AC Meeting Summaries

OMERS is active in reporting to plan members and employers on how their contributions are managed and invested. The AC Board holds meetings each year with plan members and maintains frequent contact through meetings with member groups, the annual report, website, regular newsletters, benefit statements, presentations and correspondence.

As part of a commitment to transparency to Plan members, AC’s Communications Policy provides that: “If there are no confidentiality obligations, summaries of Board and Committee decisions are provided on our website.” Please find these records below.

2026 Meeting Summaries

Update on current status of governance matters including meeting held with Sponsors on January 23, 2026

A special meeting of the AC Board was called to discuss governance matters, but no final decisions were made by the Board at the meeting.

Status of 2025 Annual Report, Joint AC/SC Sessions and Sharing of Information with SC

A special meeting of the AC Board was called to discuss the status of the 2025 Annual Report, Joint AC/SC Sessions and sharing of information with SC.

Following discussion, the AC Board approved that i) OMERS Q3 2025 Risk Report and the 2025 Q3 financial information be shared with SC; and ii) subject to approval by the AC Board on February 23, 2026, the 2025 year-end results be released on February 23, 2026 with the release of the 2025 Annual Report to follow on a subsequent date to be determined by the AC Board. The AC Board also approved that the date of the 2026 Annual Meeting be changed to a date after April 15, 2026, to be determined by the AC Board Chair.

The Audit & Risk Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

2025 Meeting Summaries

Administrative Matters: Confirmation of Appointment of Officers and Amendments to AC Board Policies and By-laws No. 1 and 3

To facilitate compliance reporting and certification requirements in other jurisdictions, AC 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 individuals as assistant corporate secretaries.

In addition, amendments to By-laws No. 1 and 3 were submitted to the Board for approval.

Following discussion, the AC Board confirmed the duly appointed officers of OMERS Administration Corporation, effective January 1, 2026. The AC Board also approved the amended and restated By-laws No. 1 and 3.

2026 Consolidated Annual Financial Operating Plan Recommendations

Each year, the AC Board approves the Operating Plan and Benchmarks used by Management to assess financial performance in the year ahead.

Following discussion and, as recommended by the Audit & Actuarial Committee at its meeting held on December 4, 2025 and by the Investment Committee at its meeting held on December 5, 2025, the AC Board approved the AC 2026 Consolidated Operating Plan.

Statement of Investment Authorities

The AC Board has enacted a Statement of Investment Authorities (SIA) that provides a comprehensive delegation of investment decision-making authority from the AC Board to the President and Chief Executive Officer.

Following discussion and, as recommended by the Investment Committee at its meeting held on November 18, 2025, the AC Board approved the SIA, effective January 1, 2026.

Statements of Investment Policies and Procedures

The Pension Benefits Act (Ontario) (the PBA) requires the AC Board to establish a Statement of Investment Policies and Procedures (SIP&P) for each of the Primary Plan and Supplemental Plan. While not required by the PBA, OMERS also maintains a SIP&P for the RCA. The SIP&Ps are reviewed annually and were most recently approved by the AC Board in December 2024. All proposed amendments to the SIP&Ps have been reviewed by relevant stakeholders across OMERS, including the ELT. There were no significant changes to the SIP&Ps.

Following discussion and as recommended by the Investment Committee at its meeting held on November 18, 2025, the AC Board approved the SIP&Ps, all effective January 1, 2026.

Statement of Investment Beliefs

Per the Investment Committee Mandate, the Committee is responsible for recommending the Statement of Investment Beliefs (SIB) to the AC Board. The SIB sets out the principles that guide OMERS investment activity, governance framework and policies, is sponsored by the Chief Investment Officer, and was last updated in 2022.

Following discussion and, as recommended by the Investment Committee at its meeting held on November 18, 2025, the AC Board approved the revised SIB, effective January 1, 2026.

Sustainable Investing Policy

As part of the ongoing maintenance of OMERS policies and guidelines, the Sustainable Investing Policy (SIP) has been reviewed by the Sustainable Investing Committee and the Executive Leadership Team and is being recommended to the AC Board for approval.

Following discussion and, as recommended by the Investment Committee at its meeting held on November 18, 2025, the AC Board approved the revised SIP, effective January 1, 2026.

2025 Actuarial Assumptions and Methods

In accordance with the AAC’s Mandate, the Committee recommends to the Board actuarial assumptions and methods for the actuarial valuations of the OMERS Pension Plans. At its meeting held on November 19, 2025, the AAC reviewed the preliminary recommendations of WTW and Management.

Following discussion and, as recommended by the Audit & Actuarial Committee at its meeting held on November 19, 2025, the AC Board approved that: (a) except for the longevity improvement scale, all methods and assumptions for the 2025 actuarial valuation of the Primary Plan and RCA are to be based on the same methods and assumptions as used for their respective 2024 actuarial valuations; and (b) the 2025 actuarial valuations of the Primary Plan and RCA are to be prepared using a longevity improvement scale with improvement rates from 2026 to 2048 constructed from the MI-2024 scale published by the Canadian Institute of Actuaries, grading to an ultimate rate of 1.1% from 2049 onward.

Shared Risk Indexing – Calculation of Commuted Values

To comply with a Board Resolution dated February 19, 2021, Management has reviewed how non-guaranteed inflation indexing should be factored into actuarially determined Commuted Values (CVs).

Following discussion and, as recommended by the Audit & Actuarial Committee at its meeting held on November 19, 2025, the AC Board approved that: (1) CVs with respect to the portion of pensions which accrue after December 31, 2022 are to be calculated using 100% indexing; and (2) a review of the method to determine the value of indexing to be applied to the portion of pensions accrued after December 31, 2022 that is subject to Shared Risk Indexing, for use in the actuarial calculation of commuted values, is to be completed prior to December 31, 2030, or earlier if AC Management deems that circumstances warrant an earlier review.

Risk Management Mandate

The Risk Management Mandate is due for its regular triennial review.

Following discussion and, as recommended by the Governance & Risk Committee at its meeting held on November 20, 2025, the AC Board approved the updated Risk Management Mandate, effective January 1, 2026.

Amendment to the Audit & Actuarial Committee Mandate for Discontinuance of External Actuary’s Management Letter

The GRC Mandate delegates responsibility to the GRC to review the AC Board and Committee Mandates on a biennial basis to ensure the full scope of Board-level responsibilities are met. While the GRC’s next official AC Board and Committee Mandate Review is to take place in November 2026, the GRC considered an off-cycle amendment to the Audit & Actuarial Committee (AAC) Mandate at its November 20, 2025 meeting and is asking the AC Board to approve an amendment to the AAC Mandate earlier than scheduled.

Following discussion and, as recommended by the GRC at its meeting held on November 20, 2025, the AC Board approved the amended AAC Mandate, effective December 11, 2025.

Updated 2026-2027 Skills Matrix and Gap Analysis, and Letter to SC

The AC Board Skills Matrix and Gap Analysis, last approved by the GRC in December 2024, required updating to reflect several recent and upcoming changes in support of SC’s 2026 nominations process for terms starting April 15, 2027.

Following discussion and as recommended by the GRC at its meeting held on November 20, 2025, the AC Board approved the updated Skills Matrix and Gap Analysis and authorized and directed the AC Board Chair and the Chair of the GRC to deliver the letter to SC at the appropriate time, if necessary, and to otherwise communicate with SC regarding preferred qualifications for the appointments and/or reappointments to be made to the AC Board effective April 15, 2027, as described in the Competency Framework.

Appointment of Standing Committees and Updated Standing Committee Mandates for 2026

In accordance with the Board Chair Role Description contained in the OMERS Governance Manual, a key responsibility of the Board Chair is to develop a recommendation for Board and Committee leadership roles. Similarly, in accordance with the Board and Committee Operations guidelines in the Governance Handbook, the Board Chair proposes Committee membership to the Board annually, typically in December. With the change in start date of Board member terms from January 1 to April 15, effective April 15, 2026, going forward the Board Chair will be proposing Committee membership to the Board annually in February.

However, given the early departure of a Director from the AC Board and the appointment of a new Director effective January 1, 2026 and other considerations, the AC Board Chair consulted with the GRC at its meeting on November 20, 2025, regarding contemplated changes to the AC Board Standing Committee structure. These changes included renaming the Audit & Actuarial Committee as the “Audit & Risk Committee”, the Governance & Risk Committee as the “Governance Committee”, and the Member Services Committee as the “Pensions Committee”.

In order to realign Mandate responsibilities to match the new structure, risk matters were moved to the Audit & Risk Committee; communications and data and technology matters were moved to the Governance Committee; and actuarial matters were moved to the Pensions Committee.

Following discussion, the AC Board approved the recommendations of the AC Board Chair for the appointment of the Chairs and members of the Standing Committees for 2026. Committee composition is posted on the OMERS website. The AC Board also approved the amended Board and Committee Mandates, reflecting the new Committee structure.

2026 CEO Performance Scorecard

The Human Resources Committee (HRC) mandate states that the Committee will review the CEO’s annual goals and objectives and recommend them to the AC Board for approval.

Following discussion and as recommended by the HRC at its meeting held on November 18, 2025, the AC Board approved the 2026 CEO Performance Scorecard.

