Terms of Reference
Regulations of the Pension Plan 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 Plan 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 Plan Committee was established by by-law no. 4, 1969 of the Board of Governors of the University of Ottawa.
The basic purpose of the Regulations is to establish the rules the Pension Plan 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
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) and regulations thereunder, as they relate 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 Plan Committee as appointed under Section 3.02.
"Committee Member" means a member of the Pension Plan Committee.
"Executive Committee" means the Executive Committee of the Board.
"Plan" means the University of Ottawa Pension Plan as sponsored by the University.
"Pension Plan Committee" means the committee which has had certain administrative functions delegated to it by the Board and whose membership is listed in Appendix A.
"Regulations" means the regulations of the Pension Plan 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 Plan Committee as designated under Section 3.03, who shall not be a member of the Pension Plan Committee.
"Vice-Chair" means the Vice-Chair of the Pension Plan Committee as elected under Section 3.02.
Section 3 - Internal Functioning
The quorum for any meeting of the Pension Plan Committee shall be a majority of the members of the Pension Plan Committee, with the Chair or Vice-Chair being present. The Chair will give proper consideration to requests for the attendance of non-Committee Members who will have no voting rights. It is expected that any of the Chief Investment Officer, Pension Fund and Investment Management and the Directors of Financial Services and Internal Audit shall regularly attend such meetings in a non-Committee Member capacity. It is also expected that a designated member of the retired support staff shall regularly attend such meetings as a non-committee member.
The Board shall appoint a Chair. The Chair shall be a member of the Board. 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 Chair chairs any meeting of the Pension Plan 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 Plan Committee.
The decisions of the Pension Plan 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 Plan Committee shall hold not less than two (2) meetings per calendar year. Special meetings of the Pension Plan 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 between the date of the notice calling a meeting and the date of the meeting of the time and place of such special meeting to each Committee Member. Special meetings of the Pension Plan 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 Plan 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 Plan 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 its 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 Plan 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. Documentation provided to each Committee Member for purposes of meetings of the Pension Plan Committee will be returned to the Secretary at the end of the meeting if the Chair so requests.
The Pension Plan Committee shall fulfill 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 Plan Committee, the Plan shall be administered taking into account such requirement.
The Pension Plan 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 Plan 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 Plan 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 Plan 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 3.13 or Section 3.14, 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 or elected as appropriate. The replacement mechanism for a committee member who is an APUO member is governed by the appointment process under the collective agreement.
The Pension Plan Committee reserves the right to recommend to the appointing body 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 or elected, to the Chair of the Pension Plan Committee, as soon as possible.
Committee Members will not be compensated for performance of their duties on the Pension Plan Committee. Committee Members will be reimbursed, as appropriate, by the University or the applicable pension fund for their normal and reasonable expenses, incurred in or incidental to the performance of their duties hereunder.
Section 4 - Powers and Duties
Save and except the powers to appoint the members of the committee, modify the pension plan, and appoint the trustees and investment managers of the pension fund which are under the exclusive jurisdiction of the Board of Governors, the Pension plan Committee has been delegated all of the powers necessary for the interpretation of the pension plan and the administration of the pension fund
In accordance with and without limiting the above, the Pension Plan Committee shall:
- Monitor the administration of the pension fund so as to ensure compliance with the terms of the Plan bylaws, the pension fund expense policy and the Statement of Investment Policies and Procedures. In order to fulfill this function, the PPC shall receive all relevant information including a copy of the Plan documents, the Annual Information Return and the related Statement of Investment Policies and Procedures, the reports of the Chief Investment Officer in respect of fees and expenses charged to the fund and the relevant parts of the minutes of the meetings of the PFIC.
- Monitor any proposed plan benefit modifications and advise the Board or one of its committees with respect to these modifications and on any other matters on which the PPC has been asked by the Board or one of its committees to advise.
- Monitor member communications so as to ensure an appropriate dissemination of Plan matters to the Plan members through the Director, Human Resources, as required.
- Monitor the funding of the Plan, at least annually, and comment as appropriate. In order to fulfill this function, the PPC will receive the Plan's audited financial statements and the actuarial reports. The PPC will also receive the reports of the Pension Fund Investment Committee to the Board of Governors.
- Monitor compliance with legislation through receipt of copies of legislated reports/filings and of annual compliance reports from each of the Chief Investment Officer and the Director, Human Resources.
- Interpret, when required, any matters relating to the Plan bylaws, the methods to be employed for the calculation of benefits and the determination of a right to a benefit.
