Meeting Summaries

OMERS is active in reporting to plan members and employers on how their contributions are managed and invested. The AC Board holds meetings each year with plan members and maintains frequent contact through meetings with member groups, the annual report, website, regular newsletters, benefit statements, presentations and correspondence.

As part of a commitment to transparency to Plan members, AC’s Communications Policy provides that: “If there are no confidentiality obligations, summaries of Board and Committee decisions are provided on our website.” Please find these records below.

2024 Meeting Summaries

A special GRC meeting was held on June 20, 2024, but no final decisions were made by the Committee at the meeting.

Update on the Fighting against Forced Labour and Child Labour in Supply Chains Act

The Fighting against Forced Labour and Child Labour in Supply Chains Act (the Act) came into force on January 1, 2024. The Act requires that on or before May 31 of each year, a covered business entity must file a report with the Minister of Public Safety and Emergency Preparedness detailing the steps taken during the previous financial year to prevent and reduce the risk that forced or child labour is used by the entity or in its supply chains. In addition to a report, covered business entities must respond to a questionnaire.

OMERS Administration Corporation has an annual reporting obligation under the Act due to its control of entities which meet the criteria of a reporting entity under the Act.

Following discussion and as recommended by the Audit & Actuarial Committee at its meeting held on May 14, 2024, the AC Board approved the report and the questionnaire, both of which were submitted accordingly.

Objectives of SC Review of By-law No. 4

OMERS Sponsors Corporation (SC) has initiated a review of its By-Law No. 4 which relates to the composition of the AC Board, with the intent to approve any amendments thereto in Q3 2024. As part of this process, SC has been liaising with AC through the Joint Council. At a Joint Council meeting on February 14, 2024, SC produced a list of questions and objectives for discussion with, and input from, AC.

At the GRC meeting on February 22, 2024, the Committee emphasized the importance of setting aside time to deliberate with both GRC and Board Members in order to provide a meaningful response to the questions and objectives put forward by SC. The GRC met in a special meeting on April 29, 2024 to discuss proposed responses by AC to the questions and objectives put forward by SC It was proposed that the GRC recommend to the AC Board the authorization of the AC Joint Council representatives to convey and discuss the concepts and responses reflected in the form of talking points, which reflect the input of the GRC, to SC through Joint Council and to report the results of such discussions back to the AC Board.

Following discussion and as recommended by the GRC at its meeting held on May 15, 2024, the AC Board authorized the AC Joint Council Representatives to convey and discuss the concepts and responses to SC through Joint Council and to report the results of such discussion back to the AC Board.

Proposed Changes to AC Board Competency Framework

The GRC Mandate states that the Committee is responsible for “assessing and recommending the competency requirements of the AC Board as outlined in the Competency Framework every three years”. The Competency Framework was last approved in August 2023 and was not due for its triennial substantive review; however, changes were proposed to the Senior Leadership competency.

Following discussion and as recommended by the GRC at its meeting held on May 15, 2024, the AC Board approved the amended AC Board Competency Framework, pending consideration of any feedback received from SC.

AC Board Chair Role Description

The mandate of the Governance & Risk Committee (GRC) states that it is the responsibility of the Committee to recommend changes to the Board Chair Role Description.

The SC Corporate Governance Committee sent a letter suggesting that the AC Board Chair Role Description be amended to “more explicitly identify the support AC provides to SC pursuant to the OMERS Municipal Employees Retirement System Act, 2006…”.

Revisions were proposed to align with the language of the OMERS Act and to acknowledge that appropriate advice and assistance, consistent with the Archibald decision, will be provided as required under the OMERS Act.

Following discussion and as recommended by the GRC at its meeting held on May 15, 2024, the AC Board approved the amended AC Board Chair Role Description and authorized the GRC Chair to respond to the SC letter.

The Member Services Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Lobbying Policy

The Lobbying Policy underwent its regular triennial review, resulting in minor amendments for the Committee’s consideration and approval.

Following questions and discussion, the Committee approved the revised Lobbying Policy, effective June 1, 2024.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Anti-Bribery & Corruption Policy

The Audit & Actuarial Committee (AAC) Mandate requires the Committee to approve the Anti-Bribery & Corruption (ABC) Policy. The Policy was due for renewal in 2024.

Following questions and discussion, the AAC approved the amended ABC Policy, effective June 1, 2024.

Personal & Institutional Trading Policies

The AAC Mandate requires the Committee to approve the Personal and Institutional Trading Policies. The Policies were last reviewed and approved in 2022 and were due for renewal under the normal policy review cycle.

Following questions and discussion, the AAC approved the amended Personal and Institutional Trading Policies, effective June 1, 2024.

External Auditor Audit Plan, Engagement Letter and Fees for 2024

The AAC Mandate requires the Committee to approve the fee and engagement letter for the External Auditor for the upcoming audit year, and the annual audit plan of the External Auditor.

Following questions and discussion, the AAC approved the external auditor engagement letter and estimated fees for the 2024 year-end audit, as well as the external audit plan for the 2024 fiscal year audit.

Q1 2024 Investment Performance Reports to SC

The AC Board provides the SC Board with quarterly reports summarizing the quarterly financial results for the Primary Plan and the RCA. The quarterly reports are released to SC once the AAC has met and reviewed the quarterly financial results.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at March 31, 2024, with both to be provided to SC.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special GRC meeting was called, but no decision was made by the Committee at the meeting.

A special meeting of the Investment Committee was called to review a portfolio company, but no final decisions were made by the Committee at the meeting.

2023 Actuarial Assumptions & 2023 Actuarial Valuations of the OMERS Pension Plans

In accordance with its Work Plan, the Audit & Actuarial Committee (AAC) is to recommend to the AC Board for approval the actuarial assumptions and the actuarial valuations of the Primary Plan and RCA.

A special AAC meeting was held on January 24, 2024 to recommend the discount rates and inflation assumptions for use in the December 31, 2023 actuarial valuations of the OMERS Plans. Based on these actuarial assumptions, WTW, the actuary appointed by the AC Board, has prepared the actuarial valuation reports.

At its meeting on February 16, 2024, the AAC reviewed the 2023 valuations. In accordance with Touchpoint 3 of the Memorandum of Understanding between AC and SC, Management and WTW presented the results of the 2023 valuations to both Boards at the AC/SC Joint Session on the afternoon of February 16, 2024.

Following discussion and as recommended by the AAC at its meetings held on January 24 and February 16, 2024, the AC Board approved the following:

the nominal discount rates to prepare the 2023 actuarial valuations of the Primary Plan and RCA;
the short-term inflation assumption to prepare the 2023 actuarial valuations of both the Primary Plan and RCA;
the December 31, 2023 actuarial valuations of the Primary Plan and RCA; and
Management is authorized to provide the valuation reports to SC.

2023 Annual Reporting Materials

Section 21 of the OMERS Act, 2006 requires that AC prepare a report on the affairs of the OMERS Pension Plans of the preceding year, which report shall also contain a copy of the audited financial statements (Annual Report). It further requires that AC shall give a copy of the Annual Report to every employer participating in the Pension Plans and to any member, former member or retired member of the Plans who requests it.

The AAC Mandate outlines its responsibilities with respect to OMERS Annual Report:

recommending to the AC Board the AC annual audited financial statements and the annual audited financial statements of the Administered Funds; and
recommending to the AC Board the Highlights for our Members (aka Front Section) and Management's Discussion & Analysis content to be included in OMERS Annual Report and other material public announcements regarding financial matters.

Following discussion and as recommended by the AAC at its meeting held on February 16, 2024, the AC Board approved the following:

the OMERS Administration Corporation’s consolidated financial statements and the audited financial statements for the Administered Funds;
the Front Section and Management’s Discussion and Analysis (MD&A) included in the Annual Report; and
the press release with respect to the 2023 financial results.

Confirmation of Appointment of Officers

To facilitate compliance reporting and certification requirements in other jurisdictions, AC 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 individuals as assistant corporate secretaries.

Following discussion, the AC Board confirmed the duly appointed officers of OMERS Administration Corporation, effective January 1, 2024.

2024 AC Board Work Plan

The mandate of the AC Board requires it to establish its work plan annually. The work plan describes how the AC Board will meet its mandate obligations.

The AC Board approved its 2024 Work Plan, which was prepared to comply with the AC Board Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

Funding Policy – RCA

The Funding Policy for the RCA (Policy) sets out OMERS approach to managing funding objectives and risks for the RCA. The Policy is reviewed every three years. In this review, changes were made to the Policy to be internally consistent with other similar policies, to improve the Policy’s style and clarity, and to “future proof” the Policy against changes SC is considering making to the RCA’s funding mechanism.

Following discussion and as recommended by the AAC at its meeting held on February 16, 2024, the AC Board approved the Funding Policy – RCA effective March 1, 2024.

Code of Conduct and Ethics

A request was made by the AC Board Chair to put forward proposed amendments to the Code of Conduct and Ethics (the Code) to provide additional guidance to OMERS employees and Board Members relating to the use of social media, with an effective date of March 1, 2024.

The Code is scheduled for its normal course biennial review later in 2024, and a full content review and update will be undertaken and presented for consideration in August.

Following discussion and as recommended by the AAC at its meeting held on February 16, 2024, the AC Board approved the Code effective March 1, 2024.

2023 AC Board Remuneration and Attendance Report (Annual Report)

For the past several years, the Governance & Risk Committee (GRC) has reviewed and recommended to the AC Board the governance portions of the Annual Report, in a similar manner to how the AAC reviews the financial statements and MD&A, and the Human Resources Committee reviews the Compensation Discussion & Analysis.

Following discussion and as recommended by the GRC at its meeting held on February 22, 2024, the AC Board approved the 2023 OMERS Administration Corporation Board Remuneration and Expenses and Attendance Report for inclusion in the Annual Report.

OMERS AC Governance Principles

In August 2013, the AC Board adopted a set of fundamental Governance Principles to guide OMERS in its commitment to world-class pension plan governance. The GRC mandate requires an annual assessment against these Principles.

At its meeting on February 22, 2024, the GRC reviewed the AC Governance Principles and proposed clarifications to the Disclosure principle.

Following discussion and as recommended by the GRC at its meeting held on February 22, 2024, the AC Board approved the OMERS Administration Corporation Governance Principles.

Compensation Discussion and Analysis (Annual Report)

The Human Resources Committee (HRC) Mandate requires the Committee to recommend to the AC Board compensation-related disclosure in public documents such as the OMERS Annual Report.

The OMERS executive compensation information is included in its own section of the Annual Report titled “Compensation Discussion and Analysis (CD&A)”. The CD&A includes a summary of OMERS compensation strategy, compensation programs and processes, an overview of the HRC Mandate and the compensation earned for the Top 5 compensated Named Executive Officers.

Following discussion and as recommended by the HRC at its meeting held on February 21, 2024, the AC Board approved the 2023 CD&A and the 2023 Key Management Personnel Compensation (Note 13) for inclusion in the Annual Report.

2023 CEO Scorecard Assessment

The HRC Mandate states that the Committee will “recommend annually to the AC Board, with the assistance of an independent advisor, the compensation plan design for the CEO, all awards and payments for the CEO based on the role description, and achievement of annual goals and objectives”.

The AC Board, on the recommendation of the HRC and advice of an independent advisor, approved the CEO’s annual performance goals and objectives at its December 8, 2022 meeting. The CEO’s performance results against the pre-determined objectives were reflected in the materials provided to the Board.

The CEO’s self-assessment was reviewed by the AC Board Chair and the HRC Chair on February 9, 2024 and their feedback was reflected in the submission.

Following discussion and as recommended by the HRC at its meeting held on February 21, 2024, the AC Board approved the 2023 CEO Scorecard Assessment.

2023 CEO Compensation

The HRC mandate requires that the Committee annually recommend to the AC Board the compensation plan design and all awards and payments for the CEO based on the role description and achievement of goals and objectives.

Following discussion and as recommended by the HRC at its meeting held on February 21, 2024, the AC Board approved the 2023 CEO compensation awards and payments.

2024 Member Services Committee Work Plan

The Member Services Committee (MSC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2024 Work Plan, which was prepared to comply with the MSC Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

2024 Governance & Risk Committee Work Plan

The Governance & Risk Committee (GRC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2024 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

2023 Enterprise Political Donations and 2024 Proposed Enterprise Political Donations Plan

In keeping with OMERS Political Donations Policy, Management prepares an annual plan and reporting to the GRC on any political donations in the previous year. Management advised the Committee that no political donations were made in 2023 and that no changes to the 2024 budgets were proposed.

Following questions and discussion, the Committee approved the 2024 Enterprise Political Donations Plan.

2024 Investment Committee Work Plan

The Investment Committee Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Following questions and discussion, the Committee approved its 2024 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

Revocation of March 20, 2020 Resolution

On December 7, 2023, the AC Board approved modifications to the Statement of Investment Authorities (SIA), set to take effect on January 1, 2024. The adjustments align with the authority previously granted to AC Management to endorse specific debts and guarantees through a resolution approved on March 20, 2020. The approval of the SIA amendments results in the revocation of the March 2020 resolution, executed in such a way that it does not affect any pre-existing rules established under this authority.

Following questions and discussion, the Committee approved to revoke and terminate the March 20, 2020 resolution, effective January 1, 2024, provided that, for greater certainty, the revocation and termination of the 2020 Resolution shall not revoke or terminate any approvals granted or authority exercised pursuant to the 2020 Resolution prior to January 1, 2024.

2024 Work Plan – Human Resources Committee

The Human Resources Committee (HRC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2024 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

2024 Audit & Actuarial Committee Work Plan

The Audit & Actuarial Committee (AAC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2024 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

Q4 2023 Investment Performance Reports to SC

Effective November 2020, the AC Board also provides the SC Board with quarterly reports summarizing the RCA’s financial results. Doing so assists SC in its responsibilities with respect to RCA contributions, benefits, and related Plan design decisions.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at December 31, 2023, with both to be provided to SC.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Audit & Actuarial Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

2023 Meeting Summaries

2023 Consolidated Annual Financial Operating Plan Recommendations

Each year, the AC Board approves the Operating Plan and Benchmarks used by Management to assess financial performance in the year ahead.

Following discussion and, as recommended by the Audit & Actuarial Committee at its meeting held on November 30, 2023 and by the Investment Committee at its meeting held on December 1, 2023, the AC Board approved the AC 2024 Consolidated Operating Plan.

Statement of Investment Authorities

The AC Board has enacted a Statement of Investment Authorities (SIA) that provides a comprehensive delegation of investment decision-making authority from the AC Board to the Chief Executive Officer.

Following discussion and, as recommended by the Investment Committee at its meeting held on November 14, 2023, the AC Board approved the SIA, effective January 1, 2024.

Statements of Investment Policies and Procedures

The Pension Benefits Act (Ontario) (the PBA) requires the AC Board to establish a Statement of Investment Policies and Procedures (SIP&P) for each of the Primary Plan and Supplemental Plan and that these statements be reviewed annually. The Primary Plan SIP&P and the Supplemental Plan SIP&P were last approved by the AC Board on August 16, 2023.

Although not required by the PBA, the AC Board has also established a SIP&P for the RCA, which was last approved by the AC Board on December 8, 2022.

