Information Technology Committee Charter

Information Technology Committee Charter

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Committee Members

Harriet Edelman
 Paget Alves
Ogi Redzic
Robert W. Stein

A. PURPOSE

The Information Technology Committee (the “Committee”) shall advise and assist the Board of Directors (the “Board”) of Assurant, Inc. (the “Company”), in fulfilling its responsibilities by:

  1. Reviewing the Company’s information technology strategy, operations and investments in support of the Company’s overall business and operating strategy.
  2. Reviewing the Company’s policies with respect to information technology risk assessment and risk management, including cybersecurity policies, controls and procedures.
  3. References to “information technology” includes systems, data, applications, infrastructure, and electronic communications, as well as solutions to enable the Company to deliver differentiated, customer-centric experiences and efficient and effective operations.

B. STRUCTURE AND OPERATIONS

Composition, Appointment and Removal

The Committee shall be comprised of three or more members of the Board.  The members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee and shall serve until such member’s successor is duly qualified and elected or until such member’s earlier resignation or removal.  The members of the Committee may be removed, with or without cause, by a majority vote of the Board.  Each member of the Committee shall be a director who is determined by the Board to be “independent” under the rules of the New York Stock Exchange and comply with the Company’s corporate governance guidelines.

Chair

The Chair of the Committee shall be elected by the Board based on the recommendation of the Nominating and Corporate Governance Committee.  The Chair will chair all Committee meetings and set the agendas.

Delegation to Subcommittees

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.

C. MEETINGS

The Committee shall meet at least three times annually, or more frequently as circumstances dictate.  The Chair or any member of the Committee may call meetings of the Committee.  At any meeting of the Committee, the presence of a majority of its members then in office shall constitute a quorum for the transaction of business; and the act of a majority of its members present at a meeting at which a quorum is present shall be the act of the Committee.  Minutes of all meetings of the Committee shall be kept.  The Committee may invite to its meetings any director, member of management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities.

D. ROLES AND RESPONSIBILITIES

The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section A of this Charter.  These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions.  The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in this Charter.

  1. Review the company’s information technology planning and strategy, including the financial and strategic benefits of proposed significant information technology-related programs and initiatives and significant information technology investments and expenditures.

  2. Receive reports from management concerning the implementation of the Company’s significant programs and initiatives, including the cost, the expected benefits and the timelines of implementation.

  3. Receive reports from management on how information technology impacts, or is needed to implement, strategic and business initiatives.

  4. Receive reports from management concerning the Company’s information technology operations including software development project performance, technical operations performance and information technology architecture.

  5. Review the Company’s approach to information technology‐related innovation and receive reports on existing and future trends in information technology that may affect the Company’s strategic plans.

  6. Review or discuss with management the Company’s risk management and risk assessment guidelines and policies regarding information technology systems and security, including disaster recovery capabilities.

  7. Review or discuss with management the Company’s cybersecurity policies, controls and procedures, including: procedures to identify and assess internal and external cybersecurity risks; controls to protect from cyberattacks, unauthorized access or other malicious acts and risks; procedures to detect, respond to, mitigate negative effects from and recover from cybersecurity attacks; and controls and procedures for fulfilling applicable regulatory reporting and disclosure obligations related to cybersecurity risks, costs and incidents.

Other Responsibilities

  1. The Committee, in discharging its role, is empowered to study or investigate any matter of interest or concern that the Committee deems necessary or appropriate.  In this regard, the Committee shall have the authority to retain outside legal, accounting or other advisors for this purpose, including the authority to approve the fees payable to such advisors and any other terms of retention.

  2. The Committee shall report regularly to the Board (i) following each meeting of the Committee, (ii) with respect to such other matters as are relevant to the Committee’s fulfillment of its responsibilities and (iii) with respect to such recommendations as the Committee may deem appropriate.  Reports to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make such report.

  3. The Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or advisable.  In addition, the Committee shall review and evaluate, at least annually, the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter.


Investor Contact

Suzanne Shepherd

Senior Vice President, Investor Relations

28 Liberty Street, 41st Floor

New York, NY 10005

212-859-7062

Investor.Relations@assurant.com

Sean Moshier

Assistant Vice President, Investor Relations

28 Liberty Street, 41st Floor

New York, NY 10005

212-859-5831

Investor.Relations@assurant.com