2026 CEO Role Description

The HRC mandate requires that the Committee review the role description for the CEO and make a recommendation to the AC Board for approval.

Following discussion and as recommended by the HRC at its meeting held on November 18, 2025, the AC Board approved the 2026 CEO Role Description.

2026 CEO Total Compensation Target

The HRC mandate states that the Committee will annually recommend the compensation plan design as well as all awards and payments for the CEO to the AC Board for approval.

At the request of the AC Board Chair and HRC Chair, Hugessen Consulting, the Board’s independent compensation advisor, prepared a report which supported the HRC’s recommendation of the 2026 CEO total compensation target.

Following discussion and as recommended by the HRC at its meeting held on November 18, 2025, the AC Board approved the 2026 CEO total compensation target.

2026 Investment Return Ranges for Compensation Plans

The Investment Committee’s Mandate includes approving the annual investment return range metrics utilized in compensation plan calculations.

Following questions and discussion, the Investment Committee approved the 2025 investment return ranges utilized in compensation plan calculations and the 2025 Performance Share Unit compensation plan hurdles, effective January 1, 2026.

Investment Transaction

The Investment Committee considered an investment transaction. Due to legal and contractual obligations, the IC decision is required to remain confidential.

2026 Internal Audit Plan

The AAC Mandate and Work Plan, and the Internal Audit Mandate, require the review and approval of the annual Internal Audit Plan, including operating plan and resource plan.

Following questions and discussion, the AAC approved the 2026 Internal Audit Plan.

The Member Services Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Charities & Not-for-Profits Policy

The GRC Mandate requires that the Committee review the Charities & Not-for-Profits Policy every three years.

Following questions and discussion, the GRC approved the Charities & Not-for-Profits Policy, effective December 1, 2025.

Director Remuneration Policy

The OMERS Act provides that the remuneration of AC Directors and the reimbursement of expenses are determined by SC. SC has enacted By-law No. 6 to establish the level of remuneration and limits on the reimbursement of expenses. The Director Remuneration Policy (Policy) provides clarification on the interpretation of SC By-Law No. 6 and relates generally to the compensation of AC Directors. It was noted that SC has failed to follow its new Director Compensation Framework, developed by Southlea, its external compensation advisor, and approved by the SC Board on November 16, 2023, as well as the motion passed by the SC Board on February 22, 2024 to undertake a review of director compensation in 2024 with any resulting adjustments to AC and SC Board compensation to be effective January 1, 2025.

The Committee considered proposed changes to the Policy resulting from its regular triennial review. Following questions and discussion, the GRC approved the Director Remuneration Policy, effective January 1, 2026.

Appointment – Global Head of Internal Audit

The AAC approved by electronic vote in October 2025 the appointment of the new Global Head of Internal Audit. At the AAC meeting on November 19, 2025, the Committee ratified and confirmed the appointment of Malissa Petch to the role of Global Head of Internal Audit, effective December 15, 2025.

Anti-Terrorist Financing & Money Laundering Policy

The AAC mandate requires that the Committee reviews and approves the Anti-Terrorist Financing & Money Laundering Policy (ATF/ML Policy) every two years. No material updates were proposed to the Policy at this review cycle.

Following questions and discussion, the AAC approved the ATF/ML Policy, effective January 1, 2026.

Valuation of Investments Policy

OMERS values all investment assets at fair value consistent with International Financial Reporting Standards (IFRS). The Valuation of Investments Policy governs OMERS approach for the estimation of that fair value. The Policy is reviewed and approved every three years.

Following questions and discussion, the AAC approved the Valuation of Investments Policy, effective January 1, 2026.

Q3 2025 Investment Performance Reports to SC

The AC Board provides the SC Board with quarterly reports summarizing the Primary Plan and RCA financial results. The quarterly reports are released to SC once the AAC has met and reviewed the quarterly financial results.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at September 30, 2025. The reports were released to SC after the results were discussed in person with the SC Board.

Investment Risk Policy

The Investment Risk Policy (IRP) supplements the Statements of Investment Policies & Procedures by further defining investment limits and thresholds. It also clarifies roles and responsibilities for administering the Policy and its related reporting. The IRP is reviewed and approved by the Investment Committee annually.

Following questions and discussion, the Investment Committee approved the Investment Risk Policy, effective January 1, 2026.

Due to the confidential and commercially sensitive nature of its contents, the Investment Risk Policy will be kept confidential for internal use only and will not be posted on OMERS external website.

Compensation Framework Review

The HRC mandate requires the Committee to approve the compensation plan design affecting any executive-level employees.

Following questions and discussion, the HRC approved changes to the compensation framework, effective January 1, 2026.

Ventures Compensation Update

The HRC mandate requires the Committee to approve the compensation plan design affecting any executive-level employees.

Following questions and discussion, the HRC approved amendments to the Ventures Long-Term Incentive Plan, effective January 1, 2026.

Letter to Minister – Appointment of OMERS AC Independent Board Chair for Additional 3-Year Term

A special AC Board meeting was called to discuss several governance matters. The Board unanimously approved that a letter be sent to the Minister of Municipal Affairs and Housing requesting that the current independent Board Chair be appointed for an additional three-year term.

A special Governance & Risk Committee meeting was called to review a governance matter; no final decisions were made by the Committee at the meeting.

A special meeting of the Investment Committee was called to consider an investment transaction. Due to legal and contractual obligations, the IC decision is required to remain confidential.

2025 Mid-Year Consolidated Financial Statements and Press Release

Management prepared OMERS Administration Corporation’s unaudited mid-year consolidated financial statements and a press release comprised of introductory quotes from CEO Blake Hutcheson and CFO Jonathan Simmons, key financial metrics and explanatory commentary, as well as select portfolio activities.

Following discussion and as recommended by the AAC at its meeting held on August 19, 2025, the AC Board approved OMERS Administration Corporation’s 2025 mid-year consolidated financial statements and press release.

RCA Asset Mix

The Income Tax Act rules limit the amount of pension that can be paid to high earners from registered pension plans. OMERS RCA, a separate non-registered trust, pays the portion of the OMERS pension that exceeds the income tax limits. Due to tax rules, a portion of the RCA Fund is held by the Government of Canada in a Refundable Tax Account that earns no returns. The remaining portion is invested in the OMERS Investment Fund.

The RCA Investment Fund’s asset mix is an important component of managing the long-term financial health of the RCA. The mix was last approved by the Board following an Asset-Liability Study in August 2017. Tax considerations generally favour a stable asset mix for the RCA; however, good governance requires periodic reviews and confirmation of the mix by the AC Board. As such, Management conducted an RCA Asset-Liability Study (the Study). The purpose of the Study was to ensure the appropriate allocation target and range for the RCA Investment Fund, with the objective to optimize return, risk, liquidity and contributions.

The Study drew on the expertise of a working team from across the OMERS Administration Corporation. Management considered the unique characteristics of the RCA, including its taxable status and partial funding, and assessed multiple asset mixes and potential operational improvements. The Study’s key conclusion was reviewed by the Investment Committee.

Following discussion and as recommended by the Investment Committee at its meeting held on August 18, 2025, the AC Board approved the revised RCA Investment Fund’s asset allocation target and ranges effective January 1, 2026.

Statement of Investment Authorities Amendment – Cross-Collateralized Debt Discussion

The AC Board has enacted a Statement of Investment Authorities (SIA) that provides a comprehensive delegation of investment decision-making authority from the AC Board to the Chief Executive Officer. The SIA was last amended by the AC Board in May 2025. An amendment was proposed relating to cross-collateralized debt.

Following discussion and as recommended by the Investment Committee at its meeting held on August 18, 2025, the AC Board approved the revised SIA effective August 22, 2025.

2028 AC Board and Committee Meeting Schedule

The Governance & Risk Committee (GRC) is responsible for reviewing and recommending the annual schedule of meetings for the AC Board and its Committees.

Following discussion and as recommended by the GRC at its meeting held on August 20, 2025, the AC Board approved the draft 2028 meeting schedule for the AC Board and Standing Committees.

The Member Services Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Governance & Risk Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Q2 2025 Investment Performance Reports to SC

In accordance with AAC’s Work Plan, the quarterly reports are provided to SC once the AAC has met and reviewed the quarterly financial results.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at June 30, 2025, with both to be provided to SC.

Workplace Investigations Policy

The Workplace Investigations Policy provides information about the role of the Oversight Committee (OC) and establishes standards for investigating and responding to reports of serious matters (as defined in the Policy) made against OMERS and its people. The OC is responsible for ensuring that serious matters are investigated appropriately, and a fair decision is reached including determination of any disciplinary action and corrective measures.

The Policy also outlines established procedures for investigating and responding to reports that do not meet the definition of a serious matter, which are overseen by Human Resources or Compliance & Ethics, as appropriate.

Following questions and discussion, the AAC approved the updated Workplace Investigations Policy effective September 1, 2025.

A special meeting of the Investment Committee was called to consider an investment transaction. Due to legal and contractual obligations, the IC decision is required to remain confidential.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the Investment Committee was called to receive an update on an infrastructure investment. No decision was made at the meeting.

Statement of Investment Authorities – Oxford Specific Authorities

The AC Board has enacted a Statement of Investment Authorities that provides a comprehensive delegation of investment decision-making authority from the AC Board to the Chief Executive Officer.

