Committee Composition

For 2024, there are three standing committees to assist the SC Board in discharging its responsibilities. Composition of the three standing committees is confirmed annually after considering the best balance of work requirements, business cycles, background, and experience. In addition, the Sponsors Corporation (SC) and Administration Corporation (AC) established a Joint Council to address matters of importance to both Boards in 2009. Meetings will be scheduled on an as needed basis at the call of the Chairs.

Audit & Human Resources Committee

In 2023, the SC Board approved the merger of the Audit Committee and the Human Resources & Compensation Committee into a new Audit & Human Resources Committee, effective January 1, 2024. The Audit & Human Resources Committee assists the SC Board in fulfilling its responsibilities in respect of:

• the quality and integrity of the financial statements of the SC;

• the qualifications, independence and performance of the independent external auditor of the SC;

• compliance by the SC with legal and regulatory requirements generally and, in particular, in respect of financial disclosure and reporting and employment obligations;

• financial oversight (including the SC’s annual operating plan and budget and monitoring thereof);

• the adequacy of the internal accounting controls and procedures of the SC;

• compensation and expense reimbursement principles, frameworks and policies in respect of the SC Board Directors and AC Board Directors;

• terms and conditions of employment, compensation and performance of the Chief Executive Officer of the SC;

• compensation structure and expense reimbursement principles for employees of the SC; and

• succession planning for the CEO and executive leadership.

Chair: Peter Derochie

Members: Garry Cubitt, Deborah Dubenofsky, Domenic Maugeri, Mary McConville, Joe Pennachetti, Chris Varcoe, Giulia Volpe, Barry Brown (ex-officio), Dan Axford (ex-officio)

Corporate Governance Committee

The Corporate Governance Committee assists the Board in discharging its responsibilities relating to the effectiveness of the SC’s governance model including:

• the composition of the OMERS Boards, including term limits and appointment processes;

• the competency framework for the Board;

• by-laws, charters, policies, and other supporting documentation for the bicameral governance model and the governance practices of the SC;

• governance effectiveness, including Board, Committee and individual performance assessment;

• the orientation, education and training for Members of the SC; and

• the risk management framework for the SC.

Chair: Max Cananzi

Members: Pierre Côté, Garry Cubitt, Deborah Dubenofsky, Scott Marks, Joe Pennachetti, Giulia Volpe, John Weatherup, Barry Brown (ex-officio), Dan Axford (ex-officio)

Plan Design Committee

The Plan Design Committee (PDC) assists the Board in discharging its responsibilities relating to the design of the OMERS Pension Plans, being the OMERS Primary Pension Plan, any retirement compensation arrangements that provide benefits for members or former members of the OMERS Primary Pension Plan and such other pension plans as may be established under the Ontario Municipal Employees Retirement System Act, 2006.

In 2015, the PDC was made a "Committee of the Whole" (i.e., the whole membership of the SC Board sit on the PDC as members).

Chair: Scott Marks

Members: Barry Brown, Dan Axford, Max Cananzi, Garry Cubitt, Pierre Côté, Peter Derochie, Deborah Dubenofsky, Domenic Maugeri, Mary McConville, Joe Pennachetti, Chris Varcoe, Giulia Volpe, John Weatherup

Joint Council

This sub-committee was formed in 2009 as a venue in which to address matters of importance to either AC or SC with respect to oversight and governance of the OMERS Pension Plans including the Memorandum of Understanding between AC and SC.

SC Members: Barry Brown (SC Board Chair), Dan Axford (SC Vice-Chair), Max Cananzi (Chair, Corporate Governance Committee)