vice-Chancellor, 2005 CG, HR
Belfast, N. Ireland The Queen's University of Belfast
A.A. Bruneau.................... Director Chairman, Fortis Inc. 2005 A, CR, P
St. John's, Canada
J.F. Chagnon.................... Director President and Chief Executive 2003 --
Montreal, Canada Officer, Lallemand Inc.
J.R. Hall....................... Director Corporate Director 2003 HR
Lexington, U.S.
M.L. Hepher..................... Director Chairman, TeleCity plc. 2005 A, CR
Weybridge, England
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Canada Life Financial Corporation 2002 Annual Information Form - 6
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DIRECTORS(2)
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<Caption>
NAME AND MUNICIPALITY OF TERM
RESIDENCES (1)(3) POSITION PRINCIPAL OCCUPATION EXPIRING COMMITTEES (4)
- --------------------------------- ------------------ ---------------------------------- ------------- --------------------
D.W. Kerr....................... Director Executive Chairman, 2004 CG, HR
Toronto, Canada Noranda Inc.
J.S. Lanthier................... Director Corporate Director 2003 A
Toronto, Canada
D.W. Lay........................ Director Corporate Director 2003 A, P, S
Toronto, Canada
D.E. McGarry.................... Director Chief Marketing Officer, 2003 A, CG
New York, U.S. Xerox Corporation
R.T.F. Reid..................... Director Chairman, B.C. Transmission 2003 --
West Vancouver, Canada Corporation (5)
C.E. Ritchie.................... Director Corporate Director 2003 HR, S
Toronto, Canada
T.I. Ronald..................... Director Corporate Director 2003 A, HR, S
Toronto, Canada
A.R.A. Scace.................... Director Partner, 2003 CG, HR, S
Toronto, Canada McCarthy Tetrault LLP
J.D. Wetmore.................... Director Vice-President, 2004 CG, HR
Toronto, Canada Ibm.com, Americas
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SENIOR MANAGEMENT
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<Caption>
NAME AND MUNICIPALITY
OF RESIDENCES (1) POSITION
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D.A. Nield...................... Chairman and Chief Executive Officer
Toronto, Canada
W.L. Acton...................... President and Chief Operating Officer
Toronto, Canada
T.J. Barry (2).................. Senior Vice-President, Irish Division
Sutton, Republic of Ireland
D. Barsoski..................... Senior Vice-President, Human Resources
Toronto, Canada
R.E. Beettam (2)................ Senior Vice-President, United States Division
Atlanta, U.S.A.
A.D. Brands..................... Senior Vice-President and General Counsel
Toronto, Canada
D.J. Cohen (2).................. Senior Vice-President and Chief Information Officer
Toronto, Canada
P.G. Crowley.................... Executive Vice-President and Chief Financial Officer
Oakville, Canada
D.A. Gallagher (2).............. Senior Vice-President, Canadian Division
Toronto, Canada
</Table>
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Canada Life Financial Corporation 2002 Annual Information Form - 7
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SENIOR MANAGEMENT
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<Caption>
NAME AND MUNICIPALITY
OF RESIDENCES (1) POSITION
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I. Gilmour (2).................. Senior Vice-President, United Kingdom Division
Brookmans Park, England
J.A. Gilmour (2)................ Senior Vice-President, International and Reinsurance Division
Toronto, Canada
R.W. Linden..................... Secretary and Chief Compliance Officer
Toronto, Canada
D.A. Loney...................... Senior Vice-President and Chief Actuary
Toronto, Canada
R.W. Morrison................... Senior Vice-President and Chief Investment Officer
Toronto, Canada
R.M. Smithen.................... Executive Vice-President
Toronto, Canada
J.D. Williamson................. Senior Vice-President, Strategic Planning and Business Development
Toronto, Canada
</Table>
NOTES:
(1) TO THE BEST OF CLF'S KNOWLEDGE, NO DISCLOSURE WITH RESPECT TO THE MATTERS
SET OUT IN SECTIONS 8.2-8.5 OF FORM 44-101F1 OF NATIONAL INSTRUMENT 44-101
IS REQUIRED EXCEPT THAT M. L. HEPHER WAS A NON-EXECUTIVE DIRECTOR OF
PROFESSIONAL ASSET MANAGEMENT LTD., A CORPORATION INCORPORATED IN THE
UNITED KINGDOM, WHEN IT WAS PLACED INTO LIQUIDATION ON OCTOBER 31, 2000.