Following discussion and as recommended by the Investment Committee at its meeting held on May 23, 2025, the AC Board approved a revised Statement of Investment Authorities effective May 23, 2025.

Governance Principles

In 2013, in response to the 2012 Review of the OMERS Act conducted by Tony Dean, the AC Board adopted a set of Governance Principles that provided a public demonstration of its commitment to governance excellence in meeting its obligations to plan members, employers and other stakeholders.

Each year, the Governance & Risk Committee (GRC) considers a report on how AC is managing against its Governance Principles.

Following discussion and as recommended by the GRC at its meeting held on May 22, 2025, the AC Board approved the amended Governance Principles effective May 23, 2025.

Board Mandate Update

The AC Board currently approves AC Board and Committee mandates annually, per the AC Board Mandate. With the continued ability of the AC Board to make off-cycle amendments to the AC Board and Committee mandates as required, it was proposed that the AC Board and Committee mandate review cycle be changed to a biennial cycle by amending section 13 of the AC Board mandate.

Following discussion and as recommended by the GRC at its meeting held on May 22, 2025, the AC Board approved the amendments to the AC Board Mandate, and that all AC Board and Committee Work Plans be amended to reflect the amendment.

Review of Appeals Rules, Appeals Manual and By-Law

No

. 4

The Appeals Committee Work Plan directs the Appeals Committee to review and confirm or recommend amendments to the Rules Respecting Practice and Procedure for Appeals (the Appeals Rules), the Appeals Manual and AC By-Law No. 4 in May 2025.

Following discussion and as recommended by the Appeals Committee at its meeting held on May 20, 2025, the AC Board confirmed the Appeals Rules, Appeals Manual and AC By-Law
No. 4 without amendment.

Fighting Against Forced Labour and Child Labour in Supply Chains Act

(the Act)

Report

The Act which came into force on January 1, 2024 requires OMERS to file an annual report with the Minister of Public Safety and Emergency Preparedness detailing the steps taken to prevent and reduce the risk that forced or child labour is used by the entity or in its supply chains.

This was the second year that AC submitted the Report; this year’s Report confirmed that there had been no violations during 2024 for OMERS, Oxford, portfolio companies and OMERS holding structure entities.

Following discussion and as recommended by the Audit & Actuarial Committee (AAC) at its meeting held on May 21, 2025, the AC Board approved the Report and the Questionnaire, and authorized the AC Board Chair to execute the attestation included in the Report.

Appointment of the External Auditor

The AAC Mandate outlines the Committee’s responsibility to recommend the appointment of the External Auditor at least once every five years. The AC Board last appointed PwC in May 2020 for a five-year term commencing January 1, 2021 to March 31, 2026.

Following discussion and as recommended by the AAC at its meeting held on May 21, 2025, the AC Board approved the appointment of PricewaterhouseCoopers LLP as the external auditor for OMERS Administration Corporation for the five-year period commencing January 1, 2026 to March 31, 2031, subject to the annual confirmation of the AAC through the approval of an annual engagement letter setting out the fees and audit plan for the upcoming fiscal year.

Posting of Trusted Artificial Intelligence (AI)

Policy

The OMERS AI Policy was published in Q4 2024 and was revised and approved by the Board in February 2025. Based on feedback from Business Units, a minor change was made to provide guidance on downloading publicly available AI models, and the Policy now specifies what constitutes Custom AI and Public AI and the different obligations for using each.

Following discussion and as recommended by the Member Services Committee at its meeting held on May 22, 2025, the AC Board approved the updated Trusted AI Policy effective May 23, 2025.

A special Investment Committee meeting was called to clarify issues raised at the May 20 Investment Committee meeting. No decision was made at the meeting.

The Member Services Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Governance & Risk Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Q1 2025 Investment Performance Reports to SC

In accordance with AAC’s Work Plan, the quarterly reports are released to SC once the AAC has met and reviewed the quarterly financial results.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at March 31, 2025, with both to be provided to SC.

External Auditor Audit Plan, Engagement Letter and Fees for 2025

The AAC Mandate requires the Committee to approve the fee and engagement letter for the External Auditor for the upcoming audit year, and the annual audit plan of the External Auditor.

Following questions and discussion, the AAC approved the external auditor engagement letter and estimated fees for the 2025 year-end audit, as well as the external audit plan for the 2025 fiscal year audit.

Investment Risk Policy – Currency Exposure

The Investment Risk Policy supplements the Statements of Investment Policies & Procedures by further defining investment limits and thresholds. It is reviewed and approved by the Investment Committee annually.

Following questions and discussion, the Investment Committee approved the amendments to the Investment Risk Policy effective May 21, 2025.

AC Director Appointment Process

The Governance & Risk Committee (GRC) reviewed and approved the AC Director reappointment process.

AC Director Reappointment Recommendations to SC

Five AC Directors are eligible for reappointment effective April 15, 2026. The GRC reviewed the performance of these Directors against four criteria – strategic contribution, independent thinking, results and performance focus, and collaboration. The Committee also reviewed the respective competencies, attendance records at AC Board and Committee meetings, and educational program attendance of the five Directors.

Following discussion, the GRC delegated the Board Chair to recommend to SC, in writing, the reappointment of the five Directors for an additional three-year term effective April 15, 2016.

A special meeting of the Audit & Actuarial Committee (AAC) was called to consider a confidential matter. Due to legal and contractual obligations, the AAC decision is required to remain confidential.

A special GRC meeting was called, but no decision was made by the Committee at the meeting.

2024 Annual Reporting Materials

Section 21 of the OMERS Act, 2006 requires that OMERS Administration Corporation (AC) prepare a report on the affairs of the OMERS Pension Plans during the preceding year, which report shall also contain a copy of the audited financial statements (Annual Report). It further requires that AC shall give a copy of the Annual Report to every employer participating in the Pension Plans and to any member, former member or retired member of the Plans who requests it.

The AAC Mandate outlines its responsibilities with respect to OMERS Annual Report:

recommending to the AC Board the AC annual audited financial statements and the annual audited financial statements of the Administered Funds; and
recommending to the AC Board the Management’s Discussion & Analysis and related content to be included in OMERS Annual Report and other material public announcements regarding financial matters.

Following discussion and as recommended by the AAC at its meeting held on February 14, 2025, the AC Board approved the following:

the Front Section and the Management’s Discussion and Analysis included in the Annual Report;
the Audited Consolidated Financial Statements for AC and the Toronto Metropolitan University Pension Plan Trust Fund; and
the press release with respect to the 2024 financial results.

2025 AC Board Work Plan

The mandate of the AC Board requires it to establish its work plan annually. The work plan describes how the AC Board will meet its mandate obligations.

The AC Board approved its 2025 Work Plan, which was prepared to comply with the AC Board Mandate, as approved by the AC Board at its meeting held on December 12, 2024.

Related Party Transactions Review Policy

The Related Party Transactions Review Policy applies to a subset of related party transactions that are considered to be of higher risk. The Policy was reviewed and no substantive changes were proposed.

Following discussion and as recommended by the Investment Committee at its meeting held on February 19, 2025, the AC Board approved the Related Party Transactions Review Policy effective March 1, 2025.

Trusted Artificial Intelligence (AI) Policy

The OMERS Trusted Artificial Intelligence (AI) Policy was approved in Q4 2024, establishing the foundations of the AI Governance Program (the Program) at OMERS, with the intent that Data and Technology would continue to seek opportunities to mature the Policy and the Program in 2025 and beyond.

Further enhancing a newly established Trusted AI Policy is crucial to ensure it remains robust, adaptable to emerging challenges, and continues to build stakeholder confidence in OMERS commitment to ethical AI practices.

Following discussion and as recommended by the Member Services Committee at its meeting held on February 20, 2025, the AC Board approved the Trusted AI Policy effective March 1, 2025.

2024 Actuarial Valuation

With effect as of January 15, 2025, the AC Board approved the actuarial assumptions and methods for use in the December 31, 2024 actuarial valuations of the Primary Plan and RCA (2024 valuations). Based on these actuarial assumptions, WTW, the actuary appointed by the AC Board, has prepared the actuarial valuation reports.

In accordance with Touchpoint 3 of the Memorandum of Understanding between AC and SC, Management and WTW presented the results of the 2024 valuations to the AC and SC Boards in the afternoon of February 14, 2025 at the Joint AC/SC Session (the same day as the AAC meeting).

Following discussion and as recommended by the AAC at its meeting held on February 14, 2025, the AC Board approved the December 31, 2024 actuarial valuations of the Primary Plan and the RCA; and Management was authorized to provide the valuation reports to SC.

Risk Framework

The AC Risk Framework (the Framework) was last approved in 2022 and was scheduled for its triennial approval in February 2025. Key changes to the Framework reflect the amended Plan Risk Appetite Statement and Enterprise Risk Appetite Statements as approved by the AC Board in December 2024, the updated Risk Categories, and the adjusted Risk Reports.

The revised AC Risk Framework was socialized with the relevant Business Units and Executive Leadership Team prior to its submission to the Governance & Risk Committee (GRC). It articulates the various activities that support the operationalization of the Risk Appetite Statements and describes the work undertaken by the AC Board, AC Board Committees, their interaction with AC Management and processes together with the Risk Management Group.

