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Board Committees

The Board is responsible for the stewardship of the Company. Directors are responsible for overseeing the management of the business and affairs of the Company.

• Board of Directors' Mandate 
• Audit Committee
• Conduct Review and Ethics Committee
• Corporate Governance and Nominating Committee
• Management Resources and Compensation Committee
• Risk Committee
  

Audit Committee
The “Audit Committee” is responsible for assisting the Board of Directors in its oversight of the Company’s internal control over financial reporting; the effectiveness of Manulife’s risk management and compliance practices; the independent auditor’s performance, qualifications and independence; the performance of the Company’s internal audit function; and the Company’s compliance with legal and regulatory requirements.

Richard B. DeWolfe - Chair Robert E. Dineen, Jr. Sheila Fraser Robert J. Harding Luther S. Helms John R.V. Palmer

2011 Charter    2010 Report   2010 Score Card

Conduct Review and Ethics Committee
The “Ethics Committee” assists the Board of Directors in its oversight role with respect to conflicts of interest; confidential information; complaints of customers; and transactions that involve parties related to the Company.

Richard B. DeWolfe - Chair Robert E. Dineen, Jr. Sheila Fraser Robert J. Harding Luther S. Helms John R.V. Palmer

2011 Charter     2010 Report    2010 Score Card

Corporate Governance and Nominating Committee
The “Governance Committee” identifies individuals qualified and suitable to become Board members and recommends to the Board the director nominees for each annual meeting of shareholders. Members of the Governance Committee also assist the Board in overseeing the development of Manulife’s corporate governance policies, practices and processes; the effectiveness of the Board of Directors, its committees and the Chairs of those committees and the contributions of individual Directors.

Hugh W. Sloan, Jr. - Chair John M. Cassaday Gail C.A. Cook-Bennett Thomas P. d’Aquino Luther S. Helms

2011 Charter   2010 Report  2010 Score Card

Management Resources and Compensation Committee
The “Management Resources Committee” assists the Board of Directors in its oversight role with respect to Manulife’s global human resources strategy, policies and programs; and all matters relating to the appropriate utilization of human resources within the Company, with special focus on management succession, development and compensation including the President and Chief Executive Officer.

John M. Cassaday - Chair Linda B. Bammann Joseph P. Caron Thomas P. d’Aquino Scott M. Hand Tsun-yan Hsieh Lorna R. Marsden Hugh W. Sloan, Jr.

2011 Charter   2010 Report   2010 Score Card

Risk Committee
The “Risk Committees” assists the Board in its oversight of the Company’s management of its Principal Risks including reviewing the Principal risks and assessing whether the key risks of the Company have been identified; reviewing, and approving if appropriate, management’s recommended policies, procedures and controls used to identify, assess and manage the Company’s principal risks; assessing the Company’s programs, procedures and controls in place to manage its Principal Risks; and reviewing the Companies compliance with its risks management policies and legal and regulatory requirements.

John R.V. Palmer - Chair Linda B. Bammann Richard B. DeWolfe Scott M. Hand Robert J. Harding Donald R. Lindsay

2011 Charter  2010 Report   2010 Score Card