Independent Director

One of our current directors will be reaching their term limit in 2027. As a result, Pro-Demnity Insurance Company’s Board of Directors is seeking applications for a new independent director to be recommended to our Shareholder for appointment at our March 2027 Annual General Meeting.

Completed application packages must be submitted by November 30, 2026.

The Pro-Demnity Board has 13 directors, including the President & CEO of Pro-Demnity and the Senior Vice President & Treasurer of the OAA, who both serve as ex-officio directors. Of the remaining 11 directors, six are Ontario architects, including two members of OAA Council and four independent of OAA Council, and five are independent Directors from outside the architecture profession whose expertise supports the Board in fulfilling its responsibilities.

Board composition is guided by a skills matrix, future skill requirements, Board renewal, and committee mandates.

This year, Pro-Demnity is seeking one experienced director to join our Board. The ideal candidate will bring Insurance industry experience, sound judgement, curiosity and a forward-looking perspective. Experience with regulated or privately held companies would be an asset.

Pro-Demnity is an equal opportunity organization. If you are contacted for an interview, please let us know if you require accommodation. Enquiries regarding the Board position may be directed to Kelley Irwin, Chair, Conduct Review, Governance & Nomination Committee, at kelley.irwin@outlook.com, or care of the President & CEO at BruceP@Prodemnity.com.

Questions about the application process may be directed to Dilhara Perera at 437 747 4613 or DilharaP@prodemnity.com.

Application Process

Please submit the following information in either a .pdf or .doc format. Applications should be submitted not later than November 30, 2026 by email to Dilhara Perera, Corporate Governance Specialist (DilharaP@prodemnity.com).

1. Your Curriculum Vitae
2. Cover letter
3. A completed Competency Self-Assessment

Which should include:

1. Your name, Name of Your Business/Organization, and your title/position in that organization (if applicable), contact address, phone number (s) and e-mail address.
2. Outline areas of expertise and experience that you can bring to the board of directors, particularly as it relates to the business of Pro-Demnity and board governance.
3. Provide a brief narrative statement of professional and personal background as it relates to the Pro-Demnity and a statement of interest. This information may be distributed to the Nominations Committee in preparation for its meeting.
4. Indicate the continuing education efforts pursued by you in board work and your experience as a director or trustee of any other boards (for-profit or not-for-profit).

Please note that, as part of Pro-Demnity’s Director nomination and election process, the information contained in this application may be shared with the Ontario Association of Architects (OAA). If you object to the disclosure of this information, please advise us.

If shortlisted, we will request you to provide two references whom we may contact regarding your application.

1. By submitting the names of these references, you explicitly authorize the referees whose contact information you provide to Pro-Demnity to submit, in written, oral, or electronic form, to Pro-Demnity Insurance Company information pertinent to the evaluation of your application for becoming a director of Pro-Demnity.
2. For each referee, the following information is requested:
   1. Name of Reference;
   2. Organization they currently work with, if applicable;

• Their Title and Position within their Organization;

1. E-mail and phone number(s);
2. Nature of your relationship with the Reference.