THE COMPANY

Portage Mutual Insurance (“PMI”) is a proudly 100% Canadian-owned company, established in 1884 upon the principles of security, integrity, hard work, and personalized service. Over the years, PMI has continued to grow and has built a reputation as one of the most responsive property and casualty (P&C) insurers in Canada. And, the principles that guide the company, and the friendly, small town style of doing business, remain the same. PMI offers a wide range of insurance products that, in many cases, have helped set the industry standards for residential, automobile, commercial, and agricultural business coverage. Serving over 167,000 policyholders and taking pride in giving thoughtful, personalized service on each each and every claim, earns PMI’s top ratings for claims service. The company’s products are marketed through over 295 independent insurance brokers and more than 700 points of distribution. This reflects a partnership approach which aims to deliver better service and value to policyholders. The combination of PMI’s logo and tagline Facing the storm with you is an apt metaphor to describe a company whose purpose is to take on risk and protect people.

Vision : To be the most trusted mutual insurer in Canada

Our Vision is to achieve sustained, strategic growth enabled by our investments in people and an agile culture. Our trusted partnerships with brokers, pricing excellence, and customer driven innovation will make us the insurer of choice in our markets. We will remain committed to brokers and committed to our communities.

Mission : To provide peace of mind

Portage Mutual Insurance provides quality insurance products and services with exceptional value, powered by passionate people. Our mission is protection and peace of mind for policyholders - promises we keep in partnership with brokers.

Values:

• Integrity: Since 1884, we have held a principled dedication to honesty and the highest standard of ethics.
• Mutuality: We believe deeply in our moral obligation to value and support the well-being of our policyholders, our team and our communities.
• Peace of Mind: We value the trust of our policyholders and partners. Portage Mutual is committed to protecting their financial security.
• Progressive: We are passionate about our business, seeking excellence today and preparing for a dynamic future.
• Reliability: Our financial strength ensures stability and is a commitment to being an insurer our policyholders and partners can rely on.

THE OPPORTUNITY

PMI is seeking an experienced Chief Legal and Governance Officer (“CLGO”) to join their Senior Leadership Team. This newly created role reports operationally to the Board Chair and administratively to the CEO, serves as an Officer of the company and is a trusted advisor to the Board of Directors, Board Chair, Board Committees and their respective committee Chairs on corporate governance and legal matters.

Additionally, the CLGO functions as a key operational resource to the Board, President & CEO, Senior Leadership Team, and the company as a whole, in providing independent and objective professional governance and legal advice to the organization and any subsidiary companies.

The CLGO provides practical, solutions-oriented counsel on corporate initiatives, transactions, and governance matters. This role also oversees legal risk mitigation, policy stewardship, and ethical practices, embedding a strong compliance culture throughout the organization; ensuring governance and legal considerations enable, rather than constrain, strategic innovation. While not directly responsible for enterprise risk management, the CLGO ensures governance structures reinforce resilience, regulatory compliance, and stakeholder trust.

KEY ACCOUNTABILITIES

Chief Compliance Officer and Regulatory and Compliance Management: Oversee compliance with insurance legislation, corporate disclosure requirements, privacy laws, and other applicable regulatory frameworks. Ensure timely filings and maintain strong relationships with regulators.

Corporate Secretary : Act as Corporate Secretary to the Board of Directors and its committees and provide regulatory and governance expertise ensuring effective Board operations, high-quality materials, accurate records, and compliance with fiduciary and disclosure obligations.

Legal Oversight and Chief Privacy Officer : Provide strategic and operational legal counsel on corporate, regulatory, contractual, employment, and litigation matters, ensuring PMI operates within applicable laws and

regulations.

Corporate Governance Leadership : Maintain strong governance frameworks, practices, and documentation that meet regulatory standards and support effective decision-making at the Board and executive levels.

THE IDEAL CANDIDATE

The ideal candidate will possess the following experience, qualifications, knowledge, skills,

and attributes:

• A seasoned legal and governance executive with 7+ years of progressive legal experience within insurance, financial services, or other highly regulated industries. Brings deep expertise in complex regulatory frameworks, compliance, privacy, legal, and governance.
• Highly experienced in working with Boards and Board Chairs, with a talent for engaging in productive, solution-oriented discussions that support effective decision-making. Skilled in providing governance leadership and fulfilling Corporate Secretary responsibilities with confidence and professionalism.
• Recognized as a strategic yet hands-on leader, equally comfortable advising on enterprise-wide initiatives and rolling up their sleeves to draft policies, prepare materials, or address operational challenges directly.
• A trusted relationship builder, adept at fostering credibility with regulators, executives, and stakeholders. Strong people leader with a track record of developing high performing teams and positioning the legal and governance function as a valued business partner.
• Proven track record serving as Corporate Secretary or senior governance executive, with strong Boardroom presence.
• Industry Knowledge: In-depth understanding of insurance regulatory frameworks, compliance requirements, and disclosure obligations.
• Demonstrated ability to lead legal and governance teams, manage external counsel, and influence senior stakeholders.
• Exceptional communication, negotiation, and relationship-building skills, with the ability to translate complex legal and governance issues into actionable advice.
• Law degree (JD/LLB) and active membership in good standing with a recognized bar association.
• Institute of Corporate Directors (ICD) Courses or Designations, an asset.
• Governance Professionals of Canada Courses &/or Designations, an asset.
• Membership of (or ability to be accepted into) the relevant professional bodies.

TRAVEL

The successful candidate will be required to travel to Manitoba approximately six times/year.

ACCOMMODATION

To better serve the diversity of its community, Portage Mutual Insurance is dedicated to creating an inclusive and equitable environment for both clients and staff, and to the representation and hiring of all ethnicities, races, sexual/gender identities, cultural backgrounds, abilities, and beliefs. Portage Mutual Insurance is committed to providing a barrier-free environment for everyone who enters its premises, accesses its information, or uses its services. Should you require accommodation to participate as a candidate in the hiring process, please communicate your needs to the LHH Knightsbridge project team.

CONTACT INFORMATION

Lindsay Millard, Senior Consultant lindsay.millard@lhhknightsbridge.com 416.928.4558

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