Thursday May 15,2025

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Industrial Alliance Insurance and Financial Services Inc.

Industrial Alliance Pacific General Insurance Corporation

Intact Insurance Company

ivari

Contact	Carolyn Ling
Title	Chief Agent
Company Address	200-5000 Yonge Street
City, Province, Postal	Toronto, Ontario, M2N 7E9
Country	Canada
Telephone
Toll Free	1-800-663-6880
Fax
E-Mail	carolyn.ling@ivari.ca
Company Website	http://ivari.ca
Licence Class(es)	Life, Accident & Sickness
Licence Conditions	WHEREAS Ontario Regulation 347/04 requires every insurer that authorizes one or more agents to act on its behalf to establish and maintain a system that is reasonably designed to ensure that each agent complies with the Insurance Act, the regulations, the rules and the agent’s licence, ivari has consented to conditions on its licence by way of an order of the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario (“FSRA”) on the following terms: I. APPOINTMENT OF AN INDEPENDENT MONITORING FIRM 1. ivari will retain an independent monitoring firm (“Monitoring Firm”) within forty-five (45) days of the date hereof. The Monitoring Firm must agree to carry out the steps described herein. 2. The Monitoring Firm must, at minimum: a) Be free of dealings with ivari that could create a material conflict of interest, whether actual or perceived. Where there is a non-material conflict, whether actual or perceived, the Monitoring Firm shall separate, through an ethical wall, the personnel within the Monitoring Firm who are carrying out this engagement from any other personnel within the Monitoring Firm who have such dealings with ivari; b) In the event that the Monitoring Firm establishes an ethical wall, ivari shall require the Monitoring Firm to provide an attestation to FSRA describing the nature of the conflict, how the ethical wall is designed to address the conflict, and that the Monitoring Firm has concluded it can carry out its obligations independently; and c) Be an experienced consulting firm with in-depth knowledge of subject matter as it relates to the requirements of these conditions and the available resources to fully discharge its responsibilities under these conditions. The CEO of ivari shall certify that the Monitoring Firm meets conditions a), b) and c). 3. ivari is responsible for retaining and compensating the Monitoring Firm. II. IVARI AND MONITORING FIRM’S DELIVERABLES 4. The Monitoring Firm will independently review ivari’s commitments to FSRA, in accordance with paragraphs 5 and 6 to validate whether ivari has a system in place that is reasonably designed to ensure that ivari agents (“Agents”), including ivari appointed managing general agencies (“MGAs”), are in compliance with the Insurance Act, its Regulations, and FSRA rules (collectively the “Requirements”). The Requirements include, but are not limited to, having a system in place that is reasonably designed to ensure that Agents are not providing inappropriate, inaccurate, or misleading information to consumers regarding the terms, benefits, or advantages of any contract of insurance with ivari or misleading consumers by omitting information. 5. In addition, in carrying out its validation, the Monitoring Firm shall confirm whether ivari has effectively addressed issues previously identified by FSRA, and implementation of commitments ivari has previously made to FSRA. 6. The process will proceed as follows: a) The Monitoring Firm will review and assess the adequacy of ivari’s commitments to FSRA, relative to the Requirements, including with respect to ivari’s MGA oversight programs (including onsite testing of MGAs, and key controls, to assess and confirm the completion, implementation and operational effectiveness, of the delegated functions carried out by the MGAs); i. ivari monitoring of Agents; ii. ivari training of Agents, including mandatory compliance training; and iii. a customer experience survey. b) The Monitoring Firm will identify any material differences (e.g. anything which could reasonably be misleading to a consumer) between ivari’s Universal Life (“UL”) related materials, including suitability criteria, and the evidence in the possession of ivari with respect to the selling practices of its MGAs relative to the Requirements, as set out in those materials. ivari shall instruct its MGAs to provide ivari with UL documents for the purposes of the Monitoring Firm’s review. Additionally, the Monitoring Firm will review and consider FSRA’s Approach to Fair Treatment of Customers in Insurance, published December 22, 2020, as well as FSRA’s Interpretation and Approach to Life agent reporting requirements and related insurer obligations, published February 25, 2022 and the Monitoring Firm may make recommendations, arising in the course of its engagement, relative to such Approaches, as it deems appropriate, and ivari will give reasonable consideration to any such recommendations. c) To the extent necessary to meet the Requirements, ivari will develop a written plan (the “Plan”) describing its existing system, and to implement any required improvements to its system, to ensure its system is reasonably designed to meet the Requirements, including practices and procedures to be implemented by ivari, resources required to implement practices/procedures, and timelines for implementation and timelines for testing to validate that the implementation has been successful. Such timelines for implementation shall not exceed May 30, 2025, unless the Monitoring Firm reasonably determines, in its professional opinion, that a longer timeline is necessary for specific deliverables. Any such extension shall not exceed 90 days or such other later date as is otherwise agreed by the Executive Vice President, Market Conduct, FSRA. d) The Monitoring Firm will independently validate whether the Plan is effective to achieve the objectives set out in paragraph 4. If the Plan is not effective, ivari shall work with the Monitoring Firm to prepare ivari’s revised Plan (the “Revised Plan”) and shall agree with the Monitoring Firm as to a reasonable date for implementation of ivari’s Revised Plan. Should the Revised Plan, in the Monitoring Firm’s opinion, not adequately address the objectives set out in paragraph 4, it will report accordingly to FSRA immediately. e) The Plan, or Revised Plan, shall be implemented by ivari by no later than May 30, 2025, or as extended under paragraph 6 c). After implementation the Monitoring Firm will validate that the Plan, or Revised Plan, has been fully implemented, tested and is working effectively, to achieve the objectives set out in paragraph 4, and in connection therewith, deliver a final written report thereon (“Final Report”) to FSRA, with a copy to ivari and its Board of Directors and External Auditor. The Final Report must also outline in sufficient detail how the Monitoring Firm reached its assessment. ivari shall direct the Monitoring Firm to deliver its Final Report to FSRA as soon as is reasonably possible but in no event later than 90 days of the implementation of the Plan or Revised Plan but in any event no later than November 30, 2025, unless an extension is otherwise agreed by the Executive Vice President, Market Conduct. 7. The Monitoring Firm shall be engaged until the requirements of these conditions have been addressed and until all other terms of these conditions have been met, including all reporting obligations and follow-up as set out herein. 8. Any delay or a failure to perform solely attributable to the Monitoring Firm is not a breach by ivari of these conditions. If the Monitoring Firm continues to fail to meet deadlines or to perform, FSRA may direct ivari to retain another Monitoring Firm in accordance with paragraph 1. 9. ivari acknowledges that FSRA is not bound to accept the Monitoring Firm’s conclusions and retains the right to access the work of the Monitoring Firm throughout its engagement and review/audit ivari as necessary pursuant to its authority under the Insurance Act. 10. All reporting and information to be submitted to FSRA, including the certificate from the Chief Executive Officer of ivari under paragraph 2 and the Final Report of the Monitoring Firm under paragraph 6 e), shall be provided to the Executive Vice President, Market Conduct, FSRA. 11. These conditions shall terminate 60 days after the Monitoring Firm delivers its Final Report to the Executive Vice President, Market Conduct, FSRA.