Manulife Financial Corp., Canada's largest life insurer and second largest financial institution by stock market value, is about to appoint a woman to the top post on its board of directors for the first time in its 121-year history.
Gail Cook-Bennett, a director of the company since 1978 and its vice-chairwoman since last December, is slated to be appointed chairwoman later this year when her term as chairwoman of the Canada Pension Plan Investment Board expires, Manulife says in its latest management proxy circular.
She will replace Arthur Sawchuk, 72, who has held the post of chairman for nearly six years but has reached the mandatory retirement age, according to the circular, which was filed with securities regulators Friday in advance of the company's annual meeting, set for May 8.
Ms. Cook-Bennett, a veteran corporate director, will be paid an annual retainer of $375,000 in the post, up from $110,000 as a director.
Mr. Sawchuk has agreed to stay on until Ms. Cook-Bennett's arrival and the board has waived the mandatory retirement requirement in the interim .
A CPPIB spokesman said her current term as board chairwoman there is to expire Oct. 31, bringing her tenure in the post to about 10 years.
Ms. Cook-Bennett, 67, is one of just two women on Manulife's 15-member board, and one of very few women to chair a major Canadian company.
According to data compiled by executive search firm Spencer Stuart, only two other such companies currently have chairwomen: retailer Canadian Tire Corp., where Maureen Sabia heads the board, and electric power producer TransAlta Corp., where Donna Soble Kaufman is the incumbent.
However, women are better represented in the top board position among Crown corporations and agencies and other public sector and non-profit organizations.
Ms. Cook-Bennett's promotion to head the Manulife board was applauded by Vancouver executive search consultant Patrick O'Callaghan, who chairs an organization called Women on Board. Its purpose is to help more women break into corporate boards.
"It's a spectacular appointment, I think, and certainly breaks new ground," he said in a brief telephone interview.
However, Rob Grandy, who co-leads the director practice at recruiter Korn/Ferry International in Toronto, said he sees the move more as a "natural evolution" of Ms. Cook-Bennett's career.
"People would see Gail as just a good director, a good chairman, as opposed to looking at her gender," he said.
Mr. Grandy conceded that it is "unusual" to see a woman appointed to head a corporate board, but added, "My own view is we're kind of past [such an appointment]being noteworthy."
Ms. Cook-Bennett could not be reached for comment.
An economist by profession, she is currently also a director of Petro-Canada and Emera Inc. of Halifax, the parent company of Nova Scotia Power Inc. In the past, she has been on the boards of such companies as Toronto-Dominion Bank, Enbridge Consumers' Gas Co. Ltd., Campbell Soup Co. Ltd., Groupe Transcontinental GTC Ltée, IDEA Corp., as well as the Bank of Canada.
In 2003, she was recognized as a "trailblazer" in an annual listing of Canada's Most Powerful Top 100 Women selected and published by an organization called the Women's Executive Network.
Despite making Ms. Cook-Bennett its chairwoman-designate, Manulife apparently is not ready to adopt any kind of quota system to boost the number of women on its board.
The company cites her appointment in recommending shareholders vote against a proposal also included in the management proxy circular that calls for the company to ensure its board of directors is equally split between men and women within three years.
In the proposal, one of nine it has submitted, the Mouvement d'éducation et de défenses des actionnaires (MÉDAC), a Montreal-based shareholder activist group, says it is "convinced that an increased female presence on the board of directors would bring added value to the way it operates."
However, in a rebuttal, Manulife says it does not support fixed percentages for any selection criteria, as the composition of the board is based on numerous factors established by selection criteria the company has set up that are reviewed annually.
As is almost always the case among Canadian public companies, Manulife also is recommending shareholders vote against all of MÉDAC's other proposals. These range from a suggestion the company boost by 10 per cent the dividend for shares held longer than two years, to banning executives from exercising stock options until the end of their terms of office.
On another front, the proxy circular also shows that Manulife paid its chief executive officer Dominic D'Alessandro a total of about $20.5-million in 2007, including $5-million in gains on stock options he cashed in during the year.
His total direct compensation was about $13.7-million in 2007, compared with about $13.5-million in 2006, although pension service costs brought the final figures to $15.5-million and $15.3-million, respectively.
Mr. D'Alessandro, 61, who has headed the company for 14 years, was paid just under $1.3-million in salary last year, along with a $4.1-million annual incentive bonus, another $4.1-million in restricted share units worth $4.1-million and another $4.1-million in stock options.
As well, as of Dec. 31, 2007, Mr. D'Alessandro was sitting on a pile of exercisable stock options worth more than $100.5-million and unexercisable options worth another $8.1-million.
Manulife reported a record profit of $4.3-billion, or $2.78 a share, last year, up from $3.9-billion, or $2.51 a share, in 2006.
Its return on equity also hit a new high of 18.4 per cent, compared with 16.8 per cent a year earlier.