(2) SENIOR MANAGEMENT OF CLA ONLY. ALL OTHER INDIVIDUAL MEMBERS ARE SENIOR
MANAGEMENT OF BOTH CLF AND CLA. ALL DIRECTORS OF THE BOARD OF DIRECTORS
REPRESENT BOTH CLF AND CLA.
(3) WITH THE EXCEPTION OF THE FOLLOWING, ALL DIRECTORS OF CLF HAVE BEEN
DIRECTORS SINCE AUGUST 1999 (CLF WAS INCORPORATED JUNE 1999):
NAME DATE OF ELECTION
W.L. ACTON AUGUST 8, 2002
J.F. CHAGNON NOVEMBER 6, 2002
J.S. LANTHIER JUNE 5, 2002
R.T.F. REID SEPTEMBER 4, 2002
J.D. WETMORE MAY 2, 2001
(4) DIRECTORS SERVE ON THE COMMITTEE(S) OF THE BOARD AS INDICATED: A - AUDIT
AND RISK MANAGEMENT; CG - CORPORATE GOVERNANCE; CR - CONDUCT REVIEW; HR -
HUMAN RESOURCES; P - PENSION; AND S - SPECIAL.
(5) AS AT THE DATE OF THIS AIF. AS AT DECEMBER 31, 2002, MR. REID WAS
PRESIDENT, CANADA, DUKE ENERGY GAS TRANSMISSION.
EACH OF THE COMPANY'S DIRECTORS AND SENIOR MANAGEMENT HAVE BEEN ENGAGED FOR
MORE THAN FIVE YEARS IN HIS OR HER PRESENT POSITION OR IN OTHER CAPACITIES WITH
THE COMPANY EXCEPT:
- - J.R. HALL, WHO UNTIL 1997, WAS CHAIRMAN AND CHIEF EXECUTIVE OFFICER,
ASHLAND OIL, INC.
- - MICHAEL L. HEPHER, WHO PRIOR TO 2002 WAS CHAIRMAN AND CHIEF EXECUTIVE
OFFICER OF TELECITY PLC. IN RECENT YEARS, MR. HEPHER HAS BEEN A CORPORATE
DIRECTOR.
- - DAVID. W. KERR, WHO PRIOR TO HIS APPOINTMENT IN 2002 AS EXECUTIVE CHAIRMAN
OF NORANDA INC., WAS ITS PRESIDENT AND CHIEF EXECUTIVE OFFICER.
- - DAVID W. LAY, WHO PRIOR TO 1999, WAS DEPUTY CHAIRMAN AND DIRECTOR OF FIRST
PLACE TOWER INC.
- - DIANE E. MCGARRY, WHO PRIOR TO 2001 HELD OTHER POSITIONS AT XEROX
CORPORATION: FROM 2000 TO 2001, AS CHIEF OF STAFF, OFFICE OF THE PRESIDENT
AND COO; IN 2000, AS PRESIDENT, NORTH AMERICAN GENERAL MARKETS OPERATIONS;
FROM 1998 TO 2000, AS CORPORATE VICE-PRESIDENT, VICE-PRESIDENT AND GENERAL
MANAGER, COLOR SOLUTIONS BUSINESS UNIT; AND FROM 1993 TO 1998, AS CHAIRMAN,
PRESIDENT AND CHIEF EXECUTIVE OFFICER, XEROX CANADA LTD.
- - ARTHUR R.A. SCACE, WHO UNTIL 1999 WAS CHAIRMAN, MCCARTHY TEtrault LLP.
