The Pension Fund Investment Committee (PFIC) will, after giving proper consideration to the comments and recommendations of the Pension Plan Committee (PPC), recommend to the Board of Governors the approval of the Plan’s related Statement of Investment Policies and Procedures (SIPP). This includes establishing the return on investment objective and risk tolerance including the asset mix policy and strategic ranges for asset classes.
Pension Fund Investment Committee
Terms of Reference
Regulations of the Pension Fund Investment Committee
These regulations form an integral part of the Pension Governance Structure. They have been approved under the authority of the Board of Governors.
Section 1 - Introduction
This document constitutes the Regulations of the Pension Fund Investment Committee as agent of the University of Ottawa in respect of the University of Ottawa Retirement Pension Plan as of January 1, 2002.
The Pension Fund Investment Committee was established by the Board of Governors of the University of Ottawa.
The basic purpose of the Regulations is to establish the rules the Pension Fund Investment Committee will follow in order to accomplish its functions.
The Regulations are intended to meet the requirements of Applicable Legislation if any.
Section 2 - Interpretation and Definitions Interpretation
The masculine pronoun wherever used herein shall include the feminine pronoun where applicable, and the singular shall include the plural, and vice versa, as the context shall require. References to a section mean a section in these Regulations unless the context clearly indicates otherwise.
Should there be a contradiction between the Regulations and the provisions of the Plan, the latter shall prevail.
Unless the context or the following definitions clearly indicate otherwise, the terms in these Regulations shall have the meaning as defined in the Plan.
"Applicable Legislation" means the Pension Benefits Act (Ontario) and the regulations thereunder and the Income Tax Act (Canada), as related to registered pension plans.
"Auditor" means the accountant responsible for the preparation of the financial reports of the Plan, as applicable, and as may be required under Applicable Legislation.
"Board" means the Board of Governors of the University of Ottawa or authorized representative.
"Chair" means the Chair of the Pension Fund Investment Committee as appointed under Section 3.02.
"Committee Member" means a member of the Pension Fund Investment Committee who has been duly appointed by the Board and in accordance with such rules as may be established by the Committee on Governance of the Board
"Executive Committee" means Executive Committee of the Board.
"Pension Fund Investment Committee" means the committee which has had certain administrative functions delegated to it by the Board and whose membership is listed in Appendix A.
"Plan" means the University of Ottawa Pension Plan as sponsored by the University.
"Regulations" means the regulations of the Pension Fund Investment Committee as established by the Committee on Governance as agent of the Board and set forth in this document and includes any amendments, which are from time to time made hereto.
"Secretary" means the Secretary of the Pension Fund Investment Committee as designated under Section 3.04, who shall not be a member of the Pension Fund Investment Committee.
"Vice-Chair" means the Vice-Chair of the Pension Fund Investment Committee as elected under Section 3.02.
Section 3 - Internal Functioning
The quorum for any meeting of the Pension Fund Investment Committee shall be a majority of the members of the Pension Fund Investment Committee, with the Chair or Vice-Chair being present. The Chair may, at his or her discretion, invite non-Committee Members, provided such attendees have no voting rights. The Chair will also give proper consideration to requests for the attendance of non-committee members.
The Board shall appoint a Chair. The term of office of the Chair shall be one year, renewable at the discretion of the Board. The Committee Members shall elect a Vice-Chair from among the Committee Members.
The term of office of Committee Members will be established by the Board's Committee on Governance. Terms may be staggered and may vary in length from 1 to 3 years to provide for continuity in the Committee. No person may be appointed a Committee Member for more terms than will constitute nine consecutive years.
The Chair chairs any meeting of the Pension Fund Investment Committee. If the Chair is absent, the Vice-Chair chairs the meeting. The Secretary of the Board shall designate another person as Secretary of the Pension Fund Investment Committee.
The decisions of the Pension Fund Investment Committee shall be taken by majority vote of the Committee Members present at the meeting. Each Committee Member has one (1) vote. In the event of a tie vote, the decision of the Chair shall govern.
The Pension Fund Investment Committee shall hold not less than four (4) meetings per calendar year. Special meetings of the Pension Fund Investment Committee may be called by the Chair or upon the request of three (3) or more members giving at least five (5) working days notice of the time and place of such special meeting to each Committee Member. Special meetings of the Pension Fund Investment Committee may be held at any time with less notice by a majority vote of the Committee Members.
In lieu of meeting in person, the Pension Fund Investment Committee may hold meetings by telephone conference call, subject to the above notice requirements for meetings.
