MANULIFE FINANCIAL CORP
MFC 40-F Report ended Dec. 31, 2024
MANULIFE FINANCIAL CORP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
40-F
(Check One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31
, 2024
Commission file number
1-14942
(Exact name of Registrant as specified in its charter)
(Province or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number (if applicable))
Not applicable
(I.R.S. Employer Identification Number (if applicable))
(Address and telephone number of Registrant’s principal executive offices)
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each
class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
4.150% Senior Notes due 2026, 2.484% Senior
Notes due 2027, 3.703% Senior Notes due 2032, 5.375% Senior Notes due 2046, and 4.061% Subordinated Notes due 2032
1
In connection with the issuance of C$2 billion principal amount of 3.375% Limited Recourse Capital Notes (LRCN) Series 1
(Subordinated Indebtedness) on February 19, 2021, the Registrant issued 2 million Class 1 Series 27 preferred shares (Series 27) at a
price of C$1,000 per Series 27 share. The Series 27 shares were issued to the limited recourse trustee of a consolidated trust to be held as
trust assets in connection with the LRCN structure.
2
In connection with the issuance of C$1.2 billion principal amount of 4.100% LRCN Series 2 (Subordinated Indebtedness) on
November 12, 2021, the Registrant issued 1.2 million Class 1 Series 28 preferred shares (Series 28) at a price of C$1,000 per Series 28
share. The Series 28 shares were issued to the limited recourse trustee of a consolidated trust to be held as trust assets in connection with
the LRCN structure.
3
In connection with the issuance of C$1 billion principal amount of 7.117% LRCN Series 3 (Subordinated Indebtedness) on June 16,
2022, the Registrant issued 1 million Class 1 Series 29 preferred shares (Series 29) at a price of $1,000 per Series 29 share. The Series 29
shares were issued to the limited recourse trustee of a consolidated trust to be held as trust assets in connection with the LRCN structure.
For annual reports, indicate by check mark the information filed with this Form:
Indicate
the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report:
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Common Shares
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Class A Shares Series 2
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Class A Shares Series 3
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Class 1 Shares Series 3
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Class 1 Shares Series 4
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Class 1 Shares Series 9
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Class 1 Shares Series 11
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Class 1 Shares Series 13
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Class 1 Shares Series 15
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Class 1 Shares Series 17
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Class 1 Shares Series 19
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Class 1 Shares Series 25
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Class 1 Shares Series 27
1
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Class 1 Shares Series 28
2
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Class 1 Shares Series 29
3
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Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
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☑
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No
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Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files).
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No
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging Growth Company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board
to its Accounting Standards Codification after April 5, 2012.
Auditor Name:
Ernst Young LLP
Auditor Location:
Toronto, Ontario, Canada
40-F 3
The Public Company Accounting Oversight Board (United States) ID number for the Canadian firm of Ernst Young LLP is
1263
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
40-F 4
Principal Documents
The following documents, filed as exhibits 99.1, 99.2, and 99.3 hereto, are hereby incorporated by reference into this Annual Report:
(a)
Consolidated Financial Statements for the fiscal year ended
December 31, 2024
;
(b)
Management’s Discussion and Analysis for the fiscal year ended
December 31, 2024
; and
(c)
Annual Information Form dated
February 19, 2025
for the fiscal year ended
December 31, 2024
.
40-F 5
Certifications and Disclosure Regarding Controls and Procedures.
(a)
Certifications
. The Certificates required by Rule 13a-14(a) and (b) are set forth in Exhibits 99.4, 99.5, 99.6 and 99.7 to this
Annual Report on Form 40-F.
(b)
Disclosure Controls and Procedures
. The conclusions of the principal executive and principal financial officers of Manulife
Financial Corporation (the “Company”) regarding the effectiveness of the Company’s disclosure controls and procedures as at
December 31, 2024
are set forth under the heading “Controls and Procedures – Disclosure Controls and Procedures” in the Company’s
Management’s Discussion and Analysis for the fiscal year ended
December 31, 2024
, filed as Exhibit 99.2 to this Annual Report on
Form 40-F.
(c)
Management’s Annual Report on Internal Control over Financial Reporting
. Management’s report on the Company’s internal
control over financial reporting is set forth under the heading “Controls and Procedures – Management’s Report on Internal Control over
Financial Reporting” in the Company’s Management’s Discussion and Analysis for the fiscal year ended
December 31, 2024
, filed as
Exhibit 99.2 to this Annual Report on Form 40-F.