- - EFFECTIVE FEBRUARY 15, 2000, PATRICK CROWLEY WAS APPOINTED EXECUTIVE
VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER. PRIOR TO THE APPOINTMENT, FROM
1999 TO 2000, MR. CROWLEY WAS EXECUTIVE VICE-PRESIDENT AND CHIEF FINANCIAL
OFFICER OF MOLSON INC.; FROM 1997 TO 1999, MR. CROWLEY WAS EXECUTIVE
VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER OF ABITIBI-CONSOLIDATED INC.;
AND FROM 1995 TO 1997, MR. CROWLEY WAS SENIOR VICE-PRESIDENT AND CHIEF
FINANCIAL OFFICER OF ABITIBI-PRICE INC.
- - EFFECTIVE FEBRUARY 15, 2000, ROBERT SMITHEN, FORMERLY EXECUTIVE
VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER, ASSUMED THE
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Canada Life Financial Corporation 2002 Annual Information Form - 8
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POSITION OF EXECUTIVE VICE-PRESIDENT.
- - EFFECTIVE MARCH 1, 2001, ROY W. LINDEN, FORMERLY VICE-PRESIDENT, GENERAL
COUNSEL AND SECRETARY ASSUMED THE POSITION OF SECRETARY AND CHIEF
COMPLIANCE OFFICER.
- - EFFECTIVE MAY 2, 2001, JOHN D. WETMORE, PRESIDENT, IBM.COM, AMERICAS, WAS
ELECTED TO THE BOARD OF DIRECTORS. FROM JANUARY 1997 TO APRIL 2001, MR.
WETMORE WAS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF IBM CANADA LTD.
- - EFFECTIVE JUNE 5, 2002, J.S. LANTHIER, CORPORATE DIRECTOR, WAS ELECTED TO
THE BOARD OF DIRECTORS. MR. LANTHIER WAS THE CHAIRMAN AND CHIEF EXECUTIVE
OFFICER OF KPMG CANADA FROM 1993 TO 1999.
- - EFFECTIVE AUGUST 8, 2002, THE TITLE FOR DAVID A. NIELD CHANGED TO CHAIRMAN
AND CHIEF EXECUTIVE OFFICER OF CLF AND CLA. FROM 1998 TO 2002, MR. NIELD
WAS CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF CLA. AFTER ITS
INCORPORATION IN 1999, HE BECAME CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF CLF. PRIOR TO 1998, MR. NIELD WAS PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF CLA.
- - EFFECTIVE AUGUST 8, 2002, WILLIAM L. ACTON, PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF CLF AND CLA, WAS ELECTED TO THE BOARD OF DIRECTORS. FROM 1999 TO
2002, MR. ACTON WAS EXECUTIVE VICE-PRESIDENT OF CLF AND EXECUTIVE
VICE-PRESIDENT AND DIRECTOR, CANADIAN DIVISION OF CLA. FROM 1997 TO 1998,
HE WAS VICE-PRESIDENT AND DIRECTOR, CANADIAN DIVISION OF CLA.
- - EFFECTIVE SEPTEMBER 4, 2002, ROBERT T.F. REID, PRESIDENT, CANADA, OF DUKE
ENERGY GAS TRANSMISSION (FORMERLY WESTCOAST ENERGY INC.), WAS ELECTED TO
THE BOARD OF DIRECTORS. FROM 2001 TO 2002, MR. REID WAS EXECUTIVE
VICE-PRESIDENT AND CHIEF OPERATING OFFICER OF WESTCOAST ENERGY INC. FROM
1997 TO 2001, HE WAS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF UNION GAS
LIMITED.