A written notice of any meeting of the Pension Fund Investment Committee shall be given by the Secretary to each Committee Member at least five (5) working days before each meeting is held. Such notice shall indicate the agenda topics to be presented.
The Secretary shall keep a register of the Committee's decisions and a register of potential conflicts of interest in accordance with Applicable Legislation, and will ensure records are kept that contain all documents, reports and correspondence received by the Pension Fund Investment Committee. The Secretary will record the minutes of each meeting unless not present at the meeting. The Secretary will ensure that minutes are distributed to each Committee Member within one month following each meeting.
Each Committee Member shall treat with appropriate confidentiality, during as well as after the completion of his term of office, all information relating to a person or the affairs of the Plan or the University of which he acquires knowledge in connection with his engagement as Committee Member. Each Committee Member shall sign a confidentiality statement to this effect.
The Pension Fund Investment Committee shall fulfil its mandate in accordance with the Plan and Applicable Legislation. However, should a new requirement of Applicable Legislation not yet be reflected in the provisions of the Plan, which shall impact the duties of the Pension Fund Investment Committee, the Plan shall be administered taking into account such requirement.
The Pension Fund Investment Committee and each Committee Member thereof will carry out its duties and responsibilities honestly and in good faith and in the best interests of all of the members of the Plan and with the care, diligence and skill that a person of ordinary prudence would exercise in dealing with the property of another person, and will use all relevant knowledge and skill that the Pension Fund Investment Committee or Committee Members possesses.
Committee Members, their heirs, executors, administrators, successors and legal representatives, as applicable, shall be indemnified and saved harmless with respect to any personal liability for damages and costs arising out of any error, omission or wrongful act in the performance of or failure to perform services in the exercise of their duties hereunder, with the exclusion of any dishonest, fraudulent, criminal or malicious act. Committee Members are "additional insureds" under the errors and omissions coverage provided by the Canadian Universities Reciprocal Insurance Exchange.
The University will inform each Committee Member in writing of the terms of such indemnities upon each Committee Member joining the Pension Fund Investment Committee and upon any modifications to the indemnities.
A Committee Member may resign at any time by providing written notice thereof to the Chair. Such notice will state the date on which his resignation takes effect. The Chair of the Pension Fund Investment Committee will, as reasonably practicable upon receipt of such notice, inform the remaining Committee Members of such resignation.
A Committee Member who becomes incapacitated will be fully discharged from all future duties and responsibilities provided written notice of his incapacity is sent on his behalf to the Chair who will inform the remaining Committee Members of such incapacity and removal. Such notice will state the date on which the incapacity takes effect.
If a Committee Member dies, his heir, executors and administrators will have no duties, responsibilities or liabilities hereunder.
In the case of the resignation, incapacity, death or removal of any one or more Committee Members under this Section 3.14 or Section 3.15, the remaining Committee Members, subject to the quorum provisions in Section 3.01, will:
(1) have jointly all the powers, rights, estates and interest of the existing Committee Member; and
(2) be charged with all duties of the exiting Committee Member;
and a successor member may be designated by the University. The replacement mechanism for a committee member who is an APUO member is governed by the appointment process under the collective agreement
The Pension Fund Investment Committee reserves the right to recommend to the Board and the Committee on Governance the termination at any time during the term of office of any Committee Member as a result of a serious dereliction of his duties. Such recommendation shall be taken by unanimous vote of all the other Committee Members.
All records, books, documents pertaining to the administration of the Plan and the various pension funds are the property of the University of Ottawa. A Committee Member who has resigned or has been removed and the personal representatives of the deceased or incapacitated Committee Member will convey any and all records, books, documents, and other property pertaining to the administration of the Plan and the various pension funds to the successor Committee Member or, if no successor has been appointed, to the Chair of the Pension Fund Investment Committee, as soon as possible.
Committee Members who are employed by the University of Ottawa or members of the Plan or members of the Board, will not be compensated for performance of their duties on the Pension Fund Investment Committee. Committee Members will be reimbursed, as appropriate, by the University or the applicable pension fund, as appropriate, for their normal and reasonable expenses incurred in or incidental to the performance of their duties hereunder.
Section 4 - Powers and Duties
The Pension Fund Investment Committee will, after giving proper consideration to the comments and recommendations of the PPC, recommend to the Board of Governors the approval of the Plan's related SIPP. This includes establishing the return on investment objective and risk tolerance including the asset mix policy and strategic ranges for class assets.