(d)
Attestation Report of the Registered Public Accounting Firm
. Ernst Young LLP’s attestation report on management’s
assessment of internal control over financial reporting is set forth under the heading “Report of Independent Registered Public
Accounting Firm to the Shareholders and Board of Directors of Manulife Financial Corporation – Opinion on Internal Control Over
Financial Reporting” in the Company’s Consolidated Financial Statements for the fiscal year ended
December 31, 2024
, filed as Exhibit
99.1 to this Annual Report on Form 40-F.
(e)
Changes in Internal Control over Financial Reporting
. Information regarding any changes in the Company’s internal control
over financial reporting is set forth under the heading “Controls and Procedures – Changes in Internal Control over Financial Reporting”
in the Company’s Management’s Discussion and Analysis for the fiscal year ended
December 31, 2024
, filed as Exhibit 99.2 to this
Annual Report on Form 40-F.
Audit Committee Financial Expert.
Information regarding audit committee financial experts is set forth under the heading “Audit Committee” in the Company’s Annual
Information Form (“AIF”) dated
February 19, 2025
for the fiscal year ended
December 31, 2024
, filed as Exhibit 99.3 to this Annual
Report on Form 40-F.
Code of Business Conduct and Ethics.
The Company has adopted a Code of Business Conduct and Ethics (“Code”) that applies to all directors, officers and employees of the
Company and that qualifies as a “code of ethics” as that term is defined in Form 40-F. The Code is filed as Exhibit 99.10 to this Annual
Report on Form 40-F.
The Code is posted on the corporate governance section of our website and is available for viewing at:
https://www.manulife.com/content/dam/corporate/global/en/documents/corporate-governance/MFC_COBC_EN.pdf.
Any amendments
to the Code will be posted at our website at such internet address.
In 2024, the Company made certain amendments to its Code, in addition to making administrative updates to the Code, including:
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The obligation to report foreign interference in response to the new OSFI Integrity Security Guideline;
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Additional guidance on culture and conduct and treating customers fairly;
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Revisions to language on unfair business practices related to illegal insurance rebating; and
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Enhanced guidance on shared business entertainment, external directorships and the use of artificial intelligence.
There were no waivers, including implied waivers, from any provision of the Code during 2024.
Principal Accountant Fees and Services.
Information regarding the fees billed by Ernst Young LLP is set forth under the heading “Audit Committee – External Auditor Service
Fees” in the Company’s AIF dated
February 19, 2025
for the fiscal year ended
December 31, 2024
, filed as Exhibit 99.3 to this Annual
Report on Form 40-F.
40-F 6
Pre-Approval Policies and Procedures.
Information regarding the pre-approval policies and procedures of the Company’s audit committee is set forth under the heading “Audit
Committee – Pre-Approval Policies and Procedures” in the Company’s AIF dated
February 19, 2025
for the fiscal year ended
December
31, 2024
, filed as Exhibit 99.3 to this Annual Report on Form 40-F.
Hours Expended on Audit Attributed to Persons Other than the Principal Accountant’s Employees.
Not Applicable.
Off-Balance Sheet Arrangements.
Information regarding the Company’s off-balance sheet arrangements is set forth in the discussion of risk in the Company’s
Management’s Discussion and Analysis for the fiscal year ended
December 31, 2024
, filed as Exhibit 99.2 to this Annual Report on
Form 40-F. The notes to the Consolidated Financial Statements for the fiscal year ended
December 31, 2024
, filed as Exhibit 99.1 to this
Annual Report on Form 40-F include the following disclosures related to off-balance sheet
arrangements
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Note 8
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Risk Management - Securities Lending, Repurchase and Reverse Repurchase Transactions
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Note 17
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Interests in Structured Entities
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Note 18
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Commitments and Contingencies
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Tabular Disclosure of Contractual Obligations.
Information regarding the Company’s contractual obligations is set forth under the heading “
Additional Disclosures –
Contractual
Obligations” in the Company’s Management’s Discussion and Analysis for the fiscal year ended
December 31, 2024
, filed as Exhibit
99.2 to this Annual Report on Form 40-F.
Identification of the Audit Committee.
