Meeting Summary

OAC Board - May 25, 2018

Confirmation of Appointment of Officers

In order to facilitate compliance reporting and certification requirements in other jurisdictions, OAC has found it useful to summarize the current senior officers of the corporation in an annual confirmatory resolution.  Also, to facilitate the signing of certificates and powers of attorney, it is useful to appoint various corporate counsel as assistant corporate secretaries.

The OAC Board approved a resolution, effective April 1, 2018, that gave effect to this intention.

Amendments to By-law No. 1

With the separation of duties between the Chief Executive Officer and the President and Chief Pension Officer as of April 1, 2018, references in By-law No. 1 to the CEO’s duty relating to benefit determinations required amendment, as this duty is exercised directly by the President.The OAC Board approved the amendment to By-law No. 1 by deleting certain phrases relating to the duties of the Chief Executive Officer which are now performed by the President and Chief Pension Officer.  In accordance with OAC’s practice, the OAC By-laws are posted on the OMERS website.

Enterprise Risk Report – Q1 2018

The OAC Board approved the Q1 Enterprise Risk Report which provided an update on OMERS risk profile.

Proposed Changes to the Rules Respecting Practice and Procedure

The Appeals Committee work plan permits amendments to the Rules Respecting Practice and Procedure (the Rules), the Appeals Manual and By-Law No. 4 as required.  A full review of all appeal documents is scheduled for 2019.

The Rules were updated to reflect the changes to the Senior Executive Team which took effect on April 1, 2018.  OAC Management also recommended amendments to the Rules, specifically, the removal of imbedded links to the OMERS website and the Government of Ontario website, which are no longer necessary.

As recommended by the Appeals Committee at its meeting held on May 22, 2018, the OAC Board approved the amended Rules Respecting Practice and Procedure, effective May 25, 2018.  The Rules are posted on the OMERS website.

Independent Board Chair Appointment Process

The OMERS Sponsors Corporation advised that it intends to commence a formal process in the fall of 2018 relating to the review and appointment of the OAC Board Chair for a third term commencing January 1, 2020.  As a result of the accelerated process, several steps were proposed, including the review and update of the Board Chair Role Description by the Governance Committee for recommendation to the OAC Board for approval.

The SC’s Corporate Governance Committee provided several suggestions for amendments that better reflect the working relationship that the OAC Board Chair is expected to have with the SC and Sponsor Organizations. The OAC Board also requested a minor wording change.

As recommended by the Governance Committee at its meeting held on May 23, 2018, the OAC Board approved the amended OAC Board Chair Role Description, effective June 1, 2018.  The Board Chair Role Description is included in the Governance Manual posted on the OMERS website.