Within the parameters of the approved SIPP, the PFIC will be given the exclusive power to:
1. Approve criteria for investment manager selection and performance.
2. Monitor investment manager performance and compliance with SIPP and applicable legislation.
3. Approve the adoption of any investment manager mandates related to the Plan.
4. Approve the adoption of any securities lending agreements related to the Plan.
5. Approve the appointment, removal or retention of the investment managers.
The PFIC shall report to the Board of Governors at least semi-annually or more often as requested, on relevant pension issues within its mandate
(Textual excerpt from the Pension Governance Structure, November 2002, approved by the Board of Governors of the University of Ottawa, and revised on May 28, 2012)
Section 5 - Delegated Powers
The Chief Investment Officer, Pension Fund and Investment Management, will act as a key resource person for the Pension Fund Investment Committee, the Pension Plan Committee, the Administrative Committee and the Committee on Governance in fulfilling their respective mandates related to pension issues. As a key resource person for the Pension Fund Investment Committee, the Chief Investment Officer, Pension Fund and Investment Management, will:
(i) Recommend to the PFIC on all matters relating to the investment of the pension fund, including return on investment objective and risk tolerance, the asset mix policy and strategic ranges for asset classes, and on the investment manager structure, with the assistance of advisors as needed.
(ii) Monitor, in conjunction with advisors, the performance of the investment managers against benchmarks, manager mandates/contracts and compliance matters and rebalance assets as necessary. Report to the PFIC.
(iii) Recommend to the PFIC issues related to investment strategies, including the hiring, retention or dismissal of investment managers.
(iv) Recommend to the PFIC the investment manager mandates, securities lending agreements and other activities related to the pension fund, with assistance from staff and advisors as needed.
(v) Provide support and advice to the PFIC on matters related to the SIPP and the selection and performance criteria to be established for investment managers.
(vi) Recommend to the Vice-President Resources the hiring, retention or dismissal of the trustee/custodian.
(vii) Monitor with the Associate Vice-President, Human Resources the performance of the trustee/custodian.
Textual excerpt from the Pension Governance Structure, November 2002, approved by the Board of Governors of the University of Ottawa, and revised on May 28, 2012)
Section 6 - Amendment
The Pension Fund Investment Committee may recommend to the Board changes to these Regulations.
Section 7 - Conflicts of Interest
No Committee Member will knowingly permit his interest, monetary or otherwise, direct or indirect to conflict with the proper exercise of his duties and responsibilities as described herein.
Each Committee Member will disclose to the Pension Fund Investment Committee in writing the nature and details of any actual, perceived or possible conflicts of interest that such Committee Member knows or ought to know exist with respect to his role on the Pension Fund Investment Committee, and of any rights that the Committee Member may have in or may invoke against the Plan or the related Plan funds, specifying, where such is the case, the nature and value of such rights. Such disclosure will be made to the Pension Fund Investment Committee as soon as practicable after the Committee Member discovers the conflict of interest. Disclosure should also be made at the first Pension Fund Investment Committee meeting at which the matter giving rise to the conflict in issue is discussed. As soon as the conflict is disclosed, the Committee will decide upon a suitable course of action to resolve the conflict.
These regulations recognize that membership in the Plan will not automatically, of itself, disentitle any Committee Member from participation in any deliberation or decision making in respect of the Plan.
Any Committee Member to whom an individual conflict of interest applies will abstain from the deliberations and decision making with respect to the matter giving rise to the conflict, unless otherwise permitted by the Chair of the meeting. In the event that the conflict of interest involves the Chair, the Vice-Chair will act for the purpose of any matter coming before the Pension Fund Investment Committee involving the conflict of interest (including the resolution of such conflict) and the same procedures relating to the resolution of the conflict will apply.
The failure of a person to comply with the procedures described in this Section will not of itself invalidate any decision, contract or other matter pertaining to fund investment.
Article 3.15 shall apply to situations where a Committee Member fails to comply with the procedures described in this Section.
DATED the 28th day of May 2012
APPENDIX A - MEMBERSHIP IN THE PENSION FUND INVESTMENT COMMITTEE
Membership of the Pension Fund Investment Committee consists of those persons listed below:
a. an external person appointed by the Board to serve as Chair of the Committee;
b. two other external persons appointed by the Board
c. one member of the Board appointed by the Board
d. the Vice-President, Resources
e. two members of the APUO appointed by the Board, pursuant to the provisions of the collective agreement
f. one other member of the Plan, appointed by the Board.
An external person is a person who is neither employed by the University of Ottawa, a member of the Board, or a member of the Plan.
End of mandate: 2025-06-30
End of mandate: 2025-06-30
James C.L. Clark
End of mandate: 2026-06-30
Vice-President, Finance and Administration
End of mandate: 2023-12-31
End of mandate: 2024-06-30
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End of mandate: 2025-06-30