SC maintains a separate Risk Framework that is developed by SC and supported by the AC’s Risk Management Group. Oxford also maintains a separate Risk Framework that is aligned with Oxford’s business and managed by the Oxford Risk Team. The three Frameworks are aligned and applied consistently.

Following discussion and as recommended by the GRC at its meeting held on February 20, 2025, the AC Board approved the Risk Framework effective March 1, 2025.

2024 AC Board Remuneration and Attendance Report (Annual Report)

For the past several years, the GRC has reviewed and recommended to the AC Board the governance portions of the Annual Report, in a similar manner to how the AAC reviews the financial statements and MD&A, and the Human Resources Committee reviews the Compensation Discussion & Analysis.

Following discussion and as recommended by the GRC at its meeting held on February 20, 2025, the AC Board approved the 2024 OMERS Administration Corporation Board Remuneration and Expenses and Attendance Report for inclusion in the Annual Report.

Governance & Risk Committee Mandate Update

The mandate of the GRC is reviewed annually in August. Pursuant to section 3.3.(a) of the updated SC By-Law No. 4, a revision was proposed to the GRC mandate to reflect the authority given to the GRC to approve the recommendation of, including supporting reasons for, the reappointment of incumbent AC Directors.

Following discussion and as recommended by the GRC at its meeting held on February 20, 2025, the AC Board approved proposed changes to the GRC mandate.

Compensation Discussion and Analysis (Annual Report)

The Human Resources Committee (HRC) Mandate requires the Committee to recommend to the AC Board compensation-related disclosure in public documents such as the OMERS Annual Report.

The OMERS executive compensation information is included in its own section of the Annual Report titled “Compensation Discussion and Analysis” (CD&A). The CD&A includes a summary of OMERS compensation strategy, compensation programs and processes, an overview of the HRC Mandate and the compensation earned for the Top 5 compensated Named Executive Officers.

Following discussion and as recommended by the HRC at its meeting held on February 19, 2025, the AC Board approved the 2024 CD&A and the 2024 Key Management Personnel Compensation (Note 13) for inclusion in the Annual Report.

2024 CEO Scorecard Assessment

The HRC Mandate states that the Committee will “recommend to the AC Board, with the assistance of an independent advisor, all annual awards and payments for the CEO based on the role description and achievement of annual goals and objectives, and any changes to the compensation plan design for the CEO, as required”.

The AC Board, on the recommendation of the HRC and advice of an independent compensation advisor, approved the CEO’s annual performance goals and objectives at its December 7, 2023 meeting. The CEO’s performance results against the pre-determined objectives were reflected in the materials provided to the Board.

The CEO’s self-assessment was reviewed by the AC Board Chair and the HRC Chair on February 7, 2025 and their feedback was reflected in the submission to the Board.

Following discussion and as recommended by the HRC at its meeting held on February 19, 2025, the AC Board approved the 2024 CEO Scorecard Assessment.

2024 CEO Compensation

The HRC mandate requires that the Committee annually recommend to the AC Board all annual awards and payments for the CEO based on the role description and achievement of goals and objectives.

Following discussion and as recommended by the HRC at its meeting held on February 19, 2025, the AC Board approved the 2024 CEO compensation awards and payments.

2025 Member Services Committee Work Plan

The Member Services Committee (MSC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2025 Work Plan, which was prepared to comply with the MSC Mandate, as approved by the AC Board at its meeting held on December 12, 2024.

2025 Governance & Risk Committee Work Plan

The Governance & Risk Committee (GRC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2025 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 12, 2024.

2024 Enterprise Political Donations & 2025 Proposed Enterprise Political Donations Plan

In keeping with OMERS Political Donations Policy, Management prepares an annual plan and reporting to the GRC on any political donations in the previous year. Management advised the Committee that no political donations were made in 2024 and that no changes were proposed to the 2025 budgets.

Following questions and discussion, the Committee approved the 2025 Enterprise Political Donations Plan.

2025 Investment Committee Work Plan

The Investment Committee Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2025 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 12, 2024.

Long-Term FX Approach Update and IRP Currency Hedging Exception Extension

The Investment Committee considered a currency hedging exception extension. Due to legal and contractual obligations, the IC decision is required to remain confidential.

2025 Work Plan – Human Resources Committee

The Human Resources Committee (HRC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2025 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 12, 2024.

2025 Audit & Actuarial Committee Work Plan

The Audit & Actuarial Committee (AAC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2025 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 12, 2024.

Q4 2024 Investment Performance Reports to SC

For many years, the AC Board has provided the SC Board with quarterly reports summarizing the financial results of the Primary Plan and RCA. In accordance with AAC’s Work Plan, the quarterly reports are released to SC once the AAC has met and reviewed the quarterly financial results.

The AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at December 31, 2024, with both to be provided to SC.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Governance & Risk Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the Board was called to consider governance matters at OMERS. Due to legal and process considerations, the Board decision is required to remain confidential.

The Governance & Risk Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Audit & Actuarial Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

2024 Meeting Summaries

A special meeting of the Investment Committee was called to consider an investment transaction. Due to legal and contractual obligations, the IC decision is required to remain confidential.

Administrative Matters: Confirmation of Appointment of Officers and Amendments to Committee By-law No. 3

The amendments to Committee By-law No. 3 were submitted to the Board for approval:

Following discussion, the AC Board confirmed the duly appointed officers of OMERS Administration Corporation, effective January 1, 2025. The AC Board also approved the amended and restated By-law No. 3.

2025 Consolidated Annual Financial Operating Plan Recommendations

Each year, the AC Board approves the Operating Plan and Benchmarks used by Management to assess financial performance in the year ahead.

Following discussion and, as recommended by the Audit & Actuarial Committee at its meeting held on December 5, 2024, and by the Investment Committee at its meeting held on December 6, 2024, the AC Board approved the AC 2025 Consolidated Operating Plan.

Statement of Investment Authorities

The AC Board has enacted a Statement of Investment Authorities (SIA) that provides a comprehensive delegation of investment decision-making authority from the AC Board to the Chief Executive Officer.

Following discussion and, as recommended by the Investment Committee at its meeting held on November 12, 2024, the AC Board approved the SIA, effective January 1, 2025.

Statements of Investment Policies and Procedures

The Pension Benefits Act (Ontario) (the PBA) requires the AC Board to establish a Statement of Investment Policies and Procedures (SIP&P) for each of the Primary Plan and Supplemental Plan. While not required by the PBA, OMERS also maintains a SIP&P for the RCA. The SIP&Ps are reviewed annually and were most recently approved by the AC Board in December 2023. All proposed amendments to the SIP&Ps have been reviewed by relevant stakeholders across OMERS, including the Executive Leadership Team (ELT). There are no significant changes to the Primary Plan and Supplemental Plan SIP&Ps.

Following discussion and as recommended by the Investment Committee at its meeting held on November 12, 2024, the AC Board approved the SIP&Ps, all effective January 1, 2025.

Sustainable Investing Policy

As part of the ongoing maintenance of OMERS policies and guidelines, the Sustainable Investing (SI) Policy had been reviewed by the Sustainable Investing Committee and the ELT and was recommended to the AC Board for approval.

Following discussion and, as recommended by the Investment Committee at its meeting held on November 12, 2024, the AC Board approved the revised SI Policy, effective January 1, 2025.

Funding Policy – Primary Plan

The OMERS Act specifies that AC sets the Funding Policy for the OMERS pension plans.

Following discussion and, as recommended by the Audit & Actuarial Committee at its meeting held on November 13, 2024, the AC Board approved the Primary Plan Funding Policy, effective January 1, 2025.

Update to Enterprise Risk Appetite Statements

The Enterprise Risk Appetite Statements were presented to the Governance & Risk Committee (GRC) at its meeting held on November 14, 2024; and as recommended by the GRC, the AC Board approved the Enterprise Risk Appetite Statements, effective January 1, 2025.

Plan Risk Appetite Statement (including RCA Risk Appetite Statement)

Following the SC Board’s approval of a new RCA Funding Mechanism Policy in June 2024, a working group with representation from Risk, Strategy & Actuarial and SC Management reviewed the RCA Risk Appetite Statement. The proposed changes to amalgamate the Primary Plan Risk Appetite Statement and the RCA Risk Appetite Statement into a single document entitled the Plan Risk Appetite Statement were reviewed and endorsed by the AC ELT and SC CEO. The changes were also presented for feedback at the Joint Council on October 30, 2024.

At its meeting on November 14, 2024, the GRC recommended the Plan Risk Appetite Statement to the AC Board for approval.

The Plan Risk Appetite Statement was further reviewed by the SC Corporate Governance Committee and approved by the SC Board on December 11, 2024.

Following discussion and, as recommended by the GRC at its meeting held on November 14, 2024, the AC Board approved the Plan Risk Appetite Statement, effective January 1, 2025.

2024 Board, Committee & Individual Director Effectiveness Review

On May 15, 2024, Egon Zehnder (EZ) presented a report to the GRC which sets out the results of their independent assessment of Board, Committee and Individual Director effectiveness.

Following discussion and as recommended by the GRC at its meeting held on November 14, 2024, the AC Board approved the action plan proposed by EZ.

New Director Self-Assessment, Updated 2025-2026 Skills Matrix and Gap Analysis, and Letter to SC

The GRC has the delegated responsibility to review and confirm Director self-assessments and make a final determination on the Skills Matrix, which maps the competencies to specific Directors.