Following discussion and as recommended by the Investment Committee at its meeting held on November 14, 2023, the AC Board approved the SIP&Ps, all effective January 1, 2024. In accordance with AC’s practice, the SIP&Ps are posted on the OMERS website.

Sustainable Investing Policy

OMERS is committed to being a leader in Sustainable Investing (SI) and, as part of the ongoing maintenance of OMERS policies and guidelines, the Sustainable Investing Policy has been reviewed by the Sustainable Investing Committee and the ELT and was recommended to the AC Board for approval.

Following discussion and, as recommended by the Investment Committee at its meeting held on November 14, 2023, the AC Board approved the revised SI Policy, effective January 1, 2024. In accordance with AC’s practice, the SI Policy is posted on the OMERS website.

Director Self-Assessments & Updated 2024-2025 Skills Matrix and Gap Analysis

Following the AC Board’s approval of an updated AC Board Competency Framework in August 2023, AC Board members were asked to complete a self-assessment against the Framework to identify up to five of their top board competencies. On November 16, 2023, the GRC reviewed and confirmed an updated self-assessment resubmitted by a Director with additional supporting information and an additional self-assessment submitted by a new Director appointed to the AC Board effective January 1, 2024.

In light of the confirmation of the foregoing competencies, the Committee also approved an updated Skills Matrix and Gap Analysis reflecting those competencies and proposed that a letter be sent to SC highlighting the revised competency gaps.

Following discussion and as recommended by the GRC at its meeting held on November 16, 2023, the AC Board authorized and directed the AC Board Chair and the Chair of the GRC to deliver a letter, and to otherwise communicate with SC, regarding preferred qualifications for the appointments and/or reappointments to be made to the AC Board effective January 1, 2025, as described in the Competency Framework.

Board and Committee Mandate Review

The GRC mandate delegates responsibility to the Committee to annually review the AC Board and Committee mandates to ensure the full scope of Board-level responsibilities is met.

The Board and Committees reviewed their respective 2024 mandates at their August meetings. Proposed changes to Board and Committee mandates were forwarded to the GRC for review with the objective that the GRC would make a comprehensive recommendation to the AC Board regarding all mandates.

Following discussion and as recommended by the GRC at its meeting held on November 16, 2023, the AC Board approved the mandates of the AC Board, the Governance & Risk Committee, the Investment Committee, and the Member Services Committee, as amended, with all mandates to be effective on January 1, 2024. The Board also confirmed the mandates of the Audit & Actuarial Committee, the Human Resources Committee, the Appeals Committee and the Management Mandate, without amendment.

Appointment of Standing Committees for 2024

The AC Board Chair consulted with the GRC at its meeting on November 16, 2023 prior to recommending the 2024 Board leadership positions and Committee membership to the AC Board for approval, taking into consideration the appointment of one new Director to the AC Board effective January 1, 2024.

In setting the composition of the Audit & Actuarial Committee (AAC) for 2024, the Board Chair confirmed that a majority of the AAC members meet the standards of financial literacy and that the Committee also possesses relevant actuarial or pension experience.

Following discussion, the AC Board approved the recommendations of the AC Board Chair for the appointment of the Chairs and members of the Standing Committees for 2024. Committee composition is posted on the OMERS website.

2024 CEO Performance Scorecard

The Human Resources Committee (HRC) mandate states that the Committee will review the CEO’s annual goals and objectives and recommend them to the AC Board for approval.

Following discussion and as recommended by the HRC at its meeting held on November 16, 2023, the AC Board approved the 2024 CEO Performance Scorecard.

2024 CEO Role Description

The HRC mandate requires that the Committee review the role description for the CEO and make a recommendation to the AC Board for approval.

Following discussion and as recommended by the HRC at its meeting held on November 16, 2023, the AC Board approved the 2024 CEO Role Description. In accordance with AC’s practice, the CEO Role Description is posted on the OMERS website.

2024 CEO Total Compensation Target

The HRC mandate states that the Committee will annually review the compensation target for the CEO and make a recommendation to the AC Board for approval.

At the request of the AC Board Chair and HRC Chair, Hugessen Consulting, the Board’s independent compensation advisor, prepared a report which discusses the concepts for CEO target pay levels and structure, including the introduction of a new compensation tool called a Fund Return Unit.

Following discussion and as recommended by the HRC at its meeting held on November 16, 2023, the AC Board approved the 2024 CEO total compensation target.

2024 Investment Return Ranges for Compensation Plans

The Investment Committee’s Mandate includes approving the annual investment return range metrics utilized in compensation plan calculations.

Following questions and discussion, the Investment Committee approved the 2024 investment return ranges utilized in compensation plan calculations and the 2024 Performance Share Unit compensation plan hurdles, effective January 1, 2024.

Investment Risk Policy Exception

The Investment Committee discussed and approved an exception to the asset concentration limit for a single asset.

The Audit & Actuarial Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

2024 Incentive Framework Updates

The Human Resources Committee (HRC) mandate requires that all compensation plans affecting any executive-level employees be approved by the HRC.

Following questions and discussion, the HRC approved the revised 2024 Incentive Compensation Framework for OMERS investment teams, effective January 1, 2024.

Growth Equity Compensation Update

The HRC mandate requires that all compensation plans affecting any executive-level employees be approved by the HRC.

Following questions and discussion, the HRC approved the new Growth Equity Long-Term Incentive Plan, effective January 1, 2024.

Director Self-Assessments

The Governance & Risk Committee (GRC), at its meeting on November 16, 2023, reviewed and confirmed an updated Director self-assessment submitted by a Director with additional supporting information and a self-assessment submitted by a new Director appointed to the AC Board effective January 1, 2024.

The Committee approved a revised Skills Matrix and Gap Analysis reflecting those additional competencies and proposed that the Gap Analysis last communicated to SC on September 11, 2023 in support of their 2023 and 2024 nomination processes be updated via a letter from the AC Board Chair and GRC Chair highlighting the revised competency gaps.

2024 Board, Committee & Individual Director Effectiveness Assessment

The Committee has mandated responsibility for “approving and implementing, at least every three years, regular governance effectiveness assessments of each of the AC Board, its Committees and individual Directors, and making appropriate recommendations to the AC Board”.

Following questions and discussion, the GRC approved that Egon Zehnder be engaged to undertake an independent assessment of the effectiveness of the AC Board, its Committees and individual Directors in 2024 and that the scope of the assessment be consistent with the assessment conducted in 2021.

Governance Manual and Governance Handbook for 2024

The GRC Mandate authorizes the Committee to approve the form and content of a Governance Manual and Governance Handbook. The Committee approves updates to these documents on a regular annual basis, and the Manual is updated as required throughout the year as its content changes due to actions by the Board.

Following questions and discussion, the GRC approved the Governance Manual and Governance Handbook for 2024.

2024 Internal Audit Plan

The Mandate and Work Plan of the Audit & Actuarial Committee (AAC), and the Internal Audit Mandate, require the review and approval of the annual Internal Audit Plan, including operating plan and resource plan.

Following questions and discussion, the AAC approved the 2024 Internal Audit Plan.

Workplan Investigations Policy

The AAC Mandate requires the Committee to approve the Workplace Investigations Policy.

Following questions and discussion, the AAC approved the Workplace Investigations Policy, effective December 1, 2023.

Anti-Terrorist Financing & Money Laundering Policy

The AAC Mandate requires the Committee to approve the Anti-Terrorist Financing & Money Laundering Policy.

Following questions and discussion, the AAC approved the Anti-Terrorist Financing & Money Laundering Policy effective January 1, 2024.

Investment Performance Reports to SC – Q3 2023

The AC Board provides the SC Board with quarterly reports summarizing the Primary Plan’s and RCA’s financial results. The quarterly reports are released to SC once the AAC has met and reviewed the quarterly financial results.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at September 30, 2023, with both to be provided to SC.

The Member Services Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Investment Risk Policy

The Investment Risk Policy (IRP) supplements the Statements of Investment Policies & Procedures by further defining limits and thresholds. It also clarifies roles and responsibilities for administering the IRP and its related reporting. The IRP is reviewed by the Committee annually.

Following questions and discussion, the Investment Committee approved the Investment Risk Policy, effective January 1, 2024.

A special meeting of the AC Board was called to consider an investment portfolio.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The AC Board reviewed several matters, but no final decisions were made by the Board at the meeting.

Director Self-Assessments and 2024-2025 AC Board Gap Analysis

At its August 16, 2023 meeting, the AC Board approved an amended AC Board Competency Framework and directed that AC Board members complete a self-assessment against the Competency Framework for submission by August 31.

At its meeting on September 11, 2023, the GRC (i) reviewed and confirmed the self-assessments of all AC Board members, (ii) approved a revised Skills Matrix and Gap Analysis resulting from the confirmed self-assessments, as amended, and (iii) recommended to the AC Board for approval a letter to SC communicating the revised Skills Matrix and Gap Analysis for consideration during the 2023 nomination process currently underway for one AC Board member term starting January 1, 2024 as well as the 2024 nomination process for AC Board member terms starting January 1, 2025.

Following discussion and as recommended by the GRC at its meeting held on September 11, 2023, the AC Board authorized and directed the AC Board Chair and the Chair of the GRC to deliver the letter and to otherwise communicate with SC regarding preferred qualifications for the appointments and/or reappointments to be made to the AC Board effective January 1, 2024 and January 1, 2025, as described in the Competency Framework. Any feedback from SC on such communication will be reviewed by the GRC and the AC Board.

Confirmation of Appointment of Officers

Following discussion, the AC Board confirmed the duly appointed officers of OMERS Administration Corporation, effective June 1, 2023.

Director Self-Assessment & Gap Analysis

At its August 16, 2023 meeting, the AC Board approved an amended AC Board Competency Framework (Framework) and directed that all Directors complete a self-assessment against the Framework to identify up to five of their top board competencies.

The Committee provided some general feedback for consideration during the next review of the Framework, including considering moving the ESG competency into the “table stakes” section of the Framework and whether the Government/Public Policy competency could benefit from more specificity around the type of experience that qualifies a Director as having that competency.

Following questions and discussion, the GRC approved the revised Skills Matrix and the Gap Analysis included in a letter to SC.

2023 Mid-Year Consolidated Financial Statements and Press Release

OMERS began publishing mid-year financial statements and a related investment update in 2021. The primary rationale for adopting this practice was to increase transparency and trust with stakeholders.

Management prepared OMERS Administration Corporation’s unaudited consolidated mid-year financial statements and a press release comprised of introductory quotes from CEO Blake Hutcheson and CFO Jonathan Simmons, key financial metrics and explanatory commentary, as well as a summary of notable transactions.

Following discussion and as recommended by the AAC at its meeting held on August 15, 2023, the AC Board approved OMERS Administration Corporation’s 2023 mid-year consolidated financial statements and the press release.

Discount Rate Strategy

The Audit & Actuarial Committee (on June 12, 2023) and the AC Board (on June 15, 2023) reviewed Management’s preliminary recommendation for a revised Discount Rate Strategy (Strategy) and conditionally approved the Strategy, subject to feedback from SC. AC Management then shared the Strategy with the SC Board on June 22, 2023.

On August 11, 2023, SC shared their feedback on the proposed Discount Rate Range. To ensure clarity and to address SC’s feedback, Management adjusted the Strategy’s principles accordingly.

Following discussion and as recommended by the AAC at its meeting held on August 15, 2023, the AC Board approved the Discount Rate Strategy’s objectives, principles and methodology for the Primary Plan; and based on the Discount Rate Strategy’s objectives, principles and methodology, approved the adoption of a real Discount Rate Range for the Primary Plan of 3.5% to 4.0%.

2023 Experience Study

The funding policies of both the Primary Plan and RCA require AC to review, every five years, all member-specific actuarial assumptions via a comprehensive Experience Study, and the actuarial cost method for the Primary Plan.

WTW performed the last comprehensive Experience Study in 2018 and conducted an interim study in 2020 on OMERS high-earning members, examining their salary growth, retirement and mortality experience, for use by the RCA. All of WTW’s recommendations in those two studies were adopted by the AC Board.

At the direction of AC Management, WTW conducted a new study (2023 Experience Study) based on recent plan experience, and an updated anticipation of future trends. Management completed an extensive review of the work, including independently calculating the financial impact of all recommendations, held frequent discussions with WTW, and supports WTW’s recommendations.

Following discussion and as recommended by the AAC at its meeting held on August 15, 2023, the AC Board approved the adoption of the actuarial methods and assumptions recommended by WTW in the 2023 Experience Study for the 2023 actuarial valuations of the Primary Plan and RCA.

2023 Asset-Liability Study

OMERS asset mix is a critical component of managing the Plan’s financial health and sustainability. The previous Asset-Liability Study (AL Study) was completed in February 2022 with an approved long-term strategic asset mix, asset class ranges, and return expectations in the Primary Plan’s SIP&P.

Since the last AL Study was approved, the economic environment has changed significantly. The previous environment was characterized by unusually low interest rates that were suppressed by central banks; however, starting in 2022, inflation jumped to its highest point in 40 years, followed by a 475 bps rise in interest rates (highest since 2008). In this new environment, savers and investors can make much better returns on lower risk assets.

Considering the changed environment, Management conducted a refresh of OMERS AL Study in the first half of 2023.

The AL Study drew on the deep expertise of many individuals and teams from across the organization and external experts. Throughout the AL Study, the Asset-Liability Study Committee (ALSC) engaged in fruitful discussion that helped shape the recommended mix and ranges which use the same strategic asset classes as the previous asset mix, except that “Credit” investments are now split into “Public Credit” and “Private Credit”, reflecting the different return, volatility, and liquidity characteristics of each of these asset classes.

Following discussion and as recommended by the ALSC at its meeting held on July 24, 2023, the AC Board approved the new target asset mix that will take effect from January 1, 2024.

Termination of Asset-Liability Study Committee

The Asset-Liability Study Committee (the ALSC or the Committee) was constituted as an ad hoc Committee of the AC Board consisting of representatives of the Board. The purpose of the ALSC was to assist the AC Board in fulfilling its oversight responsibilities in respect of the 2023 Asset-Liability Study.

The ALSC has completed its work and at the meeting held on August 16, 2023, the AC Board approved to disband the Committee effective immediately.

OMERS Climate Action Plan

Building on the Net Zero 2050 goal and interim carbon reduction goals for the portfolio approved by the AC Board over the past three years, Management has developed OMERS Climate Action Plan (CAP), which provides more detail around how OMERS will execute its approach to climate change. The CAP is the product of significant cross-enterprise collaboration in 2023, bringing together all climate-related initiatives into one place and recommending additional supplementary goals.

As part of the CAP, Management proposed four supplementary climate-related goals to demonstrate progress beyond portfolio carbon intensity reductions:

i. OMERS top 20 WACI contributors to have credible Net Zero 2050 plans by 2030;

ii. OMERS to grow its green investments to $30B by 2030;

iii. OMERS to prohibit direct investments in companies with material revenue from thermal coal; and

iv. OMERS to commit to reaching net zero in its own operations by 2050 or sooner.

Following discussion and as recommended by the Investment Committee at its meeting held on August 14, 2023, the AC Board approved the OMERS Climate Action Plan.

