Pro-Demnity Insurance Company (“Pro-Demnity”) is a wholly owned subsidiary of the Ontario Association of Architects (the “OAA”). Founded in 1889, the OAA is a self-regulating organization governed by the Architects Act, a statute of the Government of Ontario. The OAA is dedicated to promoting and increasing the knowledge, skill and proficiency of its members, and administering the Architects Act, to serve and protect the public interest.

Pro-Demnity provides mandatory professional liability insurance to architectural practices in Ontario, as prescribed by the Architects Act and its regulations. For those firms that choose limits above the mandatory minimums, Pro-Demnity also provides higher limits, competing with other professional liability insurance providers. In addition, the Company provides a unique Risk Alliance offering, combining a series of structured risk education materials and sessions, risk management tools, and unstructured one-on-one risk guidance and peer consulting. The Company has a robust underwriting and claims management capabilities, excellent relationships with its reinsurers, and a solid capital base. The company is committed to a culture of diversity, equity, inclusiveness, and belonging.

Pro-Demnity’s origin is as the OAA Indemnity Plan, started in 1987 to provide professional liability coverage to Ontario architectural practices. In 2003, we were incorporated as a licenced insurer, regulated by the Financial Services Regulatory Authority of Ontario (“FSRA”). We have a permanent staff of 33. Our 13-person Board of Directors is made up of architects and non-architects, the majority independent of the OAA. We are a diverse board representing experienced backgrounds in finance, industry, professional services, and many possess ICD.D certification. The Company is a Corporate Member of the Institute of Corporate Directors. Information about Pro-Demnity is available on its website www.prodemnity.com.

Experience:

Senior-level

Salary Range:

Not Specified

Position description

The term of a Pro-Demnity Board member has a maximum period of nine years, subject to annual re-election by the OAA. Board meetings are held four to five times each year and Committees usually meet four times per year. We currently work on a hybrid meeting approach, with half our board meetings in person, half held virtually. All Committee meetings are currently held virtually. When held in person, meetings are usually in Toronto. Our Annual General Meetings of our Shareholder is held virtually in late March, and attendance at that meeting is encouraged.

Directors are expected to serve on at least one of the Standing Committees (Conduct Review, Governance & Nomination (CRGN) Committee; Finance & Audit (F&A) Committee; Human Resources (HR) Committee) and may participate in any ad hoc committees of the Board. The committee assignments are driven by a combination of Directors’ expertise, succession planning within the Board, the Company’s future needs, peer evaluation, recommendations of the CRGN Committee, and approval by the Board.

Pro-Demnity reimburses Board members for actual expenses incurred to fulfill their role (e.g., travel and accommodation costs when necessary) and has a small annual education allocation for each Director. In addition, Directors receive an annual retainer and per meeting attendance fee.

Required skills / Experience

This year, Pro-Demnity is seeking a director with experience in finance and investment. A forward-thinking individual with an inquisitive mind would fit in well with our Board and strategic direction. An understanding of the operations of a regulated, privately-held company, professional liability insurance (or, more broadly, property and casualty insurance) would be welcomed although this is not mandatory.

Independent Board Director
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How to Apply

Please submit the following information in either a .pdf or .doc format. Applications should be submitted not later than November 28, 2025 by email to Dilhara Perera, Corporate Governance Specialist ([email protected] )

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. Please 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).

5. Please provide two references whom we may contact regarding your application.
a. 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 membership on the Pro-Demnity Board of Directors.
b. For each referee, the following information is requested:
i. Name of Reference
ii. Organization they currently work with, if applicable
iii. Their Title and Position within their Organization
iv. E-mail and phone number(s)
v. Nature of your relationship with the Reference.

6. Confirm your consent to Pro-Demnity releasing all information contained in this application to The Ontario Association of Architects, as part of Pro-Demnity’s director nomination and election process.

7. A completed Competency Self-Assessment

8. Your Curriculum Vitae