- - EFFECTIVE OCTOBER 21, 2002, J. DAVID WILLIAMSON WAS APPOINTED SENIOR
VICE-PRESIDENT, STRATEGIC PLANNING AND BUSINESS DEVELOPMENT. FROM 2001 TO
2002, MR. WILLIAMSON WAS EXECUTIVE VICE-PRESIDENT AND CHIEF FINANCIAL
OFFICER OF CLARICA LIFE INSURANCE COMPANY. FROM 1997 TO 2001, HE HELD THE
FOLLOWING POSITIONS AT DERLAN INDUSTRIES LIMITED: VICE-PRESIDENT AND
TREASURER, SENIOR VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER, PRESIDENT AND
CHIEF OPERATING OFFICER, AND PRESIDENT AND CHIEF EXECUTIVE OFFICER.
- - EFFECTIVE NOVEMBER 6, 2002, JEAN F. CHAGNON, PRESIDENT AND CHIEF EXECUTIVE
OFFICER OF LALLEMAND INC., WAS ELECTED TO THE BOARD OF DIRECTORS.
- - EFFECTIVE NOVEMBER 6, 2002, TOM J. BARRY WAS APPOINTED TO THE POSITION OF
SENIOR VICE-PRESIDENT, IRISH DIVISION OF CLA. MR. BARRY RETAINS THE LOCAL
TITLE OF MANAGING DIRECTOR, IRISH DIVISION OF CLA. FROM 1999 TO 2001, HE
WAS EXECUTIVE DIRECTOR, FINANCIAL CONSULTANCY DIVISION OF CLA. PRIOR TO
1999, HE WAS CHIEF FINANCIAL OFFICER AND APPOINTED ACTUARY, IRISH DIVISION
OF CLA.
- - EFFECTIVE NOVEMBER 6, 2002, DIANE BARSOSKI, FORMERLY SENIOR VICE-PRESIDENT
AND DIRECTOR, HUMAN RESOURCES, ASSUMED THE POSITION OF SENIOR
VICE-PRESIDENT, HUMAN RESOURCES.
- - EFFECTIVE NOVEMBER 6, 2002, RONALD E. BEETTAM ASSUMED THE POSITION OF
SENIOR VICE-PRESIDENT, UNITED STATES DIVISION OF CLA. FROM 1998 TO 2002,
MR. BEETTAM WAS VICE-PRESIDENT AND DIRECTOR, U.S. DIVISION OF CLA. FROM
1997 TO 1998, HE WAS VICE-PRESIDENT, INDIVIDUAL OPERATIONS, U.S. DIVISION
OF CLA.
- - EFFECTIVE NOVEMBER 6, 2002, ANDREW D. BRANDS ASSUMED THE POSITION OF SENIOR
VICE-PRESIDENT AND GENERAL COUNSEL. EFFECTIVE MARCH 1, 2001, ANDREW D.
BRANDS WAS APPOINTED VICE-PRESIDENT AND GENERAL COUNSEL. FROM 1989 TO 2001,
MR. BRANDS WAS A SENIOR PARTNER WITH THE LAW FIRM OF SMITH LYONS.
- - EFFECTIVE NOVEMBER 6, 2002, DORON J. COHEN ASSUMED THE POSITION OF SENIOR
VICE-PRESIDENT AND CHIEF INFORMATION OFFICER OF CLA. EFFECTIVE MARCH 1,
2001, DORON J. COHEN WAS APPOINTED VICE-PRESIDENT AND CHIEF INFORMATION
OFFICER OF CLA. FROM 1999 TO 2001, MR. COHEN WAS A RESEARCH DIRECTOR WITH
GARTNER GROUP INC. PRIOR TO 1999, HE WAS VICE-PRESIDENT AND CHIEF
INFORMATION OFFICER OF TRANS CANADA PIPELINES, LTD.
- - EFFECTIVE NOVEMBER 6, 2002, DONALD A. GALLAGHER ASSUMED THE POSITION OF
SENIOR VICE-PRESIDENT, CANADIAN DIVISION OF CLA. FROM 2001 TO 2002, MR.
