Meeting Summary 

Governance Committee – November 13, 2019

Charities Policy

The Governance Committee Mandate requires that the Committee approve specific named policies including the Charities Policy.  The Policy outlines the parameters under which OMERS will participate in charitable giving while maintaining fiduciary obligations to plan members.

Management proposed approval of the updated Charities Policy which was reviewed in accordance with its planned renewal cycle.  Several administrative updated were recommended.

Following questions and discussion, the Governance Committee approved the Charities Policy, effective December 1, 2019.  In accordance with AC’s practice, the Policy is posted on the OMERS website.

Director Remuneration Policy

The OMERS Act provides that the remuneration of AC Directors and the reimbursement of expenses are determined by the Sponsors Corporation (SC).  The SC has enacted By-law No. 6 to establish the level of remuneration and limits on the reimbursement of expenses.  The AC Board has delegated to the Governance Committee the responsibility for establishing Director remuneration and expense policies that are consistent with the SC’s by-law and provide additional guidance to AC Directors.

Management did not recommend any substantive changes to the Director Remuneration Policy; however, because the SC was in the process of conducting a review of AC Board remuneration and the results would not be considered for approval by the SC Board until after the Governance Committee meeting, Management sought authorization for the Board Chair and Chair of the Governance Committee to update the Policy to reflect any amendments to SC By-law No. 6 resulting from the current SC review of AC Board remuneration.

Following questions and discussion, the Governance Committee authorized the Chair of the Board and Chair of the Governance Committee to update the AC Director Remuneration Policy to reflect any changes to AC Board remuneration upon approval of an amendment to the OMERS Sponsors Corporation’s By-law No. 6.

Governance Manual and Governance Handbook for 2020

The Governance Committee’s mandate authorizes the Committee to approve the form and content of a Governance Manual and Governance Handbook.

Following this year’s review, substantive changes to the Manual related to updating the Board Mandate, Committee Mandates, and Management Mandate were recommended.  No fundamental changes were recommended for the Handbook.

Following questions and discussion, the Governance Committee approved the Governance Manual and the Governance Handbook and authorized the Corporate Secretary to make future editorial changes as required.  OMERS practice is to post the Governance Manual on its public website.  The Handbook is an internal reference tool for directors and management personnel.