OAC Board – August 17, 2018
Confirmation of Appointment of Officers
In order to facilitate compliance reporting and certification requirements in other jurisdictions, OAC has found it useful to summarize the current senior officers of the corporation in an annual confirmatory resolution. Also, to facilitate the signing of certificates and powers of attorney, it is useful to appoint various corporate counsel as assistant corporate secretaries.
The OAC Board approved a resolution, effective July 31, 2018, that gave effect to this intention.
Strategic Partnerships Program
The Strategic Partnerships Program (SPP) is a key part of the proposed 2030 Strategic Plan. It offers a potential competitive advantage for OMERS, supporting increased opportunities to pursue large-scale investments, majority control and governance, cost recovery, and alignment with investment strategy. It also represents a shift from the current 2020 strategy, which does not focus on a third-party capital program. The SPP will include an OMERS Infrastructure program (OIP), a Real Estate program (REP) and a Private Equity program (PEP).
The OAC Board was asked to approve the infrastructure platform in the SPP because it was outside of the previously approved 2020 Strategic Plan, and the current Investment Committee mandate did not include authority to approve third-party investor offerings under the SPP.
Following questions and discussion, and as recommended by the Investment Committee at its meeting held on August 14, 2018, the OAC Board approved the Strategic Partnerships Program.
Temporary Adjustment to SIP&P Fixed Income Lower Limit
Management recommended that an amendment be made to the policy limit in the OMERS Statement of Investment Policies and Procedures (SIP&P) for the Primary Plan reducing the current minimum strategic asset allocation for Fixed Income from 25% to 20% of OMERS net assets.
As recommended by the Investment Committee at its meeting held on August 14, 2018, the OAC Board approved a resolution, effective August 17, 2018, that gave effect to this intention.
Independent Board Chair Appointment Process
At its August 15, 2018 meeting, the Governance Committee completed the next step in the process to consider the reappointment of the OAC Board Chair for a third term commencing January 1, 2020 – the review of the Board Chair’s self-assessment. The Governance Committee had a thorough discussion and unanimously endorsed and recommended the Board Chair’s self-assessment and his reappointment as Chair of OMERS Administration Corporation. Subject to the OAC Board’s review and approval, the results of the Governance Committee’s review would be submitted to the Sponsors Corporation as an “input” into the process to be conducted by the Joint Working Group established by both Boards.
Following discussion, and as recommended by the Governance Committee at its meeting held on August 15, 2018, the OAC Board:
- approved the OAC Board Chair Self-Assessment, including the Governance Committee evaluation, and directed the Chair of the Governance Committee to submit the Self-Assessment to the Joint Working Group;
- approved the appointment Monty Baker, Laurie Hutchinson, Jim Phillips and Penny Somerville (or a substitute as required, as determined by the Chair of the Governance Committee) as OAC Board representatives on the Joint Working Group established pursuant to SC By-law No. 13; and
- directed the OAC representatives on the Joint Working Group to work with the SC representatives on the Joint Working Group in an expeditious and collaborative manner to arrive at a recommendation relating to the appointment of an OAC Board Chair consistent with the process set out in SC By-law No. 13.
2019 Gap Analysis
In 2017, the Governance Committee substantially updated the process for reviewing the OAC Board Competency Framework and the corresponding Gap Analysis. The intention of the review was to accelerate the timing of the process so that the OAC Board could work more effectively with the Sponsors Corporation Board as they worked to identify suitable candidates for upcoming positions on the OAC Board.
The Competency Framework was last updated in December 2017 to reflect some input from the SC. No further changes were recommended. The Skills Matrix was revised to identify those Directors whose terms were expiring at the end of 2019 and may be renewed and those Directors who were facing term limits and thus will be leaving the OAC Board at the end of 2019.
As recommended by the Governance Committee at its meeting held on August 15, 2018, the OAC Board approved the Competency Framework and Skills Matrix with such non-material amendments thereto as may be determined by the OAC Board Chair and the Chair of the Governance Committee. The OAC Board also authorized and directed the OAC Board Chair and the Chair of the Governance Committee to communicate with the SC regarding preferred qualifications for appointments to be made to the OAC Board effective January 1, 2020, as described in the Competency Framework. Any feedback from the SC on such communication would be reviewed by the Governance Committee and the OAC Board.
2021 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 2021, lessons learned from 2017 and 2018 were incorporated into the rolling three-year Board calendar for 2019, 2020 and 2021.
As recommended by the Governance Committee at its meeting held on August 15, 2018, the OAC Board approved the draft 2021 meeting schedule for the OAC Board and Standing Committees.