Board Director

Massey Henry is thrilled to support in the recruitment of a Board Director (“Director”) at Green Shield Canada Insurance (“GSCI”), a subsidiary of GreenShield, a proudly Canadian not-for-profit social enterprise and Canada’s only national non-profit health and benefits company. GSCI is an OSFI-regulated life insurance company.

About GreenShield

Where purpose meets passion and performance.

GreenShield is a proudly Canadian not-for-profit social enterprise. Envisioning a future in which all Canadians can achieve their fullest health and well-being potential regardless of background or circumstance, GreenShield is committed to democratizing access to culturally appropriate healthcare, reinventing the healthcare experience with the patient at its centre, and dramatically improving health outcomes for mental health and other chronic diseases in pursuit of Better Health for All™.

GreenShield is an integrated health and benefits company and the first organization in Canada to operate as a payer-provider. The organization offers insurance, administer benefits, and pay claims as a ‘payer’ while offering health services such as mental health, pharmacy, and telemedicine services as a ‘provider.’

GreenShield’s vision is to transcend the traditional boundaries of healthcare, insurance, and social impact. GreenShield is Canada’s only national non-profit health and benefits company. As a non-profit, they have no shareholders. GreenShield’s communities are their only shareholders, and profits are reinvested to improve the health and well-being of underserved Canadians.

Purpose

Make it easier for people to live their healthiest lives.

Mission

Better Health for All

• Better Health: Dramatically improve mental health and other chronic disease health outcomes.
• For All: Democratize access to care for equity-seeking communities.

Values

• Customer-and community-obsessed: Anticipate needs and provide empathetic solutions.
• Courageously moral: Do what’s right over what’s easy, considering the ‘we’ before the ‘me’.
• Entrepreneurial mindset: Innovate with speed and agility, balancing a commercial and social impact mindset.

Key Organizational Focuses

Social Impact

Creating positive, long-lasting impact by putting people at the centre of everything we do.

Social impact drives GreenShield’s purpose and commitment to advancing health equity for Canadians. By the end of 2025, GreenShield will have invested $75,000,000 in social impact initiatives, and impacted 1,000,000 lives.

Creating Shared Value (CSV) is at the heart of the organization’s approach, and CSV powers GreenShield’s mission, integrating social impact with business strategies. As the organization grows, they expand their impact to become an even stronger force for good in the communities they serve.

Equity, Diversity & Inclusion (ED&I)

GreenShield celebrates DE&I as a cornerstone of their culture and believes in its value and relevance. The organization actively harness the unique strengths and perspectives that each team member brings to the table, seeks opportunities to expand the inclusive offerings in their benefits plans, and has continually achieved and exceeded DE&I targets.

Sustainability

Recognizing the profound impact that their actions can have on the environment and the communities they serve, GreenShield is committed to fostering a sustainable future for all and strives to be a leader in environmental sustainability through achievement of its mission to reduce its impact, educate and empower, and be transparent and accountable.

Key Initiatives

• Oral Health: GreenShield’s investment of over $20 million has helped nearly 50,000 individuals access oral health care and services.
• Mental Health: GreenShield has invested over $18.5 million and positively impacted the lives of 300,000 Canadians. This includes a new Youth Mental Health initiative, as well as a Women’s Mental Health Program, along with key partnerships with organizations like Strong Minds Strong Kids and Psychology Canada.
• Essential Medicines: GreenShield’s Essential Medicines program provides vital medications to Canadians without provincial or private prescription drug coverage.

Business Lines

GreenShield operates three main lines of business, including:

• GreenShield Insurance: Providing clients with flexible and automated administration of dental, drug, extended health, travel benefits, and health spending accounts.
• GreenShield Administration: Providing access to proprietary information, valuable insights, and an enhanced healthcare experience while effectively managing and controlling the costs of all health and dental benefits, focusing on specialty drug management.
• GreenShield Health: Providing holistic well-being solutions for public and private organizations of all sizes with an innovative, tech-forward approach bringing together telemedicine, mental health, disease management, well-being, and pharmacy services and group and individual health insurance and administration services.

