Committee Members
Harriet Edelman
Sari Granat
Ogi Redzic
Robert W. Stein
A. PURPOSE
The Information Technology Committee (the “Committee”) shall assist the Board of Directors (the
“Board”) of Assurant, Inc. (the “Company”) in fulfilling its responsibilities by:
- Reviewing the effectiveness of the Company’s information technology strategy, operations and investments
in support of the Company’s overall business and operating strategy;
- Providing input and perspective on technology advances and innovation and their potential to further the
Company’s strategy; and
- Reviewing the effectiveness of the Company’s policies with respect to information technology risk
assessment and risk management, including cybersecurity policies, controls and procedures.
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 of the Committee will chair and set the agendas for all Committee meetings.
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 of the
Board 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. Committee members may attend meetings in person, telephonically, virtually (via video conference), or via
similar communications arrangements that enable all persons participating in the meeting to hear each other. The
Committee may also take action by unanimous written consent. 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 purpose as
outlined in 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 related to information technology 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 purpose of the Committee outlined in this Charter.
- Review and assess 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
- Review and assess the Company’s artificial intelligence planning and strategy, including impact on operations,
risk management and control processes, and monitor emerging regulations in artificial intelligence.
- Review 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.
- Review reports from management and provide input on how information technology impacts, or is needed to
implement, strategic and business initiatives.
- Receive reports from management concerning the Company’s information technology operations, including
software development project performance, technical operations performance and information technology
architecture.
- Review and provide input and perspective to the Company’s approach to information technology‐related
innovation; discuss existing and future trends in information technology and artificial intelligence that may affect the Company’s
strategic plans.
- Review and discuss with management the effectiveness of the Company’s risk assessment and risk management
guidelines and policies regarding information technology systems and security, including disaster recovery
capabilities and enterprise data management.
- Review and discuss with management the effectiveness of the Company’s cybersecurity policies, controls and
procedures, including: procedures to identify and assess internal and external risks from cybersecurity threats; controls to
prevent and protect from cyberattacks, unauthorized access or other malicious acts and risks; procedures to detect, respond
to, mitigate negative effects from and remediate cyberattacks; and controls and procedures for fulfilling
applicable regulatory reporting and disclosure obligations related to cybersecurity incidents risks and costs.
- Other Responsibilities
- 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 of the Committee or any other member of the Committee designated by the
Chair of the Committee to make such report.
- 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.
- Review and reassess, at least annually, the adequacy of this Charter and recommend to
the
Nominating and Corporate Governance Committee and 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.
- 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.
Amended as of November 9, 2023