SC Feedback on AC Board Competency Framework

On May 17, 2023, the AC Board approved a revised AC Board Competency Framework (the Competency Framework), which approval was subject to comments and input from the SC Corporate Governance Committee (CGC) and SC Board.

The revised Competency Framework was presented to the SC Board on June 21, 2023. Revisions were made to the Competency Framework to address SC feedback, and a revised Competency Framework was resubmitted to the GRC for review.

Following discussion and as recommended by the GRC at its meeting held on August 16, 2023, the AC Board approved the revised Competency Framework effective September 1, 2023 and AC Board members were directed to complete a self-assessment against the approved Competency Framework for submission to the AC Board Chair by August 31, 2023.

2024-2026 AC Board and Committee Meeting Schedule

The GRC is responsible for reviewing and recommending the annual schedule of meetings for the AC Board and its Committees. In assessing and recommending the meeting schedule for 2026, lessons learned from 2022 and 2023, and changes to the AC Board Standing Committee structure approved by the AC Board at its meeting on May 17, 2023, have been incorporated into the rolling three-year Board calendar for 2024, 2025 and 2026.

Following discussion and as recommended by the GRC at its meeting held on August 16, 2023, the AC Board approved the draft 2026 meeting schedule for the AC Board and Standing Committees and the updated 2024 and 2025 meeting schedules.

Appointment to Human Resources Committee for 2023

In accordance with the Board Chair Role Description contained in the OMERS Governance Manual, a key responsibility of the Board Chair is to develop a recommendation for Committee leadership and membership roles.

The AC Board Chair consulted with the GRC at its meeting on August 16, 2023, and following discussion, the AC Board approved the appointment of John Armstrong to the Human Resources Committee effective immediately.

Updated 2023 Governance & Risk Committee Work Plan

The AC Board approved the establishment of the new Member Services Committee (MSC) effective May 18, 2023. As part of this process, the Board and Committee mandates underwent a review and realignment exercise resulting in, among other things, approval of an amended GRC Mandate where oversight responsibilities for plan administration and operations matters (including communications and technology) were transferred to the MSC. As a result, the 2023 GRC Work Plan was substantively updated to align with the amended GRC Mandate.

Following questions and discussion, the Committee approved its updated 2023 Work Plan.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Q2 2023 Investment Performance Reports to SC

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at June 30, 2023, with both to be provided to SC.

Internal Audit Mandate

The Internal Audit Mandate was updated to reflect the change in the administrative reporting line of the Global Head of Internal Audit from the Chief Risk Officer to the Chief Operating Officer.

Following questions and discussion, the AAC approved the revised Internal Audit Mandate, effective August 15, 2023.

2023 Member Services Committee Work Plan

The Member Services Committee (MSC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Following questions and discussion, the Committee approved its 2023 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on May 17, 2023.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the Investment Committee was called to consider an investment transaction. No decision was made at the meeting.

Discount Rate Strategy

Continuing with the development of a new Discount Rate Strategy (Strategy), the AAC, at its meeting held on May 16, 2023, discussed the principles that guide the Strategy, assessment and proposal of a Discount Rate Range, and implication of the proposed Range on the Plan’s long-term sustainability.

At the Special AAC meeting held on June 12, 2023, the focus was on sharing the updated Strategy reflecting feedback from the May 16 AAC meeting and discussing next steps.

Following discussion and as recommended by the AAC at its meeting held on June 12, 2023, the AC Board approved the following:

The AC Board adopt the long-term discount rate objectives, principles and methodology for the Primary Plan.
The AC Board, based on the long-term discount rate objectives, principles and methodology, adopt a long-term real discount rate range for the Primary Plan of 3.50% to 4.00%.
The adoption of each of: (i) the long-term discount rate objectives, principles and methodology for the Primary Plan; and (ii) a long-term real discount rate range for the Primary Plan of 3.50% to 4.00%, is subject to consideration of feedback from the SC Board following the Joint AC/SC Board Session on June 22, 2023.
Management is hereby directed to report to the Audit & Actuarial Committee on any changes as may be suggested by the SC Board to either the long-term discount rate objectives, principles and methodology for the Primary Plan or the long-term real discount rate range for the Primary Plan of 3.50% to 4.00% approved by the AC Board in Paragraphs 1 and 2, respectively, along with a plan to address any such changes with the AC Board.

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the AAC was called to discuss the discount rate strategy, but no final decisions were made by the Committee at the meeting.

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Appeals Rules, Appeals Manual and By-law No. 4

The Appeals Committee Work Plan directs the Appeals Committee to review and confirm or recommend amendments to the Rules Respecting Practice and Procedure for Appeals (the Appeals Rules), the Appeals Manual and By-law No. 4 in May 2023.

Following discussion and as recommended by the Appeals Committee at its meeting held on May 17, 2023, the AC Board approved the amended Appeals Rules, and confirmed the Appeals Manual and By-law No. 4 with no amendment.

Primary Plan, RCA and Subsidiary Risk Appetite Statements

As stated in the Governance & Risk Committee (GRC) Mandate, the GRC is responsible for “reviewing, monitoring and overseeing the Risk Appetite Statements (RAS), including subsidiary risk appetite statements, on behalf of the AC Board for the Primary Plan and the Retirement Compensation Arrangement”.

Following discussion and as recommended by the GRC at its meeting held on May 17, 2023, the AC Board approved the Primary Plan RAS, the Primary Plan Subsidiary RAS and the RCA RAS, all effective May 18, 2023.

Risk Management Mandate

The Risk Management Mandate (Mandate) is reviewed every three years and presented to the GRC for review and recommendation to the AC Board.

The Mandate was submitted to the GRC in November 2022 and subsequently to the AC Board for approval in December 2022. The Board had a discussion regarding how the approach to OMERS Risk Appetite Statements and risk assessments was articulated and requested that GRC reconsider these discussions and consequential updates to the Mandate. The updated Mandate appropriately addressed the feedback from the Board.

Following discussion and as recommended by the GRC at its meeting held on May 17, 2023, the AC Board approved the revised Risk Management Mandate, effective May 18, 2023.

Proposed AC Board Competency Framework

The GRC Mandate states that the GRC is responsible for “assessing and recommending the competency requirements of the AC Board as outlined in the Competency Framework every three years”. The Competency Framework is due for its triennial substantive review. Taking into account input received from the GRC since the last approval of the AC Board Competency Framework in 2020 and working closely with the AC Board Chair, a revised Competency Framework and accompanying Competency Assessment Criteria were reviewed by the GRC.

The GRC was supportive of the proposed Competency Framework and submitted it to the AC Board for review and approval, subject to comments and input to be provided by the SC Corporate Governance Committee (SC CGC) and/or SC Board. Any feedback received from the SC CGC would be considered by the GRC at its regular Q3 meeting and, if so determined by the GRC, recommended to the AC Board for final approval at its regular Q4 meeting.

Following discussion and as recommended by the GRC at its meeting held on May 17, 2023, the AC Board approved the revised Competency Framework and the Competency Assessment Criteria, effective September 1, 2023, subject to consideration of feedback from the SC Board and/or SC CGC following completion of their review of the Competency Framework.

Member Services Committee & Revisions to Standing Committee Membership for 2023

The broad mandate of the GRC – which covers governance, risk, plan administration, and operations (including communications, government relations, and technology) matters – has posed workload management issues since the Committee’s inception in 2020. In order to address this imbalance, the creation of a new Member Services Committee (MSC) is recommended. It was proposed that the GRC’s oversight responsibilities with respect to plan administration and operations matters, including communications and technology, move to the new MSC, allowing the GRC to focus its attention on governance and risk matters, and the new MSC to focus its attention on plan administration and operations matters.

Following discussion and as recommended by the GRC at its meeting held on May 17, 2023, the AC Board approved the establishment of a new Standing Committee of the AC Board called the Member Services Committee, consisting of up to seven Directors. The AC Board approved the mandate of the MSC, the revised mandates of the GRC, the Audit & Actuarial Committee and the Investment Committee, all effective May 18, 2023.

In addition, as recommended by the GRC at its meeting held on May 17, 2023, the AC Board approved the recommendations of the AC Board Chair for the appointment of the Chairs and members of Standing Committees of the Board for the calendar year 2023.

The Governance & Risk Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

External Auditor Independence Policy

The External Auditor Independence Policy (the Policy) was last updated and approved by the AAC in August 2022, in accordance with its scheduled review every five years. Since then, Management has encountered multiple, similar requests for services that under the Policy, as written, require specific and explicit approval from the Chair of the AAC (the Chair), but which do not present a meaningful risk to the auditor’s independence. As a result, Management reviewed the Policy and prepared an off-cycle Policy update, reflecting minor administrative changes that will further modernize the Policy and avoid requests to the Chair for low-risk exceptions.

Following questions and discussion, the AAC approved the amended External Auditor Independence Policy, effective June 1, 2023.

External Auditor Audit Plan, Engagement Letter and Fees for 2023

The AAC Mandate requires the Committee to approve the fee and engagement letter for the External Auditor for the upcoming audit year, and the annual audit plan of the External Auditor.

Following questions and discussion, the AAC approved the external auditor engagement letter and estimated fees for the 2023 year-end audit, as well as the external audit plan for the 2023 fiscal year audit.

Q1 2023 Investment Performance Reports to SC

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at March 31, 2023, with both to be provided to SC.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Audit & Actuarial Committee – May 15, 2023

A special meeting of the AAC was called to discuss the OMERS Retirement Compensation Arrangement (RCA), but no final decisions were made by the Committee at the meeting.

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the AAC was called to discuss the discount rate strategy, but no final decisions were made by the Committee at the meeting.

2022 Annual Reporting Materials

Section 21 of the OMERS Act, 2006 requires that OMERS Administration Corporation (AC) prepare a report on the affairs of the OMERS Pension Plans of the preceding year, which report shall also contain a copy of the audited financial statements (Annual Report). It further requires that AC shall give a copy of the Annual Report to every employer participating in the Pension Plans and to any member, former member or retired member of the Plans who requests it.

In that context, the Audit & Actuarial Committee’s (AAC) Mandate outlines its responsibilities with respect to OMERS Annual Report:

recommending to the AC Board the annual audited financial statements and the annual audited financial statements of the Administered Funds; and
recommending to the AC Board the Highlights (retitled as the “Front Section”) and Management’s Discussion and Analysis content to be included in OMERS Annual Report and other material public announcements regarding financial matters.

Following discussion and as recommended by the AAC at its meeting held on February 17, 2023, the AC Board approved the following:

the OMERS Administration Corporation’s consolidated financial statements and the audited financial statements for the Administered Funds;
the Front Section and Management’s Discussion and Analysis (MD&A) included in the Annual Report; and
the press release with respect to the 2022 financial results.

Confirmation of Appointment of Officers

Following discussion, the AC Board confirmed the duly appointed officers of OMERS Administration Corporation, effective January 1, 2023.

2023 AC Board Work Plan

The mandate of the AC Board requires it to establish its work plan annually. The work plan describes how the AC Board will meet its mandate obligations.

Following questions and discussion, the AC Board approved its 2023 Work Plan, which was prepared to comply with the AC Board Mandate, as approved by the AC Board at its meeting held on December 8, 2022.

2022 Actuarial Valuation of the OMERS Pension Plans

In accordance with its Work Plan, the Audit & Actuarial Committee (AAC) is to recommend to the AC Board for approval the annual actuarial valuations of the Primary Plan and RCA.

On December 8, 2022, the AC Board approved the actuarial assumptions and methods to be used in the December 31, 2022 actuarial valuations of the Primary Plan and RCA (2022 valuations). WTW, the actuary appointed by the AC Board, has prepared the actuarial valuation reports.

At its meeting on February 17, 2023, the AAC reviewed the 2022 valuations. In accordance with Touchpoint 3 of the Memorandum of Understanding between AC and SC, Management and WTW presented the results of the 2022 valuations to both Boards at the AC/SC Joint Session on the afternoon of February 17, 2023.

Following discussion and as recommended by the AAC at its meeting held on February 17, 2023, the AC Board approved the December 31, 2022 actuarial valuations of the Primary Plan and the RCA and authorized Management to provide the valuation reports to SC.

OMERS 2030 Portfolio Carbon Reduction Goal

The AC Board approved OMERS portfolio Net Zero 2050 commitment in 2021, which included a commitment to set interim carbon reduction goals every five years; i.e., for 2030, 2035, 2040, 2045.

Following discussion and as recommended by the Investment Committee at its meeting held on February 22, 2023, the AC Board approved the recommendation that OMERS establish a 2030 interim goal to reduce the weighted-average carbon intensity of the OMERS portfolio by 50% from 2019, and to create a transition asset sleeve of C$3 billion which will be excluded from this calculation.

2022 AC Board Remuneration and Attendance Report (Annual Report)

For the past several years, the Governance & Risk Committee (GRC) has reviewed and recommended to the AC Board the governance portions of the Annual Report, in a similar manner to how the Audit & Actuarial Committee reviews the financial statements and MD&A and the Human Resources Committee reviews the Compensation Discussion & Analysis.

Following discussion and as recommended by the GRC at its meeting held on February 23, 2023, the AC Board approved the 2022 OMERS Administration Corporation Board Remuneration and Expenses and Attendance Report for inclusion in the Annual Report.

Updated 2024 AC Board Gap Analysis

The AC Board reviewed the updated Skills Matrix for 2024.

Following discussion and as recommended by the Governance & Risk Committee (GRC) at its meeting held on February 23, 2023, the AC Board authorized and directed the AC Board Chair and the Chair of the GRC to deliver a letter to SC and to otherwise communicate with SC regarding preferred qualifications for the appointments to be made to the AC Board effective January 1, 2024, as described in the AC Board Competency Framework. Any feedback from SC on such communication will be reviewed by the Governance & Risk Committee and the AC Board.

AC and SC Director Compensation Review

The AC Board reviewed recent communications exchanged between the AC and SC Boards on Director compensation.

Following discussion, and as recommended by the Governance & Risk Committee at its meeting held on February 23, 2023, the AC Board requested that the AC Board Chair respond to the letter received from the SC Board Chair dated February 22, 2023 regarding AC and SC Director compensation, with a request that the review of the director compensation process for AC and SC Board Members be completed by SC before the end of 2023 and that changes coming out of such review, if any, be implemented effective January 1, 2024.

Compensation Discussion and Analysis (Annual Report)

The Human Resources Committee (HRC) Mandate requires the Committee to recommend to the AC Board compensation-related disclosure in public documents such as the OMERS Annual Report.

Following discussion and as recommended by the HRC at its meeting held on February 22, 2023, the AC Board approved the 2022 CD&A and the 2022 Key Management Personnel Compensation (Note 13) for inclusion in the Annual Report.

2022 CEO Scorecard Assessment

The Human Resources Committee (HRC) Mandate states that the Committee will “recommend annually to the AC Board, with the assistance of an independent advisor, the compensation plan design for the CEO, all awards and payments for the CEO based on the role description, and achievement of annual goals and objectives”.

The AC Board, on the recommendation of the HRC and advice of an independent advisor, approved the CEO’s annual performance goals and objectives at its December 9, 2021 meeting. The CEO’s performance results against the pre-determined objectives were reflected in the submission to the Board.

The CEO’s self-assessment was reviewed by the AC Board Chair and the HRC Chair on February 3, 2023 and their feedback was reflected in the submission.