GreenShield™+

Launched in 2023, GreenShield+ is a first-of-its-kind integrated solution that is reinventing the health care and benefits experience. It is a robust, scalable digital ecosystem that delivers integrated healthcare services, and leverages data to inform the development and delivery of new, relevant, tailored services.

Through the GreenShield+ App, Canadians are provided with timely access to the quality care they need, with effortless processing and payment of benefits claims. By innovating integrated health and benefits services for members, GreenShield is creating a blueprint for the evolution of healthcare across the country, with the patient at the centre.

For more information on GreenShield+, as well as GreenShield’s social impact initiatives, read the 2023 Social Impact Report here.

Corporate Structure & Governance

GreenShield completed a corporate reorganization on January 1, 2025.

The reorganization transformed GreenShield into a vertically integrated health services company providing health insurance, health and benefits administration (including pharmacy benefits management), and targeted health services to customers.

The reorganization positions GreenShield to achieve its strategic objectives, ensure its ongoing sustainability, grow its financial capacity, and advance its social purpose and mission.

At a high level, the corporate strucutre is organized as follows:

• Parent company: Green Shield Association (“GS Association”), a non-share capital, not-for-profit corporation incorporated under the Canada Not-for-profit Corporations Act.
• GS Association is the sole shareholder of Green Shield Holdings Inc. (“GS Holdings”), which directly or indirectly owns the subsidiaries that operate GreenShield’s three main lines of business: GreenShield Administration, GreenShield Health, and GreenShield Insurance.
• GreenShield Insurance is owned by GS Holdings and is the largest line of business, with gross billings of approximately $5B and net revenue and assets in excess of $1B. It is operated by Green Shield Canada Insurance (“GSCI”), an OSFI-regulated life insurance company.
• GSCI’s Board consists of seven directors, three of whom also serve as directors of GS Holdings.  GSCI’s direct shareholder is Green Shield Insurance Holdings Inc. (“GS Insurance Holdings”). GS Insurance Holdings’ Board is identical to that of GSCI.

Governance

A robust governance structure keeps GreenShield strong and is the foundation of the organization’s continued success. GreenShield’s governance structure meets – and in many cases exceeds – industry standards and best practices. In keeping with GreenShield’s mandate as a non-profit social enterprise, the organization is committed to operating ethically, honestly, and transparently with its shareholders.

Board of Directors – Overview

GreenShield’s Board of Directors, encompassing both the Green Shield Canada Board and GS Holdings Board, ensures an ethical culture and sustainable organization through strong corporate governance practices.

The Board Chair and Chief Executive Officer (CEO) roles are separate, and all Directors, except for the CEO, are independent directors, confirmed annually by the Corporate Governance, Conduct Review, and Ethics Committee.

Management establishes structures, policies, and processes with active oversight from the Board to achieve GreenShield’s mission and strategic goals. The Board conducts annual effectiveness evaluations and peer evaluations and adopts governance best practices appropriate for the company. Director competencies align with the strategic plan, and the Board of Directors must collectively reflect expertise in all competencies.

About the GSCI Board

Note: This Board Director opportunity is specific to the Board of Green Shield Canada Insurance (“GSCI”), an OSFI-regulated life insurance company, and its parent GS Insurance Holdings.

As mentioned, GSCI’s Board consists of seven directors, three of whom also serve as directors of GS Holdings. GSCI’s direct shareholder is GS Insurance Holdings; GS Insurance Holdings’ Board is identical to that of GSCI.

Term and Renewal

A director of GSCI and GS Insurance Holdings is elected for a term of one year.

A director’s re-election for a subsequent term is not automatic and is dependent on the Director’s performance, the knowledge and experience requirements of the Board, and compliance with the by-laws and applicable policies of GSCI and GS Insurance Holdings. Directors are also subject to service limits as described in the Board of Directors Succession, Nomination, and Selection Policy.

