Meeting Summary

Governance Committee - August 15, 2017

Director Remuneration Policy

The Governance Committee considered a proposed amendment to the Director Remuneration Policy, which would remove a long-standing provision allowing Board members to direct their remuneration to the Sponsor Organization that nominated them.

It was noted that this amendment would require the SC to make a corresponding amendment to its By-Law No. 6; therefore, the revised policy would not take effect until the SC amended By-law No. 6.

The Committee also discussed a request that the SC amend By-Law No. 6 to add the Chair of the Risk Oversight Committee to the list of Committee Chairs who qualify for Committee Chair remuneration.

Following discussion, the Governance Committee approved the revision to the Director Remuneration Policy relating to the assignment of remuneration to a sponsor organization upon approval of an amendment to the OMERS Sponsors Corporation’s By-law No. 6. The Committee also authorized and directed the OAC Board Chair and the Chair of the Governance Committee to communicate the request for changes to SC By-law No. 6 relating to the assignment of remuneration and the remuneration of the Chair of the Risk Oversight Committee to the Co-Chairs of the SC.

At its meeting held on December 13, 2017, the SC approved the above amendments to its By-law No. 6. In accordance with OAC’s practice, the amended Policy will be posted on the OMERS website.