Following discussion and as recommended by the HRC at its meeting held on February 22, 2023, the AC Board approved the 2022 CEO Scorecard Assessment.

2022 CEO Compensation

The Human Resources Committee mandate requires that the Committee annually recommend to the AC Board the compensation plan design and all awards and payments for the CEO based on the role description and achievement of annual goals and objectives.

Following discussion and as recommended by the HRC at its meeting held on February 22, 2023, the AC Board approved the 2022 CEO compensation awards and payments.

2023 Governance & Risk Committee Work Plan

The Governance & Risk Committee (GRC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

New Director Self-Assessment & Updated 2024 AC Board Gap Analysis

The GRC is tasked with assessing and confirming the individual skills assessments and aggregate Skills Matrix of the current AC Directors. This process enables the AC Board to identify skills gaps (including gaps created by retiring Directors) and provide a Gap Analysis to SC well in advance of the process for making renewal and replacement decisions.

At its meeting on February 23, 2023, the Committee reviewed, in camera, the skills assessments of the new Director, Diane Kazarian, as well as the revised 2023 Skills Matrix and Gap Analysis.

Following questions and discussion, the Committee confirmed the skills assessment of the new Director and approved the revised 2023 Skills Metrix and Gap Analysis of the AC Board.

Political Donations Policy

The Political Donations Policy was due for its regular triennial review.

Following questions and discussion, the GRC approved the Political Donations Policy, effective March 1, 2023.

2022 Enterprise Political Donations and 2023 Plan

In keeping with OMERS Political Donations Policy, Management prepares an annual plan and reporting to the GRC on any political donations in the previous year. Management advised the Committee that no donations had been made in 2022 and that no changes to the budgets were proposed for 2023.

Following questions and discussion, the Committee approved the 2023 Enterprise Political Donations Plan.

2023 Investment Committee Work Plan

The Investment Committee Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

2023 Work Plan – Human Resources Committee

The HRC Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

2023 Audit & Actuarial Committee Work Plan

The Audit & Actuarial Committee (AAC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Q4 2022 Investment Performance Reports to SC

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at December 31, 2022, with both to be provided to SC.

Amendment to the External Auditor Engagement Letter for 2022

The AAC approved the PwC Engagement Letter for the 2022 audit on May 18, 2022. PwC has requested a change to the engagement letter to clearly articulate the specified recipients of their audit reports on the Administered Funds financial statements and set out restrictions on AC’s distribution of PwC’s audit reports to none other than the specified recipients.

Following questions and discussion, the AAC approved the amendment to the External Auditor Engagement Letter for 2022.

Total Fund Discretion Recommendation

According to the Human Resources Committee (HRC) Mandate, the Committee is responsible for “approving the compensation strategy and compensation plan design for the Senior Executives and any Executive-level employees taking into account, with the assistance of an independent advisor, matters such as peer group compensation, the mix of compensation plans, and incentive plan performance measures…”. Consistent with this responsibility, the HRC approved an Incentive Framework on November 18, 2020, which Framework provided that Management and the HRC could apply discretion if application of the Framework results in inappropriate outcomes when factoring in “extreme relative market performance”.

Following questions and discussion, and consistent with the provisions of the Incentive Framework, the Committee approved the application of discretion in respect of the 2022 performance year factors to ensure appropriate outcomes in the calculation of incentive plans.

Establishment of Ad Hoc Asset-Liability Study Committee

Management proposed to accelerate the completion of the next Asset-Liability Study (Study) from 2024 to 2023, which allows for reflection of the impact of significant global market, global interest rate and geopolitical shifts since completion of the last Study.

Responsibility for recommendation of the Asset-Liability Study currently rests with the Investment Committee pursuant to its mandate which states that the Investment Committee fulfils its purpose by “recommending AC’s investment asset classes and mix to the AC Board, other than in circumstances where the AC Board has established an ad hoc committee to undertake this responsibility, for example an ad hoc Asset-Liability Study Committee”.

The Chair proposed that the AC Board re-establish an ad hoc Asset-Liability Study Committee consisting of Directors with experience relevant to both asset and liability considerations to guide this work.

The AC Board approved the establishment of an ad hoc Asset-Liability Study Committee in accordance with its mandate, approved the Asset-Liability Study Committee Mandate, and appointed members to the Asset-Liability Study Committee.

2022 Meeting Summaries

2023 Investment Return Ranges for Compensation Plans

The Investment Committee’s Mandate includes approving the annual investment return range metrics utilized in compensation plan calculations.

Management recommended the proposed 2023 Investment Return Ranges and Performance Share Unit (PSU) hurdles for the Committee’s consideration and approval.

Following questions and discussion, the Investment Committee approved the 2023 investment return ranges utilized in compensation plan calculations, effective January 1, 2023.

The Audit & Actuarial Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Sale of a Majority Stake in Trescal to EQT Infrastructure

OMERS Private Equity has entered into an agreement with EQT Infrastructure V, a fund controlled by purpose-driven global investment organization EQT, which grants exclusivity to EQT to acquire a majority stake in Trescal (the “Group”), the global leader in calibration services.

Following questions and discussion, the Investment Committee approved the transaction.

The AC Board reviewed several matters, but no final decisions were made at the meeting.

Valuation of Investments Policy

The AAC Mandate requires the Committee to approve the Valuation of Investments Policy.

Following questions and discussion, the AAC approved the Valuation of Investments Policy, effective November 30, 2022.

Investment Performance Reports to SC – Q3 2022

The AC Board provides the SC Board with quarterly reports summarizing the financial results for each of the Primary Plan and the RCA. The quarterly reports are released to SC once the AAC has met and reviewed the quarterly financial results.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at September 30, 2022, with both to be provided to SC.

2023 Internal Audit Plan

The mandate and work plan of the AAC and the Internal Audit Mandate require the review and approval of the annual Internal Audit Plan, including operating plan and resource plan.

Following questions and discussion, the AAC approved the 2023 Internal Audit Plan.

Internal Audit Mandate

Management proposed changes to the Internal Audit Mandate to clarify the role of the Audit & Actuarial Committee and the Governance & Risk Committee regarding the “risk-based” Internal Audit Plan reporting to clarify the difference between assurance services and consulting services, and between independence and objectivity, and to align with a revised Vision and Mission Statement agreed upon by the Internal Audit Team.

Following questions and discussion, the AAC approved the Internal Audit Mandate, effective November 17, 2022.

Incentive Plan Weightings for the CIO

Management recommended a change to the CIO Incentive Plan performance weightings which gives the CEO greater flexibility to align pay for performance beyond absolute returns and strengthen the balance between the two metrics.

Following questions and discussion, the HRC approved the new incentive plan weightings for the CIO, effective January 1, 2023.

Charities & Not-for-Profits Policy

The GRC Mandate requires that the Committee review the Charities Policy in accordance with its planned renewal cycle. Management undertook a thorough review of the Charities Policy for 2022 and proposed the approval of an updated policy to be renamed the Charities & Not-for-Profits Policy.

Following questions and discussion, the GRC approved the Charities & Not-for-Profits Policy, effective December 1, 2022.

Board Education & Expense Policy, Board Education Guideline and Board Expense Guideline

The GRC Mandate requires that the Committee review the Board Education & Expense Policy.

Following questions and discussion, the GRC approved the amended Board Education & Expense Policy, the Board Education Guideline and, in respect of its application to AC, the Board Expense Guideline, effective January 1, 2023.

Director Remuneration Policy

At its meeting on February 24, 2022, the Governance & Risk Committee agreed to amend the AC Director Remuneration Policy (the Policy) to reflect a triennial review cycle. Management confirmed that the Policy would be reviewed again in 2022, in tandem with the SC triennial review of AC and SC Board remuneration, and every three years thereafter. A compensation study was underway by SC, and SC By-Law No. 6 will be amended to reflect any changes to current compensation levels for AC and/or SC Directors that may result from the study; such amendment changes are targeted to be completed by the end of 2022.

Following questions and discussion, the GRC approved the revised AC Director Remuneration Policy and authorized the Chair of the Board and Chair of the GRC to update the Policy to reflect any changes to AC Director remuneration upon approval of an amendment to SC By-law No. 6.

Governance Manual and Governance Handbook for 2023

Following questions and discussion, the GRC approved the Governance Manual and Governance Handbook for 2023.

Investment Risk Policy

Following questions and discussion, the Investment Committee approved the Investment Risk Policy, effective January 1, 2023.

A special meeting of the Investment Committee was called to consider an investment transaction. Due to legal and contractual obligations, the IC decision is required to remain confidential.

The AC Board reviewed several matters, but no final decisions were made at the meeting.

A special meeting of the Investment Committee was called to consider an investment transaction. Due to legal and contractual obligations, the IC decision is required to remain confidential.

2022 Mid-Year Financial Statements and Press Release

In 2021, OMERS began publishing mid-year financial statements and a related investment update. The primary rationale for adopting this practice was to increase transparency and trust with stakeholders.

Management has prepared OMERS Administration Corporation’s (OMERS) unaudited Mid-Year Financial Statements, along with a press release comprised of introductory quotes from Blake Hutcheson and Jonathan Simmons, key financial metrics and explanatory commentary, and a summary of notable transactions (Press Release).

Following discussion and as recommended by the AAC at its meeting held on August 17, 2022, the AC Board approved the OMERS Administration Corporation’s consolidated mid-year financial statements and the press release.

Code of Conduct and Ethics

The Code of Conduct and Ethics (the Code) is a foundational policy which underpins our values and expectations for high standards of integrity and professional conduct for the organization and our people. It was last reviewed two years ago, and AC Management has completed its normal course review. The proposed revisions are the result of a collaborative review by a cross-functional working team.

Following discussion and as recommended by the Audit & Actuarial Committee at its meeting held on August 17, 2022, the AC Board approved the Code, effective September 1, 2022.

Proposed Amendment to Governance Principles

In 2013, in response to the 2012 Review of the OMERS Act conducted by Tony Dean, the AC Board adopted a set of Governance Principles that provided a public demonstration of its commitment to governance excellence in order to best meet its obligations to plan members, employers and other stakeholders.

Per the Governance & Risk Committee (GRC) Mandate, the Governance Principles are reviewed every three years with the last two reviews being completed in 2016 and 2019. Those reviews resulted in the addition of principles relating to “Privacy and Confidentiality” and “Stewardship”, respectively.

Following discussion and as recommended by the GRC at its meeting held on August 15, 2022, the AC Board approved the revised Governance Principles, effective August 18, 2022.

2025 AC Board and Committee Meeting Schedule

Following discussion and as recommended by the GRC at its meeting held on August 15, 2022, the AC Board approved the draft 2025 meeting schedule for the AC Board and Standing Committees.

2024 AC Board Gap Analysis

The Governance & Risk Committee (GRC) periodically reviews the AC Board Competency Framework and the corresponding Gap Analysis. The intention is to accelerate the timing of the process so that the AC Board could work more effectively with the SC Board to identify suitable candidates for upcoming positions on the AC Board.

At its meeting on August 15, 2022, the GRC approved the updated skills matrix and the 2024 Gap Analysis, which will be distributed to SC for consideration during the nomination process for AC Board member terms starting January 1, 2024.

Following discussion and as recommended by the GRC at its meeting held on August 15, 2022, the AC Board authorized the AC Board Chair and the Chair of the GRC to deliver a letter and to otherwise communicate with SC regarding preferred qualifications for appointments to the made to the AC Board effective January 1, 2023, as described in the Competency Framework.

External Auditor Independence Policy

The AAC Mandate requires the Committee to approve the External Auditor Independence Policy.

Following questions and discussion, the AAC approved the External Auditor Independence Policy, effective September 1, 2022.

Investment Performance Reports to SC

The AC Board also provides the SC Board with quarterly reports summarizing the RCA’s financial results. Doing so assists SC in its responsibilities with respect to RCA contributions, benefits and related Plan design decisions.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at June 30, 2022, with both to be provided to SC.

Workplace Investigations Policy

The AAC Mandate requires that the Committee approve the Workplace Investigations Policy. The Policy has undergone a comprehensive review by key stakeholders from across OMERS and reflects their proposed recommendations which were intended to further clarify and streamline existing expectations.

Following questions and discussion, the AAC approved the amended Workplace Investigations Policy, effective September 1, 2022.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

2024 AC Board Gap Analysis

The GRC is tasked with assessing and confirming the individual skills assessments and aggregate Skills Matrix of the current AC Directors. This process enables the AC Board to identify skills gaps (including gaps created by retiring directors) and provide a Gap Analysis to SC well in advance of the process for making renewal and replacement decisions.

Following questions and discussion, the GRC confirmed the skills assessment of Karen Figueiredo as the new AC Board member.

The Committee discussed the Competency Framework (Framework) and identified areas for special consideration during the Framework’s next review in 2023.

Following questions and discussion, the GRC approved the Skills Matrix and Gap Analysis.

A special meeting of the Investment Committee was called to consider an investment transaction. Due to legal and contractual obligations, the IC decision is required to remain confidential.

Joint Acquire of Direct ChassisLink Inc. (DCLI)

OMERS Infrastructure sought the approval of the Investment Committee to jointly acquire DCLI with GIC and Wren House.

Following questions and discussion, the Investment Committee approved the joint acquisition.

In a press release issued on June 24, 2022, GIC, OMERS Infrastructure and Wren House announced that they have signed an agreement to jointly acquire DCLI from investment funds managed by Apollo and EQT. Terms of the investment were not disclosed.

Reappointment of Independent Board Chair

At its meeting on April 27, 2022, the SC Board confirmed George Cooke as the fifteenth member of the Board of Directors of the OMERS Administration Corporation (AC Board).

At its meeting on May 19, 2022, the AC Board confirmed the appointment of George Cooke to serve as the Board Chair for a fourth term commencing January 1, 2023 and terminating on December 31, 2025.

Ratification of Appointment of Standing Committee Chairs

On May 6, 2022 the AC Board approved, via written resolution, the appointment of Penny Somerville as Chair of the Audit & Actuarial Committee and Paul Elliott as Chair of the Governance & Risk Committee.

So as to avoid any real or perceived conflict relating to the appointment, via unanimous written resolution, of Ms. Somerville and Mr. Elliott to the aforementioned roles, the AC Board ratified the written resolution approved by all members of the AC Board on May 6, 2022 relating to the revisions to 2022 AC Board Standing Committee membership.

Appointment of the External Actuary

Pursuant to the AAC Mandate and its 2022 Work Plan, the AAC is required to recommend to the AC Board, at least once every five years, the appointment of the external actuary.

The current five-year engagement with Willis Towers Watson (WTW) expired on June 30, 2022. Management has negotiated a new five-year letter of engagement with WTW to take effect on July 1, 2022.

Following questions and discussion, the AC Board approved to appoint WTW as the external actuary to the AC Board effective July 1, 2022 for a five-year term ending June 30, 2027.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

External Auditor Audit Plan, Engagement Letter and Fees for 2022

The AAC Mandate requires the Committee to approve the fee for the External Auditor for the upcoming audit year, and the annual audit plan of the External Auditor.

Following questions and discussion, the AAC approved the external auditor engagement letter and estimated fees for the 2022 year-end audit, as well as the external audit plan for the 2022 fiscal year audit.