On November 14, 2024, the GRC reviewed and confirmed the self-assessment of a new Director. Corresponding revisions were made to the 2025-2026 Skills Matrix.

The Committee requested that the Gap Analysis, which was last communicated to SC via a letter dated August 15, 2024, be updated to reflect the potential gaps on the AC Board in 2026 and be sent to SC.

Following discussion and as recommended by the GRC at its meeting held on November 14, 2024, the AC Board authorized and directed the AC Board Chair and the Chair of the GRC to deliver the letter to SC and to otherwise communicate with SC regarding preferred qualifications for the appointments and/or reappointments to be made to the AC Board effective April 15, 2026, as described in the Competency Framework.

Board and Committee Mandate Review

The GRC mandate delegates responsibility to the Committee to annually review the AC Board and Committee mandates to ensure the full scope of Board-level responsibilities is met.

The Board and Committees reviewed their respective 2025 mandates at their August meetings. Proposed changes to Board and Committee mandates were forwarded to the GRC for review, with the objective that the GRC would make a comprehensive recommendation to the AC Board regarding all mandates.

Following discussion and as recommended by the GRC at its meeting held on November 14, 2024, the AC Board approved the mandates of the AC Board, the Audit & Actuarial Committee, the Governance & Risk Committee, the Human Resources Committee, the Investment Committee, and the Member Services Committee, as amended, with all mandates to be effective on January 1, 2025. The Board also confirmed the Appeals Committee Mandate and the Management Mandate without amendment.

Appointment of Standing Committees for 2025

The AC Board Chair consulted with the GRC at its meeting on November 14, 2024 prior to recommending the 2025 Board leadership positions and Committee membership to the AC Board for approval, taking into consideration the appointment of one new Director to the AC Board effective January 1, 2025.

In setting the composition of the Audit & Actuarial Committee (AAC) for 2025, the Board Chair confirmed that a majority of the AAC members meet the standards of financial literacy and that the Committee also possesses relevant actuarial or pension experience.

Following discussion, the AC Board approved the recommendations of the AC Board Chair for the appointment of the Chairs and members of the Standing Committees for 2025. Committee composition is posted on the OMERS website.

Update on SC By-law No. 4

The Board reviewed two documents received from SC entitled “2024 Review of By-Law No. 4 – Outcomes of Joint Discussion Group” and “AC Independent Board Chair (IBC) Search”.

Following discussion and as recommended by the GRC at its meeting held on November 14, 2024, the AC Board authorized and directed the Chair of the GRC to deliver a letter to SC confirming support for AC’s position on the remaining outstanding matters from the Joint Discussion Group’s deliberations on SC By-law No. 4.

OMERS 2030 Strategy

Every five years, OMERS refreshes its long-term strategic plan to set the future direction of the organization. This plan is critically important for our success given OMERS size and complexity. It provides clarity on the role that every employee plays in fulfilling our purpose.

Beginning in 2023, AC and SC Management undertook an extensive year-long process to develop the 2030 Strategy. The process involved comprehensive research, analysis, and discussion across the organization and with the AC and SC Boards. Discussions focused on defining OMERS priorities, strategic options, and path forward given the organization’s context and key trends in the environment.

Following discussion, the AC Board approved the OMERS 2030 Strategy.

2025 CEO Performance Scorecard

The Human Resources Committee (HRC) mandate states that the Committee will review the CEO’s annual goals and objectives and recommend them to the AC Board for approval.

Following discussion and as recommended by the HRC at its meeting held on November 12, 2024, the AC Board approved the 2025 CEO Performance Scorecard.

2025 CEO Role Description

The HRC mandate requires that the Committee review the role description for the CEO and make a recommendation to the AC Board for approval.

Following discussion and as recommended by the HRC at its meeting held on November 12, 2024, the AC Board confirmed the 2025 CEO Role Description, without amendment.

2025 CEO Total Compensation Target

The HRC mandate states that the Committee will annually recommend the compensation plan design as well as all awards and payments for the CEO to the AC Board for approval.

Following discussion and as recommended by the HRC at its meeting held on November 12, 2024, the AC Board approved the 2025 CEO total compensation target.

The Governance & Risk Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

2025 Investment Return Ranges for Compensation Plans

The Investment Committee’s Mandate includes approving the annual investment return range metrics utilized in compensation plan calculations.

2025 Internal Audit Plan

The Mandate and Work Plan of the AAC, and the Internal Audit Mandate, require the review and approval of the annual Internal Audit Plan, including operating plan and resource plan.

Following questions and discussion, the AAC approved the 2025 Internal Audit Plan.

Job Description – Global Head of Internal Audit

As specified by the AAC Mandate, the Committee approved the Job Description of the Global Head of Internal Audit.

Anti-Fraud Framework

The AAC Mandate requires the Committee to monitor the Fraud Risk Program, approve the Anti-Fraud Framework, and review fraud risk annually in advance of year-end as OMERS prepares for annual financial reporting.

Following questions and discussion, the AAC approved the Anti-Fraud Framework, effective January 1, 2025.

A special meeting of the Investment Committee was called to consider an investment transaction. Due to legal and contractual obligations, the IC decision is required to remain confidential.

Board Education & Expense Policy and Education Guideline

The GRC Mandate requires that the Committee biennially review the Board Education & Expense Policy (the Policy) and the Board Education Guideline (the Guideline). The Board Expense Guideline, which is reviewed in collaboration with SC as the Guideline applies to both AC and SC Board Directors, is reviewed every five years and is scheduled for its next review in November 2027.

Following questions and discussion, the GRC approved the Board Education & Expense Policy and Board Education Guideline, effective January 1, 2025.

Director Self-Assessment, Updated 2025-2026 Skills Matrix and Gap Analysis, and Letter to SC

The GRC has the delegated responsibility to review and confirm Director self-assessments and make a final determination on the Skills Matrix, which maps the competencies to specific Directors.

The Committee at its meeting on November 14, 2024, reviewed and confirmed the self-assessment submitted by a new Director appointed to the AC Board effective January 1, 2025.

The Committee approved the revised 2025-2026 Skills Matrix and Gap Analysis and proposed that the Gap Analysis be included in a letter to SC regarding preferred qualifications for the appointments and/or reappointments to be made to the AC Board effective April 15, 2026.

Trusted Artificial Intelligence (AI) Policy

As a result of the evolving regulatory landscape, the OMERS Trusted AI Policy (the Policy) was developed to establish guidelines for the responsible development and use of AI. This Board-approved Policy will replace the Management-approved Guideline with added features, including required technology governance. The Policy was developed in consultation with TrustArc and took a principles-based approach leveraging existing internal processes and industry standards.

Following questions and discussion, the Member Services Committee approved the Trusted AI Policy, effective December 1, 2024.

Financial Disclosure Policy

The AAC Mandate requires the Committee to approve the Financial Disclosure Policy every three years.

Following questions and discussion, the AAC approved the Financial Disclosure Policy, effective December 1, 2024.

Q3 2024 Investment Performance Reports to SC

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at September 30, 2024, with both to be provided to SC.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Investment Risk Policy

Following questions and discussion, the Investment Committee approved the Investment Risk Policy, effective January 1, 2025.

A special meeting of the Investment Committee was called to consider a currency hedging exception. Due to legal and contractual obligations, the IC decision is required to remain confidential.

2024 Mid-Year Consolidated Financial Statements and Press Release

OMERS began publishing its mid-year financial statements and a related investment update in 2021. The primary rationale for adopting this practice was to increase transparency and trust with stakeholders.

Following discussion and as recommended by the AAC at its meeting held on August 13, 2024, the AC Board approved OMERS Administration Corporation’s 2024 mid-year consolidated financial statements and press release.

Code of Conduct and Ethics

The Code of Conduct and Ethics (the Code) is a foundational policy which underpins our OMERS values and expectations for high standards of integrity and professional conduct for the organization and our people. Management has completed its normal course review and the proposed revisions are the result of a collaborative review by a cross-functional working team.

Following discussion and as recommended by the Audit & Actuarial Committee at its meeting held on August 13, 2024, the AC Board approved the Code, effective September 1, 2024.

2027 AC Board and Committee Meeting Schedule

The GRC is responsible for reviewing and recommending the annual schedule of meetings for the AC Board and its Committees.

Following discussion and as recommended by the GRC at its meeting held on August 14, 2024, the AC Board approved the draft 2027 meeting schedule for the AC Board and Standing Committees.

AC Board Competency Framework & Updated 2024-2025 Skills Matrix and Gap Analysis

The GRC Mandate states that the Committee is responsible for “assessing and recommending the competency requirements of the AC Board as outlined in the Competency Framework every three years”.

On May 16, 2024, a revised AC Board Competency Framework was approved by the AC Board, subject to any feedback received from the SC Board. On May 31, 2024, the SC Board confirmed in a letter to AC that they had no feedback.

On August 14, 2024, the GRC approved the revised Skills Matrix and the Gap Analysis which was provided to the SC Board.

Following discussion and as recommended by the GRC at its meeting held on August 14, 2024, the AC Board unconditionally approved the AC Board Competency Framework, effective August 15, 2024. The AC Board authorized and directed the AC Board Chair and the Chair of the GRC to deliver a letter to SC and to otherwise communicate with SC regarding preferred qualifications for the appointments to be made to the AC Board effective January 1, 2025, as described in the Competency Framework.

