OAC Board - August 17, 2017
Change of Registered Office Address
The designation of a registered office of a corporation, and any changes to the registered office, is set by resolution of its board of directors for corporations under the Business Corporations Act (Ontario) and Canada Business Corporations Act. Although OMERS Administration Corporation is a statutory corporation and not incorporated pursuant to either of those acts, it follows a similar process.
As a result of the move from One University Avenue to 100 Adelaide Street West, it was necessary to change the address of the registered office of OAC.
The OAC Board approved the address change of OMERS registered office, effective September 18, 2017, to 900-100 Adelaide St W, Toronto ON M5H 0E2.
Closed Plans Consolidation
In 2016, OMERS and the City of Toronto (the “City”) recommenced discussions regarding the potential consolidation of up to five City-sponsored pension plans into the OMERS Primary Pension Plan (the “OMERS Plan”). OMERS and the City have now agreed on the principal terms and conditions of the potential transfers of the assets and obligations of each of the Toronto Civic Employees’ Pension Plan, the Toronto Fire Department Superannuation and Benefit Fund, the Metropolitan Toronto Pension Plan, the Metropolitan Toronto Police Benefit Fund and the Corporation of the City of York Employee Pension Plan to the OMERS Plan.
The consolidation of the Closed Plans with the OMERS Plan has been under discussion for many years and the approval of the OAC Board of Directors and the OMERS Sponsors Corporation Board (the “SC Board”) was being sought.
Following a presentation and a question/discussion period with Management, the OAC Board approved each Transaction including:
- entering into a definitive agreement among SC, OAC and the City with respect to each of the applicable Closed Plans (each a “Pension Transfer Agreement”);
- giving effect to the Transactions contemplated in each Pension Transfer Agreement, including the preparation of any amendments to the OMERS Plan that are requested by the SC Board in support of the Transactions; and
- ensuring that the transferred obligations and the transferred assets of the applicable Closed Plan are transferred to the OMERS Plan in accordance with section 80.4 of the Pension Benefits Act (Ontario) upon the closing of a Transaction.
Enterprise Risk Report – Q2 2017
In the past, the quarterly risk report to the Board focused only on operational risk. The Risk Group has now broadened the content of its report to discuss all four of our risk categories: Investment Risk, Operational Risk, Pension Risk and Emerging Risks. The intent of the report is to provide an overview of each risk category to the full Board.
The OAC Board approved the Q2 2017 Enterprise Risk Report.
2017 Asset-Liability Study for RCA
Management completed the 2017 Asset-Liability Study for the Retirement Compensation Arrangement (“RCA”). The intent of this work was to ensure that the asset mix choices made for the RCA were as robust as possible to investment and liability shocks within the major constraints, including the Income Tax Act and the funding model determined by the SC.
Following discussion, and as recommended by the Investment Committee at its meeting held on August 14, 2017, the OAC Board approved the RCA Investment Fund asset mix and approved the removal of the foreign asset limit of 75% in the Statement of Investment Policies & Procedures – RCA.
Competency Framework and Gap Analysis
At its meeting on May 18, 2017, the Governance Committee determined that it would review the OAC Board Competency Framework at its August 2017 meeting. At the May meeting, a sample format for a revised Competency Framework was reviewed with the Committee and presented to the OAC Board for review. The OAC Board authorized the OAC Board Chair and the Chair of the Governance Committee to socialize the form of revised Competency Framework with the Sponsors Corporation in advance of the August Board cycle.
The draft Competency Framework was presented to the Governance Committee at its meeting on August 15 for review and recommendation to the OAC Board. The Governance Committee requested minor amendments, which were incorporated into the draft.
As part of the process to develop a skills matrix, incumbent Directors were asked to self-assess their individual competencies together with their supporting rationale by August 22, 2017. The self-assessments were vetted with the OAC Board Chair and then considered and approved by the Governance Committee.
Following a question and discussion period, and as recommended by the Governance Committee at its meeting held on August 15, 2017, the OAC Board approved the Competency Framework, the self-assessment process, the Governance Committee’s authority to determine the skills matrix, and the communication process.
2019 Board and Committee Meeting Schedule
The Governance Committee is responsible for reviewing and recommending the annual schedule of meetings for the OAC Board and its Committees. In assessing and recommending the meeting schedule for 2019, lessons learned from 2016 and 2017 were incorporated into the rolling two-year Board calendar for 2018 and 2019.
As recommended by the Governance Committee at its meeting held on August 15, 2017, the OAC Board approved the draft 2019 meeting schedule for the OAC Board and Standing Committees.
Code of Conduct and Ethics
The Audit & Actuarial Committee Mandate requires that the AAC review the Code of Conduct and Ethics (the “Code”). The AAC in turn recommends the Code to the OAC Board for approval. Compliance & Ethics reviewed the Code in collaboration with representatives of the Business Units and suggested certain amendments. There were a number of editorial updates to the Code and two substantive changes.
As recommended by the Audit & Actuarial Committee at its meeting held on August 16, 2017, the OAC Board approved the amended Code of Conduct and Ethics, effective September 1, 2017. In accordance with OAC’s practice, the Code is posted on the OMERS website.