Investment Performance Reports to SC

Effective November 2020, the AC Board also provides the SC Board with quarterly reports summarizing the RCA’s financial results. Doing so will assist SC in its responsibilities with respect to RCA contributions, benefits and related Plan design decisions.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at March 31, 2022, with both to be provided to SC.

Anti-Bribery and Corruption Policy

The AAC Mandate requires that the Committee approve the Anti-Bribery and Corruption (ABC) Policy. Revisions were proposed as a result of a collaborative review by a cross-functional working team with input from external counsel. Senior leaders in the Business Unit Legal teams and Internal Audit were also consulted to consider the proposed amendments.

Following questions and discussion, the AAC approved the amended ABC Policy, effective June 1, 2022.

Personal and Institutional Trading Policies

The AAC Mandate requires that the Committee approve the Personal and Institutional Trading Policies. The Policies were last reviewed and approved in 2020 and are due for renewal under our normal policy review cycle. The proposed policy revisions are the result of a collaborative review by a cross-functional working team. Senior leaders in the Business Unit Legal teams and Internal Audit were also consulted.

Following questions and discussion, the AAC approved the amended Personal and Institutional Trading Policies, effective June 1, 2022.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Governance & Risk Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the Investment Committee was called to consider an investment transaction. Due to legal and contractual obligations, the IC decision must remain confidential.

The Governance & Risk Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the Investment Committee was called to consider an investment transaction. Due to legal and contractual obligations, the IC decision must remain confidential.

Confirmation of Appointment of Officers

Following discussion, the AC Board confirmed the duly appointed officers of OMERS Administration Corporation, effective January 1, 2022.

2022 AC Board Work Plan

The mandate of the AC Board requires it to establish its work plan annually. The work plan describes how the AC Board will meet its mandate obligations.

Following questions and discussion, the AC Board approved its 2022 Work Plan, which was prepared to comply with the AC Board Mandate, as approved by the AC Board at its meeting held on December 9, 2021.

2021 Actuarial Valuation of the OMERS Pension Plans

In accordance with its Work Plan, the Audit & Actuarial Committee (AAC) is to recommend to the AC Board for approval the annual actuarial valuations of the Primary Plan and RCA.

On December 9, 2021, the AC Board approved all assumptions and methods to be used in the December 31, 2021 actuarial valuations of the Primary Plan and RCA (2021 valuations). Willis Towers Watson (WTW), the actuary appointed by the AC Board, has prepared the actuarial valuation reports.

At its meeting on February 18, 2022, the AAC reviewed the 2021 valuations. In accordance with Touchpoint 3 of the Memorandum of Understanding between AC and SC, Management and WTW presented the results of the 2021 valuations to both Boards at the AC/SC Joint Session on February 22, 2022.

Following discussion and as recommended by the AAC at its meeting held on February 18, 2022, the AC Board approved the December 31, 2021 actuarial valuations of the Primary Plan and the RCA and authorized Management to provide the valuation report to SC. The AC Board also approved the solvency deficiency of the Primary Plan as at December 31, 2021, which is specified to be zero, enabling the Primary Plan to continue to be exempt from solvency funding.

2021 Annual Reporting Materials

In that context, the AAC Mandate outlines its responsibilities with respect to OMERS Annual Report:

recommending to the AC Board approval of the annual audited financial statements; and
recommending to the AC Board approval of the Management’s Discussion and Analysis (MD&A) content to be included in OMERS Annual Report and other material public announcements regarding financial matters.

Following discussion and as recommended by the AAC at its meeting held on February 18, 2022, the AC Board approved the following:

OMERS Administration Corporation’s consolidated financial statements and audited financial statements for the Administered Funds;
Highlights section and MD&A included in the Annual Report; and
press release with respect to the 2021 financial results.

Mandates of the Governance & Risk and Investment Committees

Following discussion, the AC Board approved that the Governance & Risk Committee (GRC) and Investment Committee (IC) Mandates be amended by moving to the IC Mandate the current item of the GRC Mandate relating to governance practices and policies regarding investment entities and portfolio companies, and that the respective work plans be updated accordingly.

2021 AC Board Remuneration & Attendance Report (Annual Report)

For the past several years, the GRC has reviewed and recommended to the AC Board the governance portions of the Annual Report, in a similar manner to how the AAC reviews the financial statements and MD&A and the Human Resources Committee (HRC) reviews the Compensation Discussion & Analysis.

Following discussion and as recommended by the GRC at its meeting held on February 24, 2022, the AC Board approved the 2021 OMERS Administration Corporation Board Remuneration and Expenses and Attendance Report for inclusion in the Annual Report.

Compensation Discussion and Analysis (Annual Report)

The HRC Mandate requires the Committee to recommend to the AC Board compensation-related disclosure in public documents such as the OMERS Annual Report.

The OMERS executive compensation information is included in its own section of the Annual Report titled “Compensation Discussion and Analysis (CD&A)”. The CD&A includes a summary of OMERS compensation strategy, compensation programs and processes, an overview of the HR Committee Mandate and the compensation earned for the Top 5 compensated Named Executive Officers.

Following discussion and as recommended by the HRC at its meeting held on February 24, 2022, the AC Board approved the 2021 CD&A and the 2021 Key Management Personnel Compensation (Note 13) for inclusion in the Annual Report.

2021 CEO Scorecard Assessment

The HRC Mandate states that the Committee will “recommend annually to the AC Board all awards and payments for the CEO based on the role description and achievement of annual goals and objectives”.

The AC Board, on the recommendation of the HR Committee and advice of its Independent Advisor, approved the CEO’s annual performance goals and objectives at its January 8, 2021 meeting. The CEO’s performance results against the pre-determined objectives were submitted as well as the CEO’s self-assessment. The self-assessment was reviewed by the AC Board Chair and the HRC Chair on January 25, 2022 and their feedback was reflected in the submission.

Following discussion and as recommended by the HRC at its meeting held on February 24, 2022, the AC Board approved the 2021 CEO Scorecard Assessment.

2021 CEO Compensation

The HRC Mandate requires that the Committee recommend to the AC Board the compensation plan design and all awards and payments for the CEO based on the role description and achievement of goals and objectives on an annual basis.

Following discussion and as recommended by the HRC at its meeting held on February 24, 2022, the AC Board approved the 2021 CEO compensation awards and payments.

2021-2022 Asset-Liability Study

The objective of the 2021-2022 Asset Liability (AL) Study is to recommend a target asset mix and asset class ranges to be included in the Statements of Investment Policies and Procedures (SIP&Ps). The target asset mix is used across OMERS primarily to inform portfolio construction. It is also used in the determination of the discount rate, Plan projections, Risk Appetite Statements, the Sponsors Corporation’s Plan Risk Assessment, and the AC’s Investment Risk Policy.

The AL Study drew on the expertise of many individuals and teams from across the organization. Oversight of the AL Study was provided by the Ad Hoc Asset-Liability Study Committee (AL Study Committee) of the Board. The AL Study Committee was composed of three members of each of the Investment Committee and the Audit & Actuarial Committee. This provided Director expertise that covered both assets/investments and funding/liability elements of the Plan.

Management’s work was supervised by a steering committee comprised of the CFO, CIO and CRO. The Strategy & Asset Liability team carried out the work with support from working groups consisting of resources from the Risk team, Actuarial Services, and Total Portfolio Management, as well as an external advisor. Further input was provided by senior investment leaders and representatives from each of the Business Units. Progress updates were provided to the AC and SC Boards at Joint Sessions in August 2021, November 2021 and January 2022.

Following discussion and as recommended by the AL Study Committee at its meeting held on February 2, 2022, the AC Board approved the OMERS Primary Plan asset allocation targets, operating ranges and risk limits, effective March 1, 2022, with the maximum exposure to private assets (real estate, infrastructure, private equity, and private credit) not exceeding 75%.

CUPE Request for Independent Review

On May 19, 2021, CUPE publicly released a report entitled “High Pay, Low Returns: Why Are OMERS’ Executives Paid So Much?”, wherein they requested an independent review of executive compensation at OMERS and reiterated an earlier request (from May 2021) for an independent review of the investment program at OMERS.

Following a thorough discussion, the AC Board approved that it does not support the request by CUPE for an independent review of the investment program at OMERS. The AC Board further approved that it does not support the request by CUPE for an independent review of executive compensation at OMERS.

Statements of Investment Policies and Procedures

The Statement of Investment Policies and Procedures (SIP&P) for each of the Primary Plan and Supplemental Plan (collectively referred to as the SIP&Ps) were last approved by the AC Board on November 16, 2021 as part of the annual review process. This off-cycle review of the SIP&Ps was required to incorporate the outcomes of the OMERS 2021-2022 Asset-Liability Study.

Following discussion and as recommended by the IC at its meeting held on February 23, 2022, the AC Board approved the SIP&Ps, effective March 1, 2022.

Related Party Transactions Review Policy

As set out in the Investment Committee Mandate, the Related Party Transactions Review Policy is approved by the AC Board on the recommendation of the Investment Committee.

The Related Party Transactions Review Policy applies to a subset of related party transactions that are considered to be of higher risk. These involve investment transactions and outsourcing processes where current or former directors or officers have a substantive interest, or transactions that involve organizations that nominate directors to the AC Board. No substantive changes were proposed.

Following discussion and as recommended by the IC at its meeting held on February 23, 2022, the AC Board approved the Related Party Transactions Review Policy, effective March 1, 2022.

2022 Work Plan – Human Resources Committee

The Human Resources Committee (HRC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Following questions and discussion, the HRC approved its 2022 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 9, 2021.

2022 Governance & Risk Committee Work Plan

The Governance & Risk Committee (GRC or the Committee) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Following questions and discussion, the Committee approved its 2022 Work Plan, which was prepared to comply with the refreshed GRC Mandate approved by the AC Board at its meeting held on December 9, 2021.

New Director Self-Assessments & Updated 2023 AC Board Gap Analysis

The Committee updated and approved the Skills Matrix and resulting Gap Analysis for 2023 at its August 2021 meeting. The Committee was also authorized to update the Skills Matrix and Gap Analysis after the two new members of the AC Board had been appointed effective January 1, 2022.

At its meeting on February 24, 2022, the Committee reviewed, in camera, the skills assessments of the two new Directors, John Armstrong and Kevin Skerrett, as well as the updated 2023 Skills Matrix.

Following questions and discussion, the Committee confirmed the skills assessment of the two new Directors and approved the 2023 Skills Metrix of the AC Board.

Governance Handbook

A new subsection on “Duty of Impartiality of Even-handedness” was added to Section 7 of the Governance Handbook. The Committee agreed that the added subsection was a timely clarification of the fiduciary duties of AC Directors in the context of multiple beneficiaries.

Following questions and discussion, the Committee approved the amended Governance Handbook.

2021 Enterprise Political Donations and 2022 Plan

In keeping with OMERS Political Donations Policy, Management prepares an annual plan and reporting to the GRC on any political donations in the previous year.

Following questions and discussion, the Committee approved the 2022 Enterprise Political Donations Plan.

2022 Investment Committee Work Plan

The Investment Committee Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Following questions and discussion, the Committee approved its 2022 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 9, 2021.

Investment Risk Policy

The Investment Risk Policy was last approved in November 2021. An off-cycle review was required to incorporate outcomes of the Asset-Liability Study.

Following questions and discussion, the Committee approved the Investment Risk Policy, effective March 1, 2022, subject to the AC Board approving or amending the OMERS Primary Plan asset allocation targets, operating ranges, and risk limits on February 28, 2022, as recommended by the Asset-Liability Study Committee.

2022 Audit & Actuarial Committee Work Plan

The Audit & Actuarial Committee (AAC or the Committee) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Following questions and discussion, the AAC approved its 2022 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 9, 2021.

Investment Performance Reports to SC

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at December 31, 2021, with both to be provided to SC.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The AC Board reviewed several matters, but no final decisions were made by the Board at the meeting.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Appointment of Standing Committees for 2022

In accordance with the Board Chair Role Description contained in the OMERS Governance Manual, a key responsibility of the Board Chair is to develop a recommendation for Board and Committee leadership roles. In accordance with the Board Committee Operational guidelines, the Board Chair is to propose Committee membership to the Board annually in December.

The Board Chair consulted with the Governance & Risk Committee at its meeting on November 17, 2021; however, he was unable to share the proposed Committee membership with the GRC in November or to recommend such membership to the AC Board for approval in December as the replacement for one vacancy on the AC Board had not as yet been approved by SC. The Board Chair noted that he did discuss with the GRC in November as well as the Committee Chairs the various constraints he was facing in terms of the significant turnover on the Board in the next few years including several incumbent Committee Chairs.

In setting the composition of the Audit & Actuarial Committee for 2022, the Board Chair confirmed that a majority of the AAC members meet the standards of financial literacy and that the Committee also possesses relevant actuarial or pension experience.

Following discussion, the AC Board approved the recommendations of the AC Board Chair for the appointment of the Chairs and members of the Standing Committees for 2022. Committee composition is posted on the OMERS website.

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the Human Resources Committee was called to discuss enterprise-wide turnover and to ensure that the war for talent is being appropriately addressed. Due to the confidential and competitive nature of the information discussed, the decision of the Human Resources Committee is required to remain confidential.

2021 Meeting Summaries

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

2022 Consolidated Annual Financial Operating Plan Recommendations

Each year, the AC Board approves the Operating Plan and Benchmarks used by Management to assess financial performance in the year ahead.

Following discussion and as recommended by the Audit & Actuarial Committee (AAC) at its meeting held on December 2, 2021 and by the Investment Committee (IC) at its meeting held on December 3, 2021, the AC Board approved the 2022 Consolidated Annual Financial Operating Plan.

Statement of Investment Policies and Procedures

The Pension Benefits Act (Ontario) (the PBA) requires the AC Board to establish a Statement of Investment Policies and Procedures (SIPP) for each of the Primary Plan and Supplemental Plan and that these statements be reviewed annually. The Primary Plan SIPP and the Supplemental Plan SIPP were last approved by the AC Board on December 10, 2020.

Although not required by the PBA, the AC Board has also established a SIPP for the RCA, also last approved by the AC Board on December 10, 2020.

The Primary Plan SIPP, the Supplemental SIPP and the RCA SIPP, collectively referred to as the SIPPs, were reviewed in accordance with the annual review process; however, they were intended to be updated again in early 2022 upon completion of the Asset-Liability Study. All amendments have been reviewed by the key stakeholders from across OMERS.

Following discussion and as recommended by the IC at its meeting held on November 16, 2021, the AC Board approved the SIPPs, all effective January 1, 2022. In accordance with AC’s practice, the SIPPs are posted on the OMERS website.

Statement of Investment Authorities

The AC Board has enacted a Statement of Investment Authorities (SIA) that provides a comprehensive delegation of investment decision-making authority from the AC Board to the Chief Executive Officer. The SIA was last reviewed and approved by the AC Board in December 2020.

The proposed amendments are administrative in nature and the SIA remains subject to all applicable internal OMERS policies and legal requirements, including the Investment Risk Policy (IRP).

Following discussion and as recommended by the IC at its meeting held on November 16, 2021, the AC Board approved the SIA, effective January 1, 2022. In accordance with AC’s practice, the SIA is posted on the OMERS website.