Primary Plan Risk Appetite Statement

During 2023, the AC GRC and SC Corporate Governance Committee (CGC) requested a simplification and review of the Risk Appetite Statements and reporting. In response, Risk, following a phased approach, collaborated with stakeholders from across OMERS and conducted a comprehensive review of the OMERS Risk Appetite Statements and Risk Framework. This review process included multiple engagements with both Boards and their respective Committees.

The proposed structure articulates the risk to OMERS objectives through two components – Plan Design & Funding Risks and Enterprise Risks. The OMERS Risk Framework articulates the various activities that support the operationalization of the Primary Plan and the Enterprise Risk Appetite Statements.

Following discussion and as recommended by the GRC at its meeting held on August 14, 2024, the AC Board approved the Primary Plan Risk Appetite Statement, effective September 1, 2024. The Primary Plan Risk Appetite Statement was also presented to the SC CGC on August 21, 2024 for consideration and recommendation to the SC Board for approval on August 22, 2024.

Enterprise Risk Appetite Statements

During 2023, the AC GRC and SC CGC requested a simplification and review of the Risk Appetite and reporting. In response, Risk, following a phased approach, collaborated with stakeholders from across OMERS and conducted a comprehensive review of the OMERS Risk Appetite Statements and Risk Framework. This review process included multiple engagements with both Boards and their respective Committees.

Following discussion and as recommended by the GRC at its meeting held on August 14, 2024, the AC Board approved the Enterprise Risk Appetite Statements, effective September 1, 2024.

The Member Services Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

AC Board Competency Framework & Updated 2024-2025 Skills Matrix and Gap Analysis

The Governance & Risk Committee (GRC) Mandate states that the Committee is responsible for “assessing and recommending the competency requirements of the AC Board as outlined in the Competency Framework every three years”.

Following questions and discussion, the Committee approved the revised Skills Matrix and the Gap Analysis which will be provided to the SC Board.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Q2 2024 Investment Performance Reports to SC

The AC Board provides the SC Board with quarterly reports summarizing the quarterly financial results for the Primary Plan and the RCA. The quarterly reports are released to SC once the Audit & Actuarial Committee (AAC) has met and reviewed the quarterly financial results.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at June 30, 2024, with both provided to SC.

Workplace Investigations Policy

The AAC Mandate requires the Committee to approve the Workplace Investigations Policy.

Following questions and discussion, the AAC approved the amended Workplace Investigations Policy, effective August 13, 2024.

Transition to the 2024 Global Internal Audit Standards

The Internal Audit Charter (including the Internal Audit Mandate) was updated to align with the Global Internal Audit Standards launched by the Institute of Internal Auditors in January 2024.

Following questions and discussion, the AAC approved the revised Internal Audit Charter (including the Internal Audit Mandate), effective August 13, 2024.

The Investment Committee considered a concentration limit exception for a specific investment.  Due to legal and contractual obligations, the IC decision is required to remain confidential.

A special GRC meeting was held on June 20, 2024, but no final decisions were made by the Committee at the meeting.

Update on the Fighting against Forced Labour and Child Labour in Supply Chains Act

The Fighting against Forced Labour and Child Labour in Supply Chains Act (the Act) came into force on January 1, 2024. The Act requires that on or before May 31 of each year, a covered business entity must file a report with the Minister of Public Safety and Emergency Preparedness detailing the steps taken during the previous financial year to prevent and reduce the risk that forced or child labour is used by the entity or in its supply chains. In addition to a report, covered business entities must respond to a questionnaire.

OMERS Administration Corporation has an annual reporting obligation under the Act due to its control of entities which meet the criteria of a reporting entity under the Act.

Following discussion and as recommended by the Audit & Actuarial Committee at its meeting held on May 14, 2024, the AC Board approved the report and the questionnaire, both of which were submitted accordingly.

Objectives of SC Review of By-law No. 4

OMERS Sponsors Corporation (SC) has initiated a review of its By-Law No. 4 which relates to the composition of the AC Board, with the intent to approve any amendments thereto in Q3 2024. As part of this process, SC has been liaising with AC through the Joint Council. At a Joint Council meeting on February 14, 2024, SC produced a list of questions and objectives for discussion with, and input from, AC.

At the GRC meeting on February 22, 2024, the Committee emphasized the importance of setting aside time to deliberate with both GRC and Board Members in order to provide a meaningful response to the questions and objectives put forward by SC. The GRC met in a special meeting on April 29, 2024 to discuss proposed responses by AC to the questions and objectives put forward by SC It was proposed that the GRC recommend to the AC Board the authorization of the AC Joint Council representatives to convey and discuss the concepts and responses reflected in the form of talking points, which reflect the input of the GRC, to SC through Joint Council and to report the results of such discussions back to the AC Board.

Following discussion and as recommended by the GRC at its meeting held on May 15, 2024, the AC Board authorized the AC Joint Council Representatives to convey and discuss the concepts and responses to SC through Joint Council and to report the results of such discussion back to the AC Board.

Proposed Changes to AC Board Competency Framework

The GRC Mandate states that the Committee is responsible for “assessing and recommending the competency requirements of the AC Board as outlined in the Competency Framework every three years”. The Competency Framework was last approved in August 2023 and was not due for its triennial substantive review; however, changes were proposed to the Senior Leadership competency.

Following discussion and as recommended by the GRC at its meeting held on May 15, 2024, the AC Board approved the amended AC Board Competency Framework, pending consideration of any feedback received from SC.

AC Board Chair Role Description

The mandate of the Governance & Risk Committee (GRC) states that it is the responsibility of the Committee to recommend changes to the Board Chair Role Description.

The SC Corporate Governance Committee sent a letter suggesting that the AC Board Chair Role Description be amended to “more explicitly identify the support AC provides to SC pursuant to the OMERS Municipal Employees Retirement System Act, 2006…”.

Revisions were proposed to align with the language of the OMERS Act and to acknowledge that appropriate advice and assistance, consistent with the Archibald decision, will be provided as required under the OMERS Act.

Following discussion and as recommended by the GRC at its meeting held on May 15, 2024, the AC Board approved the amended AC Board Chair Role Description and authorized the GRC Chair to respond to the SC letter.

The Member Services Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Lobbying Policy

The Lobbying Policy underwent its regular triennial review, resulting in minor amendments for the Committee’s consideration and approval.

Following questions and discussion, the Committee approved the revised Lobbying Policy, effective June 1, 2024.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Anti-Bribery & Corruption Policy

The Audit & Actuarial Committee (AAC) Mandate requires the Committee to approve the Anti-Bribery & Corruption (ABC) Policy. The Policy was due for renewal in 2024.

Following questions and discussion, the AAC approved the amended ABC Policy, effective June 1, 2024.

Personal & Institutional Trading Policies

The AAC Mandate requires the Committee to approve the Personal and Institutional Trading Policies. The Policies were last reviewed and approved in 2022 and were due for renewal under the normal policy review cycle.

Following questions and discussion, the AAC approved the amended Personal and Institutional Trading Policies, effective June 1, 2024.

External Auditor Audit Plan, Engagement Letter and Fees for 2024

The AAC Mandate requires the Committee to approve the fee and engagement letter for the External Auditor for the upcoming audit year, and the annual audit plan of the External Auditor.

Following questions and discussion, the AAC approved the external auditor engagement letter and estimated fees for the 2024 year-end audit, as well as the external audit plan for the 2024 fiscal year audit.

Q1 2024 Investment Performance Reports to SC

The AC Board provides the SC Board with quarterly reports summarizing the quarterly financial results for the Primary Plan and the RCA. The quarterly reports are released to SC once the AAC has met and reviewed the quarterly financial results.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at March 31, 2024, with both to be provided to SC.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special GRC meeting was called, but no decision was made by the Committee at the meeting.

A special meeting of the Investment Committee was called to review a portfolio company, but no final decisions were made by the Committee at the meeting.

2023 Actuarial Assumptions & 2023 Actuarial Valuations of the OMERS Pension Plans

In accordance with its Work Plan, the Audit & Actuarial Committee (AAC) is to recommend to the AC Board for approval the actuarial assumptions and the actuarial valuations of the Primary Plan and RCA.

A special AAC meeting was held on January 24, 2024 to recommend the discount rates and inflation assumptions for use in the December 31, 2023 actuarial valuations of the OMERS Plans. Based on these actuarial assumptions, WTW, the actuary appointed by the AC Board, has prepared the actuarial valuation reports.

At its meeting on February 16, 2024, the AAC reviewed the 2023 valuations. In accordance with Touchpoint 3 of the Memorandum of Understanding between AC and SC, Management and WTW presented the results of the 2023 valuations to both Boards at the AC/SC Joint Session on the afternoon of February 16, 2024.

Following discussion and as recommended by the AAC at its meetings held on January 24 and February 16, 2024, the AC Board approved the following:

the nominal discount rates to prepare the 2023 actuarial valuations of the Primary Plan and RCA;
the short-term inflation assumption to prepare the 2023 actuarial valuations of both the Primary Plan and RCA;
the December 31, 2023 actuarial valuations of the Primary Plan and RCA; and
Management is authorized to provide the valuation reports to SC.