Information regarding the Audit Committee of the Company’s Board of Directors (the “Board”) is set forth under the heading “Audit
Committee – Composition of the Audit Committee” in the Company’s AIF dated
February 19, 2025
for the fiscal year ended
December
31, 2024
, filed as Exhibit 99.3 to this Annual Report on Form 40-F.
Independence of Directors.
A majority of the directors and all members of the Board’s standing committees must be independent so that the Board operates
independently of management.
A director is independent if he or she does not have a direct or indirect relationship with the Company that could reasonably be expected
to interfere with the director’s ability to exercise independent judgment. The Company has established an independence policy for the
Board which is consistent with applicable legal and regulatory requirements, including those established under Canadian and U.S.
securities law, the Insurance Companies Act (Canada) and the rules of the New York Stock Exchange. The independence policy is
available on our website (
www.manulife.com
).
Each year the Board, with the assistance of the Corporate Governance and Nominating Committee, reviews the independence of each
director and has determined that 12 of the 13 directors serving on the Board as of
December 31, 2024
are independent and that the
members of the Audit Committee and the Management Resources and Compensation Committee meet the additional independence
requirements for those committees. As CEO, Roy Gori is not independent.
Presiding Director at Meetings of Non-Management Directors.
The independent directors meet regularly with senior executives and have an opportunity to meet privately without management present
during closed sessions held at each Board and committee meeting. They may also use these sessions to meet privately with members of
management or independent advisors.
In addition, the independent directors meet without the CEO present to review the performance and approve the compensation of the
CEO, to review the Board’s effectiveness assessments and to approve the Board’s objectives for the following year.
40-F 7
Communication with Non-Management Directors.
Shareholders wishing to contact non-management directors of the Company may write to the Chair of the Board, in care of the Corporate
Secretary, at the head office of the Company, 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5.
Corporate Governance Guidelines.
The Company’s governance practices are consistent in all material respects with the requirements of the Insurance Companies Act
(Canada), the corporate governance guidelines established by the Office of the Superintendent of Financial Institutions (Canada) and by
the Canadian Securities Administrators, the New York Stock Exchange corporate governance rules for domestic issuers and the
applicable U.S. Securities and Exchange Commission rules and regulations. The Company’s statement of corporate governance practices
is posted on the corporate governance section of our website and is available at:
https://www.manulife.com/en/about/corporate-
governance.html
Board Committee Charters.
The Board has established four standing committees to assist it in fulfilling its mandate: Corporate Governance and Nominating
Committee, Audit Committee, Risk Committee, and Management Resources and Compensation Committee.
All of the members of the standing committees are independent. Each committee reviews and, as necessary, updates its charter every
year and monitors compliance with its charter on a regular basis. Each committee chair reports to the Board on the committee’s
deliberations and any recommendations that require Board approval.
The committee charters and the position description for the committee chairs are posted on the corporate governance section of our
website and are available at:
https://www.manulife.com/en/about/corporate-governance.html
40-F 8
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A.
Undertaking
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Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered
pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in
said securities.
B.
Consent to Service of Process.
The Company has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this
Annual Report arises.
Any change to the name or address of the Registrant’s agent for service of process shall be communicated promptly to the Commission
by amendment to the Form F-X referencing the file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F
and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized, on
February 19, 2025
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Manulife Financial Corporation
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By:
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/s/ James D. Gallagher
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Name:
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James D. Gallagher
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Title:
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General Counsel
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EXHIBIT INDEX
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Exhibit
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Description
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97.1
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Executive Officer Clawback Policy
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99.2
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Management’s Discussion and Analysis for the fiscal year ended
December 31, 2024
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99.3
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Annual Information Form dated
February 19, 2025
for the fiscal year ended
December 31, 2024
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99.6
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Section 1350 Certification of Chief Executive Officer
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99.7
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Section 1350 Certification of Chief Financial Officer
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99.8
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Consent of Independent Registered Public Accounting Firm
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99.9
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Consent of Appointed Actuary
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99.10
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Code of Business Conduct and Ethics
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101
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Interactive Data File (formatted as Inline XBRL)
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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TABLE OF CONTENTS
Note 8risk Management - Securities Lending, Repurchase and Reverse Repurchase TransactionsNote 17interests in Structured EntitiesNote 18commitments and Contingencies