Sustainable Investing Policy

The AC Board approved a Sustainable Investing Policy (SIP) in March 2019 that provides a coordinated approach to OMERS sustainable investment considerations around environmental, social and governance practices. As set out in the Investment Committee Mandate, it is the delegated responsibility of the Committee to recommend the SIP to the AC Board for approval.

Management has completed its annual review of the SIP and was not recommending any changes at this time.

Following discussion and as recommended by the IC at its meeting held on November 16, 2021, the AC Board confirmed the SIP, without amendment. In accordance with AC’s practice, the SIP is posted on the OMERS website.

Long-Term Discount Rate

The discount rate is a critical input into financial models used across OMERS, including Asset-Liability Studies, risk metrics and projections of financial health. The 2025 Strategy plans for a 2030 real discount rate, but a long-term discount rate strategy beyond 2030 is needed as an input into key elements of OMERS Funding Framework – e.g., SC’s Plan Risk Assessment and the Asset-Liability Study.

At the Joint Strategy Session in October 2021, the AC and SC Boards discussed the long-term discount rate target. The Boards aligned on a methodology to set the target and a resulting long-term target. Recognizing that economic conditions and OMERS circumstances may change, the long-term target will be annually reassessed.

On November 18, 2021, the AAC reviewed again the methodology and target, which was further discussed at an AC/SC Joint Session on November 19, 2021. No concern was voiced, reaffirming the alignment on the methodology and the target.

Following discussion and as recommended by the AAC at its meeting held on December 2, 2021, the AC Board approved the adoption of the long-term discount rate methodology and target for the Primary Plan.

2021 Actuarial Assumptions & Methods

At its meeting on November 18, 2021, the AAC reviewed actuarial assumptions and methods of the Primary Plan and RCA, and there was broad consensus among AAC Directors to change the asset smoothing rate to the long-term median market return on a prospective basis.

Management discussed options for the Primary Plan discount rate, in particular, the impacts of reducing the real discount rate by 5 and 10 basis points. There was a desire among AAC Directors to hear the opinions of SC at the November 19, 2021 Joint Session before making a final decision.

The AAC Directors expressed no concerns with Management’s proposal for the setting of the RCA real discount rate, as well as Willis Towers Watson’s recommendation to retain all of the other actuarial assumptions and methods as used in the 2020 valuations.

At the November 19, 2021 Joint Session, the Chair of the SC Board expressed that his Board supported the changes to the asset smoothing method and a 10 basis point drop to the Primary Plan discount rate.

Based on the projected 2021 net investment return in the 2022 Operating Plan, SC should be able to opt to file the 2021 Primary Plan valuation with no changes to contributions or benefits. If there was a significant worsening of the market value of the Primary Plan’s assets before the end of 2021, Management would notify the AAC Chair early in 2022 to revisit the appropriateness of using the selected real discount rate.

Following discussion and as recommended by the AAC at its meeting held on December 2, 2021, the AC Board approved the amended Primary Plan’s asset smoothing methods and the discount rate to be used in the 2021 actuarial valuation reports of the Primary Plan and RCA.

Funding Policy – Primary Plan

Pursuant to its mandate, the AAC reviewed the draft Primary Plan Funding Policy (Funding Policy) at its August 11, 2021 meeting. The draft Funding Policy was presented for information to the SC Board at its September 21, 2021 meeting.

Subsequent to that meeting, the AC and SC Boards at the Joint Strategy Session in October 2021 aligned on a methodology to set the long-term discount rate target. The draft Funding Policy was updated to reflect this long-term target discount rate. The updated draft Funding Policy was sent back to the SC Board for information at its November 18, 2021 meeting. There were no comments or observations from the SC Board coming out of its November 18, 2021 meeting.

Following discussion and as recommended by the AAC at its meeting held on December 2, 2021, the AC Board approved the amended Funding Policy – Primary Plan. In accordance with AC’s practice, the Funding Policy is posted on the OMERS website.

Primary Plan and RCA Risk Appetite Statements & Subsidiary RAS

As stated in the Governance & Risk Committee (GRC) Mandate, the GRC is responsible for “reviewing, monitoring and overseeing the Risk Appetite Statements, including subsidiary risk appetite statements, on behalf of the AC Board for the Primary Plan and the Retirement Compensation Arrangements.”

Following discussion and as recommended by the GRC at its meeting held on November 17, 2021, the AC Board approved the Primary Plan RAS, the Primary Plan Subsidiary RAS and the RCA RAS, all effective December 9, 2021.

Risk Framework

As stated in the GRC Mandate, the GRC is responsible for “monitoring and overseeing AC’s risk management framework.” The Risk Framework (Framework) is reviewed by the GRC every three years and recommended by the GRC to the AC Board for approval.

The GRC considered the Framework at its November 17, 2021 meeting and, in addition to a number of amendments to the Framework, the GRC requested an additional administrative amendment to ensure that the RCA is given appropriate prominence in the Framework by giving it a separate subsection rather than being included under the Pension Risk Report. This amendment was incorporated.

Following discussion and as recommended by the GRC at its meeting held on November 17, 2021, the AC Board approved the Risk Framework, effective January 1, 2022.

Board and Committee Mandate Review

The GRC mandate delegates responsibility to the Committee to annually review the AC Board and Committee mandates to ensure the full scope of Board-level responsibilities are met.

All Committees reviewed their respective 2022 mandates at their August meetings, and the Board reviewed its 2022 mandate at its meeting held on December 9, 2021. In reviewing the AC Board Mandate, it was agreed that the Board Mandate would be revised to include a reference to the AC Board’s commitment to the defined benefit pension plan model.

It was also timely to update the Management Mandate to ensure that it is consistent with current practices.

Following discussion and as recommended by the GRC at its meeting held on November 17, 2021, the AC Board approved the mandates of the AC Board, the Audit & Actuarial Committee, the Governance & Risk Committee, the Human Resources Committee, the Investment Committee, the Appeals Committee and the Management Mandate, as amended, with all mandates to be effective on January 1, 2022. The Board also confirmed the Asset-Liability Study Committee Mandate, without amendment.

Committee Chair Role Description

During the annual review of the GRC Mandate, it was observed that while there was a Board Chair Role Description and Board Member Role Description, a generic Committee Chair Role Description did not exist. Management, in consultation with the AC Board Chair and GRC Chair, has since developed a Committee Chair Role Description.

Following discussion and as recommended by the GRC at its meeting held on November 17, 2021, the AC Board approved the Committee Chair Role Description.

2022 CEO Total Compensation Target

The HRC mandate states that the Committee will annually review the compensation target for the CEO and make a recommendation to the AC Board for approval.

Hugessen Consulting provided the Human Resources Committee with a report which was prepared at the request of the AC Board Chair and HRC Chair to support the HRC’s recommendation of the 2022 CEO total compensation target.

As recommended by the HRC at its meeting held on November 17, 2021, the AC Board approved the 2022 CEO total compensation target.

2022 CEO Role Description

The HRC mandate states that the Committee will review the role description for the CEO and make a recommendation to the AC Board for approval.

For 2022, the “CEO Core Competencies” have been removed from the CEO Role Description as this is not part of the HRC mandate. Instead, the mandate focuses on “strategy relating to attracting, engaging and retaining excellent leadership at the senior executive level who are committed to the AC Mission Statement, Core Values and Leadership Competencies".

As recommended by the HRC at its meeting held on November 17, 2021, the AC Board approved the 2022 CEO Role Description.

2022 CEO Performance Scorecard

The Human Resources Committee mandate states that the Committee will review the CEO’s annual goals and objectives and recommend them to the AC Board for approval.

As recommended by the HRC at its meeting held on November 17, 2021, the AC Board approved the 2022 CEO Performance Scorecard.

2022 Investment Return Ranges for Compensation Plans

The Investment Committee’s Mandate includes approving the annual investment return range metrics utilized in compensation plan calculations. The methodology used to determine the 2022 investment return ranges was consistent with the methodology used for the 2021 investment return ranges and included forward-looking expected model returns along with operating plans and other additional factors.

Following questions and discussion, the Investment Committee approved the 2022 investment return ranges utilized in compensation plan calculations, effective January 1, 2022.

The Audit & Actuarial Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Disposition of 25% interest in Scotia Gas Networks (SGN)

OMERS Infrastructure sought the approval of the Investment Committee to dispose of its 25% interest in Scotia Gas Networks (SGN), the second largest gas distribution network in the UK, operating Scotland Gas Networks plc and Southern Gas Networks plc, two of eight regulated gas distribution networks in England, Wales and Scotland, under a license from Ofgem to distribute gas through their infrastructure network. SGN serves nearly six million homes and businesses.

Following questions and discussion, the Investment Committee approved the disposition.

In a press release issued on December 22, 2021, OMERS Infrastructure announced its disposition of a 25% interest in Scotia Gas Networks to Global Infrastructure Partners. The transaction is expected to close in Q1 2022, subject to regulatory approval.

OMERS Net Zero 2050 Goal

During the AC Annual Board Strategic Session on September 20, 2021, the AC Board explored issues around carbon accounting and the net zero energy transition. Following that session, Management undertook to further review and discuss whether OMERS should commit to a goal of net zero greenhouse gas emissions in the OMERS investment portfolio by 2050 (the Net Zero 2050 Goal). The Executive Leadership Team has considered this matter and recommended that OMERS establish and publicly communicate the Net Zero 2050 Goal.

Building on the strong foundation of OMERS approach to climate change, making this commitment would align OMERS portfolio with global efforts to limit warming to 1.5 degrees Celsius to avoid the most devastating impact of climate change and the related implications for the OMERS pension plans. The Net Zero 2050 Goal is in line with leading best practice in the global investment industry, the direction that governments have set through the Paris Agreement, and the increasing demands of civil society.

The Board agreed with the approach and measurement techniques and were comfortable with OMERS commitment.

Following discussion and as recommended by the Investment Committee at its meeting held on November 16, 2021, the AC Board approved that OMERS establish and communicate a goal of net zero greenhouse gas emissions in the OMERS investment portfolio by 2050 and, building on its 2025 carbon reduction goal approved last year, that OMERS commit to establishing successive five-year interim carbon reduction goals.

Financial Disclosure Policy

The AAC Mandate specifies the Committee’s responsibility for approving the Financial Disclosure Policy (the Policy). The Policy outlines the composition and responsibilities of OMERS Financial Disclosure Committee (the DC) and the nature of information the DC is required to approve prior to publication. The Policy is reviewed and approved every three years and was last approved by the AAC in 2018.

Management proposed several revisions to the Policy to reflect OMERS current disclosure practices which did not adversely change the Policy’s scope or intention.

Following questions and discussion, the AAC approved the amended Financial Disclosure Policy, effective December 1, 2021. In accordance with AC’s practice, the Policy is posted on the OMERS website.

Anti-Terrorist Financing & Money Laundering Policy

The AAC Mandate requires that the Committee approve the Anti-Terrorist Financing & Money Laundering Policy (the ATF/ML Policy). Compliance & Ethics has reviewed the ATF/ML Policy in collaboration with representatives of Business Units and determined that only minor administrative amendments were required to be made to the Policy, which the AAC approved effective January 1, 2022. In accordance with AC’s practice, the Policy is posted on the OMERS website.

Investment Performance Reports to SC

The AC Board provides the SC Board with quarterly reports summarizing the Primary Plan’s financial results. The quarterly reports are released to SC once the AAC has met and reviewed the quarterly financial results.

Effective November 2020, the AC Board also provides the SC Board with quarterly reports summarizing the RCA’s financial results. Doing so will assist SC in its responsibilities with respect to RCA contributions, benefits and related Plan design decisions.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at September 30, 2021, with both to be provided to SC.

Internal Audit Mandate

As a result of Internal Audit’s recent External Quality Assessment, minor administrative changes were proposed by the Global Head of Internal Audit to the Internal Audit Mandate and concurred by the AAC Chair and Chief Risk Officer for review and approval by the AAC.

In addition, the AAC Mandate was updated to acknowledge the accountability of the AAC for the dismissal of the Global Head of Internal Audit. The updated AAC Mandate was submitted for recommendation to the AC Board for approval in December 2021.

Following questions and discussion, the AAC approved the Internal Audit Mandate, effective November 18, 2021.

2022 Internal Audit Plan

The mandate and work plan of the AAC and the Internal Audit Mandate require the review and approval of the annual plan of the Global Head of Internal Audit.

As an independent and objective assurance and consulting function, Internal Audit brings a systematic and disciplined approach to evaluating and improving the effectiveness of risk management, control and governance processes. The intent is to enhance and protect the value of OMERS by providing risk-based and objective assurance, advice and insights to help Management achieve its objectives.

Following questions and discussion, the AAC approved the 2022 Internal Audit Plan.

Anti-Fraud Framework

The AAC Mandate requires that the Committee approve the Anti-Fraud Framework (Framework) every two years. Management recommended that the review frequency be changed to every three years to reflect the maturity of the Framework, which outlines the policies, guidelines, tools and stakeholders that collectively form the OMERS fraud governance model. Certain substantive amendments to the Framework have been made along with several editorial updates that were not considered to be significant.

Following questions and discussion, the AAC approved the Anti-Fraud Framework.

Oxford Compensation Plan Redesign

The HRC mandate states that the Committee will approve the compensation strategy and compensation plan design for the Senior Executives and any Executive-level employees.

In August 2021, Management provided an update on the Oxford compensation redesign, a continuation of last year’s OMERS compensation redesign project, where the Oxford compensation framework review was moved to 2021.

Management has worked in partnership with Ferguson Partners, a leading Real Estate management consulting firm with deep industry expertise, to review and redesign Oxford’s compensation framework and provide appropriate market context for the Real Estate industry. The Board’s external HR advisor Hugessen Consulting Inc. was in support of the Oxford compensation plan redesign noting that the foundation and final product were sound and consistent with compensation in the real estate sector and that the modest adjustments being made to the targets were reasonable, as were the design and implementation.

Following questions and discussion, the Committee approved the Oxford Compensation Plan Redesign.

Governance Manual and Governance Handbook for 2022

The Governance & Risk Committee (GRC) mandate authorizes the Committee to approve the form and content of a Governance Manual (the Manual) and Governance Handbook (the Handbook). The Committee has approved updates to these documents on a regular annual basis, and the Manual is updated as required throughout the year as its content changes due to actions by the Board.

Substantive changes to the Manual were recommended relating to updating the Board and Committee Mandates, updating the Board Chair Role Description approved by the Board in August, and adding a Committee Chair Role Description. No fundamental changes were proposed to the Handbook.

Following questions and discussion, the Committee approved the Governance Manual and Governance Handbook for 2022.

Director Remuneration Policy

The OMERS Act provides that the remuneration of AC Directors and the reimbursement of expenses are determined by Sponsors Corporation (SC). 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 GRC the responsibility for establishing and approving Director remuneration and expense policies that are consistent with SC’s by-law and provide additional guidance to AC Directors.

No substantive changes were recommended to the Director Remuneration Policy at this time.

Following questions and discussion, the Committee approved the revised Director Remuneration Policy. In accordance with AC’s practice, the policy is posted on the OMERS website.