Time Commitment

There will be approximately 4 Board meetings per year; as well, Board Directors typically participate in 1 – 2 joint strategy meetings with the GS Holdings Board and GreenShield’s executive management team annually.

Meetings are held in Toronto, Ontario, with one meeting per year in Windsor, Ontario, where the original office and call centre are located.

As a Director of GSCI and GS Insurance Holdings, the candidate will also serve on selected Committees. In addition, the Director will also participate on the Enterprise Technology Advisory Group, which meets approximately twice per year.

External Commitments

A Director is expected to advise the Board Chair of any potential appointments to outside boards, prior to their acceptance of the position. A Director must annually report all external commitments as a director, officer, contractor or consultant on the Annual Declaration Form.

The Opportunity

The Board Director (“Director”) upholds the highest standards of governance, integrity, and accountability in support of GreenShield’s broader mission and long-term success.

As a key member of the GSCI Board, the Director actively participates in board and committee meetings, strategy sessions, and education programs, while demonstrating a strong commitment to fiduciary duties. The Director prepares diligently for Board meetings and strategy sessions, bringing informed judgment to deliberations, and contributing meaningfully to governance oversight.

In particular, the Director provides expert strategic guidance on the advancement of the organization’s technology architecture, both as a Director of GSCI and as a member of the Enterprise Technology Advisory Group, while demonstrating key competencies in areas such as strategic oversight and organizational design, as well as emerging digital technology, cybersecurity trends and operations, data & analytics, end-to-end customer and advisor experience, digital platforms for distribution and/or servicing, artificial intelligence (AI), and regulatory and compliance requirements on privacy and data protection information. The Enterprise Technology Advisory Group is responsible for providing advisory services to the Audit & Risk Committees of both the GSCI and GS Holdings Boards on technology decisions in line with the enterprise strategic plan.

Through their expertise, integrity, and collaboration, the Director will help ensure sound governance practices, while maintaining the confidentiality of Board proceedings, and fostering a respectful, high-functioning Board culture that reflects GreenShield’s values and social purpose.

Key Responsibilities & Functions

The roles of the GSCI and GS Insurance Holdings Directors are essential to GreenShield’s long-term success. Directors must complete the following responsibilities and fiduciary and advisory duties to effectively fulfill their roles:

Oversight of GSCI

• Provide oversight of GSCI, with accountability to its sole shareholder, GS Insurance Holdings.
• Demonstrate commitment to the mission, policies, and values of GSCI and GS Insurance Holdings.
• Actively remain informed of their businesses and prepare for meetings of the Board and the committees on which the Director serves.
• Provide expert insight on various strategic initiatives, including GreenShield’s payer-provider model, as well as its oral health, mental health (including Youth Mental Health and Women’s Mental Health) and Essential Medicines programs.

Fiduciary Duties

• Act with a duty of loyalty and of care to GSCI and GS Insurance Holdings.
• Act with honesty and in good faith, avoid conflicts of interest, uphold Board solidarity, and respect the confidentiality of the Board.
• Exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances, and which may be reasonably expected of a person with their knowledge and experience.

Time Commitment

• Commit the necessary time to prepare for and attend meetings of the Board and the committees on which they serve, including strategy retreats, planning sessions, and education sessions, and participate on the Enterprise Technology Advisory Group.
• Advise the Board Chair or Committee Chair (as applicable) of their inability to attend a scheduled meeting as soon as they are aware of their inability to attend.
• Participate in meetings, ask informed questions, and make a positive contribution to discussions.