- Review and recommend on the actuarial valuation in a timely manner.
- Review and recommend on policies relating to the administration of the pension fund, including the pension fund expense policy.
- Review and recommend on the proposed annual budget of fees and expenses to be charged to the pension fund prepared by the Chief Investment Officer. The budget shall include an allowance for external assistance for the PPC as is necessary for the exercise of its mandate.
- Request, through the Chair of the PPC, external assistance when necessary for the PPC to exercise its mandate, subject to the approved annual budget, and subject to the pension fund expense policy for unbudgeted amounts.
With respect to the SIPP, the PPC will review and comment on the SIPP prior to any recommendation by the PFIC to the Board. If there are differences between the PPC and the PFIC after the PFIC has provided a response to the PPC on its comments and recommendations, a meeting between the PPC and the Chair of the PFIC will take place if requested. On those parts of the SIPP where there is still a disagreement following such a meeting, the PPC will make its own recommendation to the Board of Governors.
The PPC shall report to the Board at least 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)
Section 5 - Delegated Powers
The following powers and duties are delegated to the Human Resources Service of the University or its delegate:
(i) to maintain records on each member and recipient of a benefit which shall include all necessary information for the administration of the Plan, such as the member's earnings, contributions, spouse, beneficiary, and other personal data;
(ii) to provide the members or any other concerned person with any form necessary for the administration of the Plan, such as enrolment, designation of beneficiary, option election, and spousal waiver forms, and then receive such forms;
(iii) to perform benefit calculations;
(iv) to prepare the termination, retirement and death benefit statements required by the Plan;
(v) to provide to employees who become eligible for membership to the Plan the applicable written description of the applicable Plan benefits and restrictions;
(vi) to provide an explanation of a proposed amendment to Plan to each active member as may be required;
(vii) where applicable, to produce and provide members of the Plan with a benefit statement;
(viii) to provide to a member any information required under the Plan;
(ix) to answer any questions or requests of any member or person who is entitled to a benefit under the Plan;
(x) to provide to the custodian of the Plan funds, the instructions for the payment of any benefit becoming payable under the Plan;
(xi) to direct the payment of a benefit to a person or institution in accordance with the payee's written instructions;
(xii) to prepare the annual information returns required by the Financial Services Commission of Ontario and the Canada Revenue Agency, as applicable;
(xiii) to answer any request for examination of the Plan text or of any other documents; and
(xiv) if there is a dispute as to whether a person is a spouse, beneficiary or other person entitled to payments under a Plan, or where two or more persons make adverse claims in respect of a benefit, or where a person makes a claim that is inconsistent with information provided by the member, to obtain direction from legal counsel of the University.
Financial Services shall notify the Pension Plan Committee of any unpaid contribution within sixty (60) days after it becomes due.
Financial Services shall prepare the financial statements for the Plan and interface with the auditors.
The person or body exercising delegated powers under this Section shall provide to the Pension Plan Committee such reports or information pertaining to the delegated duties that the Pension Plan Committee may require.
The person or body exercising delegated powers shall assume the same obligations and incur the same liability as those the Pension Plan Committee or one of its members would have had to assume or have incurred if the powers had been exercised by the Pension Plan Committee.
The Pension Plan Committee allows Human Resources Services of the University to make available to the Pension Plan Committee confidential information with respect to a member as may be necessary for the determination of any benefits under the Plan.
Section 6 - Amendment
The Pension Plan 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 or duties and responsibilities as described herein.
Each Committee Member will disclose to the Pension Plan 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 Plan 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 Plan Committee as soon as practicable after the Committee Member discovers the conflict of interest. Disclosure should also be made at the first Pension Plan 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 Plan 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 3.14 shall apply to situations where a Committee Member who fails to comply with the procedures described in this Section.
Dated this 26th day of October 2009
APPENDIX A - MEMBERSHIP IN THE PENSION PLAN COMMITTEE
The President is an ex officio member of the Committee. In addition to the President, the Committee has fifteen other members, as follows:
- three persons appointed by the Board one of whom will serve as Chair of the Committee;
- the Associate Vice-President, Human Resources;
- four members appointed by the Association of Professors of the University of Ottawa;
- one member appointed by the Support Staff Retirees Association;
- three members appointed by the Ontario Secondary School Teachers Federation;
- one member appointed by the Professional Institute of the Public Service of Canada;
- one member appointed by the Association of Professors Retired from the University of Ottawa.
- one member appointed by the International Union of Operating Engineerings.