Investment Risk Policy

The Investment Risk Policy (IRP) supplements the Statements of Investment Policies & Procedures and further defines limits and thresholds and clarifies roles and responsibilities. Proposed amendments to the IRP reflected the new recourse debt pricing model, the updated methodology for calculating the recourse debt limit, the revised liquidity risk metric previously presented in May, clarified roles and responsibilities around repos, and the inclusion of climate change/carbon-related metrics. The IRP was expected to undergo an off-cycle review in Q1 2022 to incorporate results of the Asset-Liability Study, once approved.

Following questions and discussion, the Investment Committee approved the Investment Risk Policy, effective January 1, 2022. Due to the confidential and commercially sensitive nature of its contents, the Investment Risk Policy will be kept confidential for internal use only and will not be posted on OMERS external website.

A special meeting of the Investment Committee was called to consider an investment transaction. Due to legal and contractual obligations, the IC decision is required to remain confidential.

A special meeting of the Investment Committee was called to review several matters, but no final decisions were made by the Committee at the meeting.

Review of SC By-Law No. 4

The AC Board met on August 12, 2021 to consider the proposed revisions to SC By-Law No. 4 and the NAC Charter, and responses to each were provided to SC on August 12, 2021. On September 27, 2021, SC delivered a letter to AC addressing AC’s comments in its August 12, 2021 letter and requesting AC feedback on the proposed SC By-Law No. 4 revisions by October 8, 2021.

A draft response to SC’s request for feedback on SC By-Law No. 4 was prepared.

Following discussion and as recommended by the Governance & Risk Committee (GRC) at its meeting held on October 6, 2021, the AC Board authorized and directed the AC Board Chair and the Chair of the GRC to communicate the AC Board’s responses on SC By-Law No. 4.

The Governance & Risk Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Confirmation of Appointment of Officers

The AC Board approved a resolution, effective August 12, 2021, that gave effect to this intention.

2021 Board, Committee and Individual Director Effectiveness Review

On June 17, 2021, Egon Zehnder (EZ) presented a report to the Governance & Risk Committee (GRC) which set out the results of their independent assessment of Board, Committee and Individual Director effectiveness. As stated in the report, EZ found that “[i]n aggregate, this is a high functioning Board already on the journey from “good” to “great”” and that there were “no major issues that speak to clear weaknesses”.

Following discussion and as recommended by the GRC at its meeting held on August 10, 2021, the AC Board approved the areas of focus and proposed actions for the AC Board.

2024 AC Board and Committee Meeting Schedule

The GRC is responsible for reviewing and recommending the annual schedule of meetings for the AC Board and its Committees. In assessing and recommending the meeting schedule for 2024, lessons learned from 2020 and 2021 have been incorporated into the rolling three-year Board calendar for 2022, 2023 and 2024. The quarterly meetings of the Investment Committee and Audit & Actuarial Committee (AAC) will continue to be scheduled for five hours in duration and, as requested by the CFO and his Finance team, the meetings of the AAC have been moved back two days in each quarterly meeting cycle to allow additional time to compute quarterly results.

Following discussion and as recommended by the GRC at its meeting held on August 10, 2021, the AC Board approved the draft 2024 meeting schedule for the AC Board and Standing Committees.

2023 AC Board Gap Analysis

The Governance & Risk Committee periodically reviews the AC Board Competency Framework and the corresponding Gap Analysis.

The AC Board Competency Framework was last updated in August 2020 and no further changes are recommended at this time.

The Skills Matrix for 2023 was updated to identify those Directors whose terms are expiring at the end of 2022 and may be renewed and the two Directors who are leaving the AC Board at the end of 2021. It is recognized that having a high turnover in any one year can have a significant impact on the skill set of the Board and, therefore, an early start to this process is advisable.

Following discussion and as recommended by the GRC at its meeting held on August 10, 2021, the AC Board approved the 2023 Skills Matrix and authorized the AC Board Chair and the Chair of the GRC to deliver a letter and to otherwise communicate with SC regarding preferred qualifications for appointments to the made to the AC Board effective January 1, 2023.

Independent Board Chair Reappointment Process

In preparation for the reappointment of the AC Board Chair, the GRC reviewed the AC Board Chair’s self-assessment and the AC Board Chair Role Description at its meeting on August 10, 2021. Subject to the AC Board’s review and approval, the results of the GRC’s review will be submitted to SC.

In reviewing the AC Board Chair’s self-assessment, the Committee unanimously endorsed the commentary that he provided against his key responsibilities and duties as AC Board Chair. The Committee had a thorough discussion with and without the AC Board Chair present.

Following a thorough discussion, with and without the AC Board Chair present, and as recommended by the GRC at its meeting held on August 10, 2021, the AC Board approved the amended AC Board Chair Role Description and the amended AC Board Chair self-assessment, including the GRC’s evaluation. The AC Board also requested that the words “the Board concurs with the assessment and unanimously endorses the reappointment of the Board Chair” be incorporated into the transmittal letter to SC. The AC Board also appointed AC representatives on any joint working group established to manage the AC Board Chair reappointment process, who are directed to work with the SC representatives on such working group in an expeditious and collaborative manner to arrive at a recommendation relating to the reappointment of the AC Board Chair.

Review of SC By-law No. 4 and Revised Nomination Advisory Committee Charter

SC has communicated to the AC Board Chair and GRC Chair on the topics of SC’s review of By-Law No. 4 and revisions to the Nomination Advisory Committee (NAC) Charter. SC requested AC input on these two matters.

A draft response to SC’s two requests was prepared and reviewed by GRC.

Following discussion and as recommended by the GRC at its meeting held on August 10, 2021, the AC Board authorized and directed the AC Board Chair and the Chair of GRC to communicate the AC Board’s responses on By-Law No. 4 and the Nomination Advisory Committee Charter to SC.

Nomination Advisory Committee of SC

The SC Nomination Advisory Committee (the NAC) Charter states that the NAC will be composed of three standing members, including the SC Board Chair, the SC Board Vice-Chair and the Chair of the CGC of SC. The NAC Charter also contemplates the involvement of the AC Board Chair, the Chair of the AC GRC and one other member of the AC Board in working with the NAC as it fulfills its responsibilities.

As recommended by the AC Board Chair, the AC Board appointed Paul Elliott as the third AC member, along with the AC Board Chair and the Chair of the AC GRC, to work with the NAC as it fulfils its responsibilities.

Asset-Liability Study Committee

The timeline for the completion of the next Asset-Liability Study has been accelerated from November 2022 to February 2022. Acceleration of the Study will allow for any updates thereto to be considered by SC as part of its Plan Risk Assessment process, which is targeted for completion by July 2022.

Responsibility for recommendation of the Asset-Liability Study currently rests with the Investment Committee. Given that the Study is focused on the assets and liabilities of the OMERS Pension Plans, at its meeting on August 10, 2021, the GRC considered a recommendation from the AC Board Chair that the AC Board establish an ad hoc Asset-Liability Study Committee consisting of Directors with experience relevant to both considerations to guide this work.

The GRC also reviewed the Asset-Liability Study Committee Mandate. The Investment Committee Mandate was amended for purposes of clarifying responsibilities as between the Investment Committee and the Asset-Liability Study Committee.

Following discussion and as recommended by the GRC at its meeting held on August 10, 2021, the AC Board approved the establishment of an ad hoc Asset-Liability Study Committee in accordance with its mandate, approved the changes to the Investment Committee Mandate, and appointed members of the Asset-Liability Study Committee.

AVCs and Mid-Year Reporting

At the May 20, 2021 AC Board meeting, the Board discussed the risks associated with publishing the mid-year financial statements on the AVC program. Management prepared a report which reviewed the risks and impacts of publishing the mid-year financial results to the AVC program; outlined a recommendation in response to these risks; and set out the approval process to mitigate the risks to the AVC program in 2022.

Following discussion and as recommended by the GRC at its meeting held on August 10, 2021, the AC Board will recommend to SC that the SC AVC Design Policy be amended to limit lump sum transfers from January 1 to June 30 each year, effective January 1, 2022.

2021 Mid-Year Web Posting and Financial Statements

Management has prepared OMERS unaudited Mid-Year Financial Statements, along with a web posting comprised of introductory quotes from Blake Hutcheson and Jonathan Simmons, key financial metrics and explanatory commentary (Web Posting).

Following discussion and as recommended by the Audit & Actuarial Committee at its meeting held on August 11, 2021, the AC Board approved the OMERS Administration Corporation’s consolidated Mid-Year Financial Statements and the Web Posting.

Return-to-Office Update

For the last several months, the Executive Leadership Team has been working to establish Remote Work Principles to help guide the return-to-office plan once we begin to experience a post-pandemic “new normal”. While this may happen at different times around the world, most of OMERS offices are expected to see the start of it in September. A set of remote working principles has therefore been developed to enable employees to balance time spent remotely, while maintaining the office as a primary place of work.

These principles apply only to OMERS employees, as Oxford, in its operating company capacity, has a significant number of employees who are required to be on site full-time.

Following discussion and as recommended by the Human Resources Committee at its meeting held on August 11, 2021, the AC Board approved the revised Return-to-Office Principles.

Investment Performance Reports to SC

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at June 30, 2021, with both to be provided to SC.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

2023 AC Board Gap Analysis

The Governance & Risk Committee reviewed the 2023 AC Board Gap Analysis, which identified the specific competencies in which the AC Board may need to increase capacity given the potential for high turnover at the end of 2022.

Following questions and discussion, the Committee confirmed the AC Director competencies as approved on September 18, 2020.

Investment Risk Policy – Extension of Real Estate Asset Class and Infrastructure Debt Limit Exceptions

In March 2020, in response to market circumstances, exceptions to the Recourse Debt, Real Estate Asset Class and Infrastructure Debt limits in the Investment Risk Policy were granted by the Investment Committee for a period of 18 months ending September 30, 2021.

Following questions and discussion, the Investment Committee approved that the exception to the Recourse Debt Limit be allowed to expire but that the exceptions to the Real Estate Asset Class limit and Infrastructure Debt limit be extended until the completion of the Asset-Liability Study and subsequent updating of the Investment Risk Policy and Statement of Investment Policies and Procedures – Primary Plan.

Asset-Liability Study Committee – August 6, 2021

At its inaugural meeting on August 6, 2021, the ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the Governance & Risk Committee was called to review several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the Investment Committee was called to discuss investment strategy, but no final decisions were made by the Committee at the meeting.

Long-Term Investment Return and Volatility Assumptions

Long-term passive investment return assumptions for each of OMERS asset classes are critical inputs into financial models used across OMERS, including asset-liability studies, risk metrics and projections of financial health. It is proposed that a new set of return and volatility assumptions for each of OMERS asset classes be used for projecting the financial condition of the Plan and that these assumptions be shared with SC so that they may be used in modelling that will be carried out as part of the SC Plan Risk Assessment process.

While Management does not typically seek approval of investment assumptions for projection purposes, Management was doing so out of an abundance of caution.

After revising the methodologies to be more consistent with OMERS investment approach, the updated return assumptions across asset classes are in line with other expert forecasts.

Following discussion and as recommended by the Investment Committee at its meeting held on May 18, 2021, the AC Board approved that a new set of return and volatility assumptions be used for Primary Plan projections, the Risk Appetite metrics and recommended to SC for use in Plan Risk Assessment.

Appeals Rules, Appeals Manual and By-law No. 4

The Appeals Committee Work Plan directs the Appeals Committee to review and consider amendments to the Rules Respecting Practice and Procedure for Appeals (the Appeals Rules), the Appeals Manual and By-law No. 4 in Q2 2021. AC Management did not recommend any amendments to the Appeals Rules, Appeals Manual or By-Law No. 4.

Following discussion and as recommended by the Appeals Committee at its meeting held on May 18, 2021, the AC Board approved that the current Appeals Rules, Appeals Manual and By-law No. 4 be confirmed with no amendment.

Publishing OMERS Mid-Year Results and Financial Statements

The Mandate of the Audit & Actuarial Committee (AAC or the Committee) specifies that the Committee assists the AC Board with “oversight responsibilities for the system of internal control and disclosures.” Item A7 of that Mandate includes “recommending to the AC Board approval of the … Mid-Year Statements prepared by Management.”

Management recommended that OMERS begin to make public OMERS mid-year net investment results and financial statements starting in 2021. This recommendation falls within the Committee’s Mandate for consideration and recommendation to the AC Board.

OMERS process for preparing a full set of mid-year financial statements is well-established and has been in place since 2018. This process includes private investment valuations, Disclosure Committee governance, external auditor review, AAC recommendation and AC Board approval. These statements have not before been published externally.

Management proposed that the materials to be published for mid-year 2021 would include:

a press release, media briefing, or web posting summarizing OMERS Total Plan and asset class returns, with appropriate commentary;
a set of IFRS-compliant financial statements, including 2020 comparatives; and
a one-page summary of key metrics.

No other sections from OMERS typical annual report would be created, although the principal reporting documents referred to above would be leveraged for newsletters and updates for members, employers, sponsors and other stakeholders.

Following a thorough discussion of the advantages and disadvantages, including potential risks, of publishing mid-year financial statements, the Audit & Actuarial Committee, at its meeting held on May 19, 2021, recommended that the Board approve the publishing of mid-year financial statements.

Following discussion and as recommended by the AAC at its meeting held on May 19, 2021, the AC Board approved that OMERS begin publishing mid-year financial statements and related information, commencing with the period ended June 30, 2021, following approval thereof by the AC Board.

CUPE Request for Independent Review

On May 19, 2021, CUPE held a press conference and publicly released a report entitled “Not Just One ‘Tough Year’: The Need for a Review of OMERS Investment Performance”, wherein it requested an independent review of the investment program at OMERS.

The Board recognizes that it is both skills-based and independent from Management. The Board reviewed the considerable work that had been done over the past year in reviewing the circumstances surrounding the 2020 investment return, the changes that were implemented by the Board prior to the appointment of the new CEO in April 2020 and the changes that have been implemented by the new CEO over the past year following his appointment, the continued oversight of the AC Board over investment matters and the belief that the Board has in the investment strategy and Management. Throughout the year external independent advice was sought where it was thought to be appropriate.

A majority of the Board agreed that there was good reason for not supporting an independent review, in view of the fact that the Board and Management had followed the correct process and had done all the things that should have been done in reviewing the circumstances surrounding the 2020 investment return.

AC Management and Board members have met and engaged with all sponsors since the release of the 2020 results in February and have committed to quarterly meetings with those sponsors who would like to meet quarterly going forward.

OMERS will be issuing semi-annual financial statements for purposes of transparency and to address concerns that commercial parties could obtain data to which OMERS members did not have access as a result of OMERS obligation to provide semi-annual statements to any Medium Term Note holders who request them.

Following discussion, the AC Board approved a resolution that the AC Board does not support the request by CUPE for an external independent review of the investment program at OMERS.

Investment Performance Reports to SC

The AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at March 31, 2021, with both to be provided to SC.

External Auditor Audit Plan, Engagement Letter and Fees for 2021

The Audit & Actuarial Committee Mandate requires the Committee to approve the fee for the External Auditor for the upcoming audit year and approve the annual audit plans of the External Auditor.