2023 Annual Reporting Materials

Section 21 of the OMERS Act, 2006 requires that AC prepare a report on the affairs of the OMERS Pension Plans of the preceding year, which report shall also contain a copy of the audited financial statements (Annual Report). It further requires that AC shall give a copy of the Annual Report to every employer participating in the Pension Plans and to any member, former member or retired member of the Plans who requests it.

The AAC Mandate outlines its responsibilities with respect to OMERS Annual Report:

recommending to the AC Board the AC annual audited financial statements and the annual audited financial statements of the Administered Funds; and
recommending to the AC Board the Highlights for our Members (aka Front Section) and Management's Discussion & Analysis content to be included in OMERS Annual Report and other material public announcements regarding financial matters.

Following discussion and as recommended by the AAC at its meeting held on February 16, 2024, the AC Board approved the following:

the OMERS Administration Corporation’s consolidated financial statements and the audited financial statements for the Administered Funds;
the Front Section and Management’s Discussion and Analysis (MD&A) included in the Annual Report; and
the press release with respect to the 2023 financial results.

Confirmation of Appointment of Officers

Following discussion, the AC Board confirmed the duly appointed officers of OMERS Administration Corporation, effective January 1, 2024.

2024 AC Board Work Plan

The mandate of the AC Board requires it to establish its work plan annually. The work plan describes how the AC Board will meet its mandate obligations.

The AC Board approved its 2024 Work Plan, which was prepared to comply with the AC Board Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

Funding Policy – RCA

The Funding Policy for the RCA (Policy) sets out OMERS approach to managing funding objectives and risks for the RCA. The Policy is reviewed every three years. In this review, changes were made to the Policy to be internally consistent with other similar policies, to improve the Policy’s style and clarity, and to “future proof” the Policy against changes SC is considering making to the RCA’s funding mechanism.

Following discussion and as recommended by the AAC at its meeting held on February 16, 2024, the AC Board approved the Funding Policy – RCA effective March 1, 2024.

Code of Conduct and Ethics

A request was made by the AC Board Chair to put forward proposed amendments to the Code of Conduct and Ethics (the Code) to provide additional guidance to OMERS employees and Board Members relating to the use of social media, with an effective date of March 1, 2024.

The Code is scheduled for its normal course biennial review later in 2024, and a full content review and update will be undertaken and presented for consideration in August.

Following discussion and as recommended by the AAC at its meeting held on February 16, 2024, the AC Board approved the Code effective March 1, 2024.

2023 AC Board Remuneration and Attendance Report (Annual Report)

For the past several years, the Governance & Risk Committee (GRC) has reviewed and recommended to the AC Board the governance portions of the Annual Report, in a similar manner to how the AAC reviews the financial statements and MD&A, and the Human Resources Committee reviews the Compensation Discussion & Analysis.

Following discussion and as recommended by the GRC at its meeting held on February 22, 2024, the AC Board approved the 2023 OMERS Administration Corporation Board Remuneration and Expenses and Attendance Report for inclusion in the Annual Report.

OMERS AC Governance Principles

In August 2013, the AC Board adopted a set of fundamental Governance Principles to guide OMERS in its commitment to world-class pension plan governance. The GRC mandate requires an annual assessment against these Principles.

At its meeting on February 22, 2024, the GRC reviewed the AC Governance Principles and proposed clarifications to the Disclosure principle.

Following discussion and as recommended by the GRC at its meeting held on February 22, 2024, the AC Board approved the OMERS Administration Corporation Governance Principles.

Compensation Discussion and Analysis (Annual Report)

The Human Resources Committee (HRC) Mandate requires the Committee to recommend to the AC Board compensation-related disclosure in public documents such as the OMERS Annual Report.

The OMERS executive compensation information is included in its own section of the Annual Report titled “Compensation Discussion and Analysis (CD&A)”. The CD&A includes a summary of OMERS compensation strategy, compensation programs and processes, an overview of the HRC Mandate and the compensation earned for the Top 5 compensated Named Executive Officers.

Following discussion and as recommended by the HRC at its meeting held on February 21, 2024, the AC Board approved the 2023 CD&A and the 2023 Key Management Personnel Compensation (Note 13) for inclusion in the Annual Report.

2023 CEO Scorecard Assessment

The HRC Mandate states that the Committee will “recommend annually to the AC Board, with the assistance of an independent advisor, the compensation plan design for the CEO, all awards and payments for the CEO based on the role description, and achievement of annual goals and objectives”.

The AC Board, on the recommendation of the HRC and advice of an independent advisor, approved the CEO’s annual performance goals and objectives at its December 8, 2022 meeting. The CEO’s performance results against the pre-determined objectives were reflected in the materials provided to the Board.

The CEO’s self-assessment was reviewed by the AC Board Chair and the HRC Chair on February 9, 2024 and their feedback was reflected in the submission.

Following discussion and as recommended by the HRC at its meeting held on February 21, 2024, the AC Board approved the 2023 CEO Scorecard Assessment.

2023 CEO Compensation

The HRC mandate requires that the Committee annually recommend to the AC Board the compensation plan design and all awards and payments for the CEO based on the role description and achievement of goals and objectives.

Following discussion and as recommended by the HRC at its meeting held on February 21, 2024, the AC Board approved the 2023 CEO compensation awards and payments.

2024 Member Services Committee Work Plan

The Member Services Committee (MSC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2024 Work Plan, which was prepared to comply with the MSC Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

2024 Governance & Risk Committee Work Plan

The Governance & Risk Committee (GRC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2024 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

2023 Enterprise Political Donations and 2024 Proposed Enterprise Political Donations Plan

In keeping with OMERS Political Donations Policy, Management prepares an annual plan and reporting to the GRC on any political donations in the previous year. Management advised the Committee that no political donations were made in 2023 and that no changes to the 2024 budgets were proposed.

Following questions and discussion, the Committee approved the 2024 Enterprise Political Donations Plan.

2024 Investment Committee Work Plan

The Investment Committee Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Following questions and discussion, the Committee approved its 2024 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

Revocation of March 20, 2020 Resolution

On December 7, 2023, the AC Board approved modifications to the Statement of Investment Authorities (SIA), set to take effect on January 1, 2024. The adjustments align with the authority previously granted to AC Management to endorse specific debts and guarantees through a resolution approved on March 20, 2020. The approval of the SIA amendments results in the revocation of the March 2020 resolution, executed in such a way that it does not affect any pre-existing rules established under this authority.

Following questions and discussion, the Committee approved to revoke and terminate the March 20, 2020 resolution, effective January 1, 2024, provided that, for greater certainty, the revocation and termination of the 2020 Resolution shall not revoke or terminate any approvals granted or authority exercised pursuant to the 2020 Resolution prior to January 1, 2024.

2024 Work Plan – Human Resources Committee

The Human Resources Committee (HRC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2024 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

2024 Audit & Actuarial Committee Work Plan

The Audit & Actuarial Committee (AAC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

The Committee approved its 2024 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on December 7, 2023.

Q4 2023 Investment Performance Reports to SC

The AC Board provides the SC Board with quarterly reports summarizing the Primary Plan’s financial results. The quarterly reports are released to SC once the AAC has met and reviewed the quarterly financial results.

Effective November 2020, the AC Board also provides the SC Board with quarterly reports summarizing the RCA’s financial results. Doing so assists SC in its responsibilities with respect to RCA contributions, benefits, and related Plan design decisions.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at December 31, 2023, with both to be provided to SC.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Audit & Actuarial Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

2023 Meeting Summaries

2023 Consolidated Annual Financial Operating Plan Recommendations

Each year, the AC Board approves the Operating Plan and Benchmarks used by Management to assess financial performance in the year ahead.

Following discussion and, as recommended by the Audit & Actuarial Committee at its meeting held on November 30, 2023 and by the Investment Committee at its meeting held on December 1, 2023, the AC Board approved the AC 2024 Consolidated Operating Plan.

Statement of Investment Authorities

The AC Board has enacted a Statement of Investment Authorities (SIA) that provides a comprehensive delegation of investment decision-making authority from the AC Board to the Chief Executive Officer.

Following discussion and, as recommended by the Investment Committee at its meeting held on November 14, 2023, the AC Board approved the SIA, effective January 1, 2024.

Statements of Investment Policies and Procedures

The Pension Benefits Act (Ontario) (the PBA) requires the AC Board to establish a Statement of Investment Policies and Procedures (SIP&P) for each of the Primary Plan and Supplemental Plan and that these statements be reviewed annually. The Primary Plan SIP&P and the Supplemental Plan SIP&P were last approved by the AC Board on August 16, 2023.

Although not required by the PBA, the AC Board has also established a SIP&P for the RCA, which was last approved by the AC Board on December 8, 2022.

Following discussion and as recommended by the Investment Committee at its meeting held on November 14, 2023, the AC Board approved the SIP&Ps, all effective January 1, 2024. In accordance with AC’s practice, the SIP&Ps are posted on the OMERS website.

Sustainable Investing Policy

OMERS is committed to being a leader in Sustainable Investing (SI) and, as part of the ongoing maintenance of OMERS policies and guidelines, the Sustainable Investing Policy has been reviewed by the Sustainable Investing Committee and the ELT and was recommended to the AC Board for approval.