Informed Judgement

Directors must contribute to the governance role of the Board through:

• actively contributing specific expertise, skills, and attributes that are identified as needs of the Board;
• providing wise counsel and asking relevant questions while recognizing the distinction between the Board’s governance role and management’s responsibility for running the business;
• interpreting and understanding the financial statements of GSCI and GS Insurance Holdings;
• expressing dissenting opinions in a constructive manner;
• considering and reconciling different perspectives and viewpoints and fostering independent thinking;
• acting objectively and with the ability to resolve challenging issues.

Integrity

• Directors are expected to have the ability to:
• be and be seen as free of actual or perceived conflicts of interest;
• uphold the confidentiality of Board discussions and information;
•  support the decisions and policies of the Board in discussions with outsiders, even if the Director holds another view or voiced another opinion during a Board discussion;
• work as a team member;
• be respectful of other Directors and their views.

Knowledge and Ongoing Training

• The Director shall be knowledgeable about: the business and operations of GSCI; the role and responsibilities of a board and of an individual director; regulatory and compliance responsibilities; the GSCI and GS Insurance Holdings by-laws; the Board’s governance policies; and corporate policies applicable to directors.
•  The Director actively participates in meetings and commits to ongoing training and education for Board skills and duties.
• A Director should attend appropriate education conferences/programs in accordance with the Board Education Policy and attend director orientation sessions in accordance with the Director Orientation Policy.
• A Director must participate collaboratively in the evaluation of the Board, its committees, and individual Directors, as well as in individual interviews with the Board Chair.

Strategic Governance Expertise: Technology

In addition to the Director’s broader Board accountabilities, they will also:

• Bring forward technology insights and perspectives to inform innovation strategy and governance, while participating meaningfully in the Enterprise Technology Advisory Group.
• Provide strategic oversight and expert guidance on the advancement of the organization’s technology architecture, with particular emphasis on cyberoperations, cybersecurity trends, data & analytics, end-to-end, customer and advisor experience, digital platforms for distribution and/or servicing, artificial intelligence, regulatory and compliance requirements on privacy and data protection, and ensuring alignment with long-term organizational goals and risk management priorities.

The Individual

The Board Director (“Director”) is a seasoned governance professional with demonstrated expertise in corporate governance and an advanced understanding of the life insurance, health benefits, or related sectors, gained through senior leadership, industry, or board experience.

In addition to a strong foundation in board-level competencies, the Director brings nuanced expertise in enterprise technology leadership, with particular depth in strategic oversight and organizational design, as well as emerging digital technology, cybersecurity trends and operations, data & analytics, end-to-end customer and advisor experience, digital platforms for distribution and/or servicing, artificial intelligence (AI), and regulatory and compliance requirements on privacy and data protection information.

A collaborative, principled, and well-respected leader, the Director demonstrates a steadfast commitment to a purpose-driven board with a strong emphasis on social impact and equity, while dedicating the time and attention required to fulfill their fiduciary responsibilities effectively.

Key Qualifications

Skills, Knowledge, and Experience

• Proven experience serving on a Board of Directors and/or in a senior management role, leading large complex organizations, ideally within a highly regulated financial services organization.
• Depth of expertise in enterprise technology leadership, particularly in strategic oversight and organizational design, as well as emerging digital technology, cybersecurity trends and operations, data & analytics, end-to-end customer and advisor experience, digital platforms for distribution and/or servicing, artificial intelligence (AI), and regulatory and compliance requirements on privacy and data protection information.
• Diverse industry experience and an advanced understanding of life insurance and health benefits, established through professional, industry, or leadership experience.
• Experience navigating regulatory compliance and oversight considerations with key regulatory entities (e.g., OSFI).
• Willing and able to devote the time and energy needed to fully participate on a Board and act in the best interest of the organization.
• Ability to work with and communicate effectively with a diverse group of stakeholders, including executive leaders, and fellow Board members.
• Familiarity with corporate governance principles; strong business acumen developed through hands-on business leadership experience.
•  Well versed in corporate governance and best practices through related experience and ongoing professional development.

Education

• University degree in finance, technology, business, or a related field.
• ICD.D designation an asset.