Following questions and discussion, the AAC approved the following:

the external auditor engagement letter and fees for the 2021 year-end audit;
the External Audit Plan for the 2021 fiscal year audit; and
authorization for the Chair of the AAC and the Chief Financial Officer to sign the engagement letter with PricewaterhouseCoopers on behalf of OMERS Administration Corporation.

Lobbying Policy

The Lobbying Policy underwent its regular triennial review, resulting in proposed amendments for the Committee’s consideration and approval.

Following questions and discussion, the Committee approved the amended Lobbying Policy effective June 1, 2021. In accordance with AC’s practice, the Policy is posted on the OMERS website.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Investment Committee reviewed several matters and made a recommendation to the AC Board for approval, but no final decisions were made by the Committee at the meeting.

Disposition of Environmental Resources Management (ERM)

OMERS Private Equity sought the approval of the Investment Committee to sell AC’s entire indirect interest in ERM Worldwide Group Limited.

Following a question and discussion period, the Investment Committee approved the disposition.

In a press release issued on May 17, 2021, OMERS Private Equity and Alberta Investment Management Corporation, on behalf of certain of its clients (AIMCo), announced that they have signed an agreement to sell their majority stake in ERM to KKR. Financial terms were not disclosed.

A special meeting of the Investment Committee was called to consider an investment transaction. Due to legal and contractual obligations, the IC decision is required to remain confidential.

Return to Office Planning Framework

As the pandemic progresses, and with the advent of vaccinations, Management has prepared more detailed planning which recognizes that the different stages of the pandemic globally create different realities for each of OMERS offices and teams.

The Return to Office Principles which the Board reviewed in May 2020 have been amended to reflect that “individual choice and flexibility will continue to be available, to varying degrees, as we move towards a new normal.”

Following discussion, the AC Board approved the Return to Office Principles, as amended.

2020 Annual Reporting Materials

In that context, the AAC Mandate outlines its responsibilities with respect to OMERS Annual Report:

recommending to the AC Board approval of the annual audited financial statements; and
recommending to the AC Board approval of the management discussion and analysis content to be included in AC’s Annual Report and other material public announcements regarding financial matters.

Following discussion and as recommended by the AAC at its meeting held on February 12, 2021, the AC Board approved the following:

OMERS Administration Corporation’s 2020 consolidated financial statements and audited financial statements for the Administered Funds;
the Management’s Discussion and Analysis (MD&A) and the Highlights for Our Members section included in AC’s Annual Report and other material public announcements regarding financial matters; and
the media briefing with respect to AC’s 2020 financial results.

Confirmation of Appointment of Officers

Following discussion, the AC Board confirmed the duly appointed officers of OMERS Administration Corporation, effective February 19, 2021.

2021 AC Board Work Plan

The mandate of the AC Board requires it to establish its work plan annually. The work plan describes how the AC Board will meet its mandate obligations.

Following questions and discussion, the AC Board approved its 2021 Work Plan, which was prepared to comply with the AC Board Mandate, as approved by the AC Board at its meeting held on November 19, 2020.

Shared Risk Indexing – Calculation of Commuted Values

On June 24, 2020, the SC Board adopted Shared Risk Indexing (SRI) and a new Funding Management Statement (FMS). SRI would apply to benefits in respect of service after December 31, 2022.

At its November 19, 2020 and December 3, 2020 meetings, the AAC considered how SRI and the new FMS could impact commuted values (CVs) and other plan features. As this is an administration matter, it falls to the AAC to recommend, and the AC Board to approve, an appropriate percentage of indexing to include in CVs in respect of post-2022 service.

The Audit & Actuarial Committee (AAC) reviewed several methods for caluculating CVs. At its December 3, 2020 meeting, the AAC agreed to calculate CVs with respect to benefits accruing after December 31, 2022 using a percentage of indexing equal to 0 per cent.

The AAC also concluded that it would be necessary to revisit this approach for CV calculation under SRI prior to December 31, 2025.

In its review, the AAC was mindful of the approaches followed by OMERS peer plans who have non-guaranteed indexing provisions.

Per the established assumption setting process, prior to AC Board approval, Management shared the AAC’s recommended approach with SC on January 27, 2021 and received supportive feedback for the recommended percentage of indexing of zero per cent.

Following discussion and as recommended by the AAC at its meeting held on February 12, 2021, the AC Board approved that the commuted value, with respect to the portion of pensions which accrue after December 31, 2022, be calculated using a percentage of indexing of zero and that a review of the method for determining the percentage of indexing be completed prior to December 31, 2025.

2020 Valuation of the OMERS Primary Pension Plan

Each year, Willis Towers Watson (WTW), the actuary appointed by the AC Board, prepares an actuarial valuation report for the Primary Plan. Following the review by the AAC, the same information was presented to the AC and SC Boards at the AC/SC Joint Session on
February 12, 2021, per the Memorandum of Understanding. On December 10, 2020, the AC Board approved the preparation of the 2020 actuarial valuation of the Primary Plan using a real discount rate of 3.85 per cent, with the balance of the actuarial assumptions and the results of the 2020 valuation to be approved at this meeting.

Following discussion and as recommended by the AAC at its meeting held on February 12, 2021, the AC Board approved the actuarial methods and assumptions, except for the discount rate, and the annual actuarial valuation of the OMERS Primary Pension Plan.

2020 Valuation of the Retirement Compensation Arrangement for the OMERS Primary Pension Plan

Each year, WTW prepares an actuarial valuation report for the Retirement Compensation Arrangement (RCA) for the OMERS Primary Pension Plan.

Following discussion and as recommended by the AAC at its meeting held on February 12, 2021, the AC Board approved the actuarial methods and assumptions for the RCA and the annual actuarial valuation of the RCA.

2020 AC Board Remuneration & Attendance Report (Annual Report)

For the past several years, the Governance Committee has reviewed and recommended to the AC Board the governance portions of the Annual Report, in a similar manner to how the AAC reviews the financial statements and MD&A and the Human Resources Committee reviews the Compensation Discussion & Analysis.

Following discussion and as recommended by the Governance & Risk Committee at its meeting held on February 18, 2021, the AC Board approved the 2020 OMERS Administration Corporation Board Remuneration and Expenses and Attendance Report for inclusion in the Annual Report.

Risk Appetite Statement Updates

With the review of the People Risk Framework, Management has identified an opportunity to adjust the tolerances of two of the three people risk appetite statements from “medium” to “low”. Management believes this is an important adjustment to support OMERS view that its people are its most important asset. This change was discussed at the HRC meeting on February 17, 2021 and the HRC recommended to the GRC that a revision be made to the Operational Risk section of the Primary Plan Subsidiary Risk Appetite Statements in respect to People Risk and be recommended to the AC Board for approval.

Concurrent with the Total Portfolio Management (TPM) team’s proposal of a revised currency hedging approach to the Investment Committee (IC) on February 17, 2021, the Risk Management Group also recommended a change to the qualitative risk appetite statement with respect to currency management. This change was discussed at the IC meeting held on February 17, 2021, and the IC recommended to the GRC that a revision be made to the Investment Risk section of the Primary Plan Subsidiary Risk Appetite Statements in respect of Currency Management and be recommended to the AC Board for approval.

Additionally, Management recommended the following two changes to the metrics in the Primary Plan Risk Appetite Statement.

With the approval of SRI in June 2020, Management committed to developing an additional Primary Plan Risk metric. In this regard, Management is introducing a new metric, Metric 10 or M10, which measures the average amount of indexation members could be expected to receive under SRI after 2023 relative to guaranteed (full) indexing.
The calculation of Metric S1, Management Funded Ratio, has been updated to incorporate the impact of SRI. The metric assumes that SRI is 100% (e.g., full indexing is provided).

Following discussion and as recommended by the GRC at its meeting held on February 18, 2021, the AC Board approved the proposed changes to the Primary Plan Subsidiary Risk Appetite Statements and Metric 10 of the Primary Plan Risk Appetite Statement as a risk indicator.

Compensation Discussion and Analysis (Annual Report)

The HRC Mandate requires that the Committee recommend to the AC Board compensation-related disclosure in public documents such as the OMERS Annual Report.

The OMERS executive compensation information is included in its own section of the Annual Report titled “Compensation Discussion and Analysis (CD&A)”. The CD&A includes a summary of OMERS compensation strategy, compensation programs and processes, an overview of the HR Committee Mandate and the compensation earned for the Top 5 compensated Named Executive Officers (NEOs).

Following discussion and as recommended by the HRC at its meeting held on February 17, 2021, the AC Board approved the 2020 CD&A for inclusion in the Annual Report.

2020 CEO Compensation

The HR Committee mandate requires that the HR Committee recommend to the AC Board the compensation plan design and all awards and payments for the CEO based on the role description and achievement of goals and objectives on an annual basis.

The CEO’s performance results against the pre-determined goals and objectives and the CEO’s self-assessment were included as attachments to the report. The AC Board Chair and HR Committee Chair reviewed and provided their feedback on the self-assessment, which was reflected in the document.

Following discussion and as recommended by the HRC at its meeting held on February 17, 2021, the AC Board approved the 2020 CEO Compensation awards and payments.

2021 Governance & Risk Committee Work Plan

The Governance & Risk Committee (GRC or the Committee) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Following questions and discussion, the Committee approved its 2021 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on November 19, 2020.

2020 Enterprise Political Donations and 2021 Plan

In keeping with OMERS Political Donations Policy, Management prepares an annual plan and reporting to the GRC on any political donations in the previous year.

The Vice President, Government Relations, reported that no political donations were made in 2020 and presented the proposed donation plan for 2021.

Following questions and discussion, the Committee approved the 2021 Enterprise Political Donations Plan.

2021 Work Plan – Human Resources Committee

The Human Resources Committee Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

2021 Investment Committee Work Plan

The Investment Committee Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Currency Management Approach

OMERS approach to currency management was reviewed through a rigorous and comprehensive process involving broad cross-functional participation across OMERS and with external independent expertise provided by Oliver Wyman and Osler LLP. As a result of this review, the Committee was being asked to consider the approval of a refreshed approach to currency management, including specific recommendations and amendments to the Investment Risk Appetite Statement as they relate to currency hedging. The new approach will create a stronger focus on OMERS long-term goals and better align with OMERS best interests and those of its members.

An education session took place on February 5, 2021 to inform the Committee’s decision. Oliver Wyman and Osler LLP were present and expressed strong support for the new approach. Risk Management also provided its endorsement of the new currency management approach.

Following questions and discussion, the Committee approved the new currency management approach.

Investment Risk Policy

Implementation of the new currency management approach and amendments to the Investment Risk Appetite Statement required related updates to the Investment Risk Policy for Currency Hedging. The limits and thresholds were reviewed by the Total Portfolio Management Group.

Following questions and discussion, the Committee approved the amended Investment Risk Policy.

2021 Audit & Actuarial Committee Work Plan

The Audit & Actuarial Committee (AAC or the Committee) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Following questions and discussion, the AAC approved its 2021 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on November 19, 2020.

Investment Performance Reports to SC

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at December 31, 2020, with both to be provided to SC.

2020 Risk Adjustments for Compensation Plans

The risk adjustment is a compensation design feature that has been incorporated into compensation plans to enhance plan governance by incenting and rewarding teams for achieving the desired risk culture of the organization.

Consistent with the established process, the Risk team has completed assessments for each Business Unit. The Chief Risk Officer provided overall comments on the risk assessments and actions undertaken throughout the year that have improved the risk profile and culture of OMERS.

Following questions and discussion, the Committee approved a 0% risk adjustment for enterprise-wide compensation plans.

The AC Board reviewed several matters, but no final decisions were made at the meeting.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

HR Matters

Following discussion, and as recommended by the Human Resources Committee at its meeting held on January 8, 2021, the AC Board approved the following:

2021 CEO Performance Scorecard; and
2020 Incentive Considerations.

The Human Resources Committee reviewed several matters and made several recommendations to the Board, but no final decisions were made by the Committee at the meeting.

Meeting Summaries

2024 Meeting Summaries

Governance & Risk Committee – June 20, 2024

AC Board – May 16, 2024

Update on the Fighting against Forced Labour and Child Labour in Supply Chains Act

Objectives of SC Review of By-law No. 4

Proposed Changes to AC Board Competency Framework

AC Board Chair Role Description

Member Services Committee – May 15, 2024

Governance & Risk Committee – May 15, 2024

Lobbying Policy

Human Resources Committee – May 14, 2024

Audit & Actuarial Committee – May 14, 2024

Anti-Bribery & Corruption Policy

Personal & Institutional Trading Policies

External Auditor Audit Plan, Engagement Letter and Fees for 2024

Q1 2024 Investment Performance Reports to SC

Investment Committee – May 13, 2024

Governance & Risk Committee – April 29, 2024

Investment Committee – March 19, 2024

AC Board – February 23, 2024

2023 Actuarial Assumptions & 2023 Actuarial Valuations of the OMERS Pension Plans

2023 Annual Reporting Materials

Confirmation of Appointment of Officers

2024 AC Board Work Plan

Funding Policy – RCA

Code of Conduct and Ethics

2023 AC Board Remuneration and Attendance Report (Annual Report)

OMERS AC Governance Principles

Compensation Discussion and Analysis (Annual Report)

2023 CEO Scorecard Assessment

2023 CEO Compensation

Member Services Committee – February 22, 2024

2024 Member Services Committee Work Plan

Governance & Risk Committee – February 22, 2024

2024 Governance & Risk Committee Work Plan

2023 Enterprise Political Donations and 2024 Proposed Enterprise Political Donations Plan

Investment Committee – February 21, 2024

2024 Investment Committee Work Plan

Revocation of March 20, 2020 Resolution

Human Resources Committee – February 21, 2024

2024 Work Plan – Human Resources Committee

Audit & Actuarial Committee – February 16, 2024

2024 Audit & Actuarial Committee Work Plan

Q4 2023 Investment Performance Reports to SC

Human Resources Committee – February 15, 2024

Audit & Actuarial Committee – January 24, 2024

2023 Meeting Summaries

AC Board – December 7, 2023

2023 Consolidated Annual Financial Operating Plan Recommendations

Statement of Investment Authorities

Statements of Investment Policies and Procedures

Sustainable Investing Policy

Director Self-Assessments & Updated 2024-2025 Skills Matrix and Gap Analysis

Board and Committee Mandate Review

Appointment of Standing Committees for 2024

2024 CEO Performance Scorecard

2024 CEO Role Description

2024 CEO Total Compensation Target

Investment Committee – December 1, 2023

2024 Investment Return Ranges for Compensation Plans

Investment Risk Policy Exception

Audit & Actuarial Committee – November 30, 2023

Human Resources Committee – November 16, 2023

2024 Incentive Framework Updates

Growth Equity Compensation Update

Governance & Risk Committee – November 16, 2023

Director Self-Assessments

2024 Board, Committee & Individual Director Effectiveness Assessment

Governance Manual and Governance Handbook for 2024

Audit & Actuarial Committee – November 15, 2023

2024 Internal Audit Plan

Workplan Investigations Policy

Anti-Terrorist Financing & Money Laundering Policy

Investment Performance Reports to SC – Q3 2023

Member Services Committee – November 14, 2023

Investment Committee – November 14, 2023

Investment Risk Policy

AC Board – October 4, 2023

Investment Committee – October 2, 2023