GALLAGHER WAS APPOINTED TO THE POSITION OF VICE-PRESIDENT AND DIRECTOR,
INDIVIDUAL INVESTMENTS AND PENSIONS, CANADIAN DIVISION OF CLA. FROM 1997 TO
2001 HE WAS VICE-PRESIDENT AND DIRECTOR, IRISH DIVISION OF CLA.
- - EFFECTIVE NOVEMBER 6, 2002, IAN GILMOUR ASSUMED THE POSITION OF SENIOR
VICE-PRESIDENT, UNITED KINGDOM DIVISION OF CLA. MR. GILMOUR RETAINS THE
LOCAL TITLE OF GENERAL MANAGER, UNITED KINGDOM DIVISION OF CLA. FROM 1997
TO 2002, HE WAS VICE-PRESIDENT AND GENERAL MANAGER, UNITED KINGDOM DIVISION
OF CLA.
- - EFFECTIVE NOVEMBER 6, 2002, JOSEPH A. GILMOUR ASSUMED THE POSITION OF
SENIOR VICE-PRESIDENT, INTERNATIONAL AND REINSURANCE DIVISION. FROM 1999 TO
2002, HE WAS VICE-PRESIDENT AND DIRECTOR, INTERNATIONAL AND REINSURANCE
DIVISION OF CLA. FROM 1997 TO 1999, HE WAS VICE-PRESIDENT AND DIRECTOR,
INTERNATIONAL DIVISION OF CLA.
- - EFFECTIVE NOVEMBER 6, 2002, D. ALLEN LONEY ASSUMED THE POSITION OF SENIOR
VICE-PRESIDENT AND CHIEF ACTUARY. FROM 1998 TO 2002 HE WAS VICE-PRESIDENT
AND CHIEF ACTUARY. FROM 1997 TO 1998, HE WAS VICE-PRESIDENT AND DIRECTOR,
U.S. DIVISION OF CLA.
- - EFFECTIVE NOVEMBER 6, 2002, ROBERT W. MORRISON, FORMERLY VICE-PRESIDENT AND
CHIEF INVESTMENT OFFICER, ASSUMED THE POSITION OF SENIOR VICE-PRESIDENT AND
CHIEF INVESTMENT OFFICER.
SHAREHOLDINGS OF DIRECTORS AND SENIOR MANAGEMENT
The number of common shares held by CLF's Directors and Senior Management
as a group at December 31, 2002, represented less than 1% of the total number of
outstanding shares of CLF.
ADDITIONAL INFORMATION
Additional information with respect to CLF, including directors' and officers'
remuneration and indebtedness, principal holders of securities, options to
purchase securities and interests of insiders in material transactions, where
applicable, is contained in the Company's Management Proxy Circular dated March
22, 2003. Additional financial information is provided in the Company's
comparative financial
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Canada Life Financial Corporation 2002 Annual Information Form - 9
<Page>
statements for the most recently completed financial year and interim financial
statements of the Company subsequent to the financial statements for its most
recently completed financial year, which have also been filed with applicable
securities regulatory authorities in Canada.
Upon request to the Secretary of CLF at its registered office, 330
University Avenue, Toronto, Ontario M5G 1R8, Canada, CLF will provide any
person with a copy of:
(i) this AIF together with any document or part thereof incorporated
by reference into this AIF;
(ii) the Company's Management Proxy Circular which contains additional
information concerning the Company, including directors' and
officers' remuneration and indebtedness, principal holders of the
Company's securities and options to purchase securities;
(iii) the audited financial statements of CLF for the year ended
December 31, 2002, which contain additional financial information
for the year then ended;
(iv) any unaudited interim financial statements of CLF subsequent to
December 31, 2002, and
(v) any other documents that are incorporated by reference into a
preliminary short-term prospectus or short-form prospectus filed
in respect of a distribution of securities of CLF.
A copy of any of these documents may be obtained without charge at any time
when a preliminary short-form prospectus has been filed in respect of a
distribution of any securities of CLF or any securities of CLF are in the course
of a distribution pursuant to a short-form prospectus. At any other time, any
document referred to in (i), (ii) or (iii) above may be obtained by security
holders of CLF without charge and by any other person upon payment of a
reasonable charge.
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Canada Life Financial Corporation 2002 Annual Information Form - 10