THG 2019 Proxy Statement

THE HANOVER INSURANCE GROUP 2019 PROXY STATEMENT 11 year’s annual meeting, with the exception of Michael Angelini, who had reached the Company’s mandatory retirement age for directors, Mr. Booth, and Mr. Henry, who was absent due to unexpected circumstances. Board Committees The standing committees of the Board consist of the Committee of Independent Directors (the “ CID ”), the Audit Committee, the Compensation Committee, and the NCGC. Each committee is composed solely of directors determined by the Board to be independent. The current responsibilities of each of the committees are set forth in their charters, which are available on the Company’s website, www.hanover.com , under “About Us-Corporate Governance-Committee Charters.” For a printed copy of any committee charter, shareholders should contact the Company’s Corporate Secretary. The current members of the committees of the Board are: Board Committees Director Independent Committee of Independent Directors Audit Committee Compensation Committee Nominating and Corporate Governance Committee Kevin J. Bradicich ✓ ✓ ✓ Jane D. Carlin ✓ ✓ ✓ P. Kevin Condron (C) ✓ ✓ ✓ Cynthia L. Egan ✓ ✓ ✓ (Chair) Daniel T. Henry ✓ ✓ ✓ Wendell J. Knox ✓ ✓ ✓ Kathleen S. Lane ✓ ✓ ✓ * Michael D. Price ✓ ✓ ✓ (Chair) Joseph R. Ramrath ✓ ✓ ✓ Harriett “Tee” Taggart ✓ ✓ ✓ (Chair) Number of meetings held in 2018† 9 10 8 5 (C) Denotes the Chair of the Board (Chair) Denotes the Chair of the applicable committee * Ms. Lane was appointed to the Audit Committee on February 25, 2019 † Does not include informal meetings held by the committees throughout the year Committee of Independent Directors The CID, consisting of all the independent members of the Board, discharges such responsibilities as are referred to it from time to time by the Board or one of its committees. In particular, the CID is responsible for reviewing and approving the recommendations of the Compensation Committee and the NCGC, as applicable, with respect to establishing performance criteria (goals and objectives) for our CEO, evaluating the CEO’s performance and approving CEO compensation and targets. In addition to meeting the independence requirements under the NYSE regulations, each committee member participating in approving the CEO’s compensation must also meet the independence requirements under Section 16 (“ Section 16 ”) of the Securities Exchange Act of 1934 (the “ Exchange Act ”). The independent members of the Board typically meet in executive session at every scheduled Board meeting and from time-to-time meet informally or by telephonic committee meetings. Audit Committee The Board has made a determination that the members of the Audit Committee satisfy the requirements of the NYSE as to independence, financial literacy and experience and satisfy the independence requirements of the Sarbanes-Oxley Act of 2002. Accordingly, the Audit Committee is independent from management. The Board has determined that Mr. Price is an Audit Committee financial expert and Mses. Carlin and Lane and Mr. Bradicich are financially literate, in each case as defined by SEC regulations. The Audit Committee is, among other things, responsible for the selection and engagement, compensation, retention, evaluation, oversight and, when deemed appropriate, termination of the Company’s independent, registered public accounting firm. The Audit Committee annually evaluates the performance of the Company’s independent, registered public accounting firm, and determines whether to reengage it or consider other audit firms. Some of the factors considered by the Audit Committee in deciding whether to retain PwC, the Company’s independent, registered public accounting firm, include: PwC’s technical expertise and capabilities with respect to audit and non-audit services; PwC’s depth of knowledge of the Company’s operations and businesses, accounting policies and practices, and internal control over financial reporting, and PwC’s tenure as independent auditor, including the relative benefits compared to any concerns that may be associated with a longer tenure; PwC’s independence and processes for maintaining its independence; • • •