Following discussion and, as recommended by the Investment Committee at its meeting held on November 14, 2023, the AC Board approved the revised SI Policy, effective January 1, 2024. In accordance with AC’s practice, the SI Policy is posted on the OMERS website.

Director Self-Assessments & Updated 2024-2025 Skills Matrix and Gap Analysis

Following the AC Board’s approval of an updated AC Board Competency Framework in August 2023, AC Board members were asked to complete a self-assessment against the Framework to identify up to five of their top board competencies. On November 16, 2023, the GRC reviewed and confirmed an updated self-assessment resubmitted by a Director with additional supporting information and an additional self-assessment submitted by a new Director appointed to the AC Board effective January 1, 2024.

In light of the confirmation of the foregoing competencies, the Committee also approved an updated Skills Matrix and Gap Analysis reflecting those competencies and proposed that a letter be sent to SC highlighting the revised competency gaps.

Following discussion and as recommended by the GRC at its meeting held on November 16, 2023, the AC Board authorized and directed the AC Board Chair and the Chair of the GRC to deliver a letter, and to otherwise communicate with SC, regarding preferred qualifications for the appointments and/or reappointments to be made to the AC Board effective January 1, 2025, as described in the Competency Framework.

Board and Committee Mandate Review

The GRC mandate delegates responsibility to the Committee to annually review the AC Board and Committee mandates to ensure the full scope of Board-level responsibilities is met.

The Board and Committees reviewed their respective 2024 mandates at their August meetings. Proposed changes to Board and Committee mandates were forwarded to the GRC for review with the objective that the GRC would make a comprehensive recommendation to the AC Board regarding all mandates.

Following discussion and as recommended by the GRC at its meeting held on November 16, 2023, the AC Board approved the mandates of the AC Board, the Governance & Risk Committee, the Investment Committee, and the Member Services Committee, as amended, with all mandates to be effective on January 1, 2024. The Board also confirmed the mandates of the Audit & Actuarial Committee, the Human Resources Committee, the Appeals Committee and the Management Mandate, without amendment.

Appointment of Standing Committees for 2024

The AC Board Chair consulted with the GRC at its meeting on November 16, 2023 prior to recommending the 2024 Board leadership positions and Committee membership to the AC Board for approval, taking into consideration the appointment of one new Director to the AC Board effective January 1, 2024.

In setting the composition of the Audit & Actuarial Committee (AAC) for 2024, the Board Chair confirmed that a majority of the AAC members meet the standards of financial literacy and that the Committee also possesses relevant actuarial or pension experience.

Following discussion, the AC Board approved the recommendations of the AC Board Chair for the appointment of the Chairs and members of the Standing Committees for 2024. Committee composition is posted on the OMERS website.

2024 CEO Performance Scorecard

The Human Resources Committee (HRC) mandate states that the Committee will review the CEO’s annual goals and objectives and recommend them to the AC Board for approval.

Following discussion and as recommended by the HRC at its meeting held on November 16, 2023, the AC Board approved the 2024 CEO Performance Scorecard.

2024 CEO Role Description

The HRC mandate requires that the Committee review the role description for the CEO and make a recommendation to the AC Board for approval.

Following discussion and as recommended by the HRC at its meeting held on November 16, 2023, the AC Board approved the 2024 CEO Role Description. In accordance with AC’s practice, the CEO Role Description is posted on the OMERS website.

2024 CEO Total Compensation Target

The HRC mandate states that the Committee will annually review the compensation target for the CEO and make a recommendation to the AC Board for approval.

At the request of the AC Board Chair and HRC Chair, Hugessen Consulting, the Board’s independent compensation advisor, prepared a report which discusses the concepts for CEO target pay levels and structure, including the introduction of a new compensation tool called a Fund Return Unit.

Following discussion and as recommended by the HRC at its meeting held on November 16, 2023, the AC Board approved the 2024 CEO total compensation target.

2024 Investment Return Ranges for Compensation Plans

The Investment Committee’s Mandate includes approving the annual investment return range metrics utilized in compensation plan calculations.

Following questions and discussion, the Investment Committee approved the 2024 investment return ranges utilized in compensation plan calculations and the 2024 Performance Share Unit compensation plan hurdles, effective January 1, 2024.

Investment Risk Policy Exception

The Investment Committee discussed and approved an exception to the asset concentration limit for a single asset.

The Audit & Actuarial Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

2024 Incentive Framework Updates

The Human Resources Committee (HRC) mandate requires that all compensation plans affecting any executive-level employees be approved by the HRC.

Following questions and discussion, the HRC approved the revised 2024 Incentive Compensation Framework for OMERS investment teams, effective January 1, 2024.

Growth Equity Compensation Update

The HRC mandate requires that all compensation plans affecting any executive-level employees be approved by the HRC.

Following questions and discussion, the HRC approved the new Growth Equity Long-Term Incentive Plan, effective January 1, 2024.

Director Self-Assessments

The Governance & Risk Committee (GRC), at its meeting on November 16, 2023, reviewed and confirmed an updated Director self-assessment submitted by a Director with additional supporting information and a self-assessment submitted by a new Director appointed to the AC Board effective January 1, 2024.

The Committee approved a revised Skills Matrix and Gap Analysis reflecting those additional competencies and proposed that the Gap Analysis last communicated to SC on September 11, 2023 in support of their 2023 and 2024 nomination processes be updated via a letter from the AC Board Chair and GRC Chair highlighting the revised competency gaps.

2024 Board, Committee & Individual Director Effectiveness Assessment

The Committee has mandated responsibility for “approving and implementing, at least every three years, regular governance effectiveness assessments of each of the AC Board, its Committees and individual Directors, and making appropriate recommendations to the AC Board”.

Following questions and discussion, the GRC approved that Egon Zehnder be engaged to undertake an independent assessment of the effectiveness of the AC Board, its Committees and individual Directors in 2024 and that the scope of the assessment be consistent with the assessment conducted in 2021.

Governance Manual and Governance Handbook for 2024

The GRC Mandate authorizes the Committee to approve the form and content of a Governance Manual and Governance Handbook. The Committee approves updates to these documents on a regular annual basis, and the Manual is updated as required throughout the year as its content changes due to actions by the Board.

Following questions and discussion, the GRC approved the Governance Manual and Governance Handbook for 2024.

2024 Internal Audit Plan

The Mandate and Work Plan of the Audit & Actuarial Committee (AAC), and the Internal Audit Mandate, require the review and approval of the annual Internal Audit Plan, including operating plan and resource plan.

Following questions and discussion, the AAC approved the 2024 Internal Audit Plan.

Workplan Investigations Policy

The AAC Mandate requires the Committee to approve the Workplace Investigations Policy.

Following questions and discussion, the AAC approved the Workplace Investigations Policy, effective December 1, 2023.

Anti-Terrorist Financing & Money Laundering Policy

The AAC Mandate requires the Committee to approve the Anti-Terrorist Financing & Money Laundering Policy.

Following questions and discussion, the AAC approved the Anti-Terrorist Financing & Money Laundering Policy effective January 1, 2024.

Investment Performance Reports to SC – Q3 2023

The AC Board provides the SC Board with quarterly reports summarizing the Primary Plan’s and RCA’s financial results. The quarterly reports are released to SC once the AAC has met and reviewed the quarterly financial results.

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at September 30, 2023, with both to be provided to SC.

The Member Services Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Investment Risk Policy

The Investment Risk Policy (IRP) supplements the Statements of Investment Policies & Procedures by further defining limits and thresholds. It also clarifies roles and responsibilities for administering the IRP and its related reporting. The IRP is reviewed by the Committee annually.

Following questions and discussion, the Investment Committee approved the Investment Risk Policy, effective January 1, 2024.

A special meeting of the AC Board was called to consider an investment portfolio.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The AC Board reviewed several matters, but no final decisions were made by the Board at the meeting.

Director Self-Assessments and 2024-2025 AC Board Gap Analysis

At its August 16, 2023 meeting, the AC Board approved an amended AC Board Competency Framework and directed that AC Board members complete a self-assessment against the Competency Framework for submission by August 31.

At its meeting on September 11, 2023, the GRC (i) reviewed and confirmed the self-assessments of all AC Board members, (ii) approved a revised Skills Matrix and Gap Analysis resulting from the confirmed self-assessments, as amended, and (iii) recommended to the AC Board for approval a letter to SC communicating the revised Skills Matrix and Gap Analysis for consideration during the 2023 nomination process currently underway for one AC Board member term starting January 1, 2024 as well as the 2024 nomination process for AC Board member terms starting January 1, 2025.

Following discussion and as recommended by the GRC at its meeting held on September 11, 2023, the AC Board authorized and directed the AC Board Chair and the Chair of the GRC to deliver the letter and to otherwise communicate with SC regarding preferred qualifications for the appointments and/or reappointments to be made to the AC Board effective January 1, 2024 and January 1, 2025, as described in the Competency Framework. Any feedback from SC on such communication will be reviewed by the GRC and the AC Board.

Confirmation of Appointment of Officers

Following discussion, the AC Board confirmed the duly appointed officers of OMERS Administration Corporation, effective June 1, 2023.

Director Self-Assessment & Gap Analysis

At its August 16, 2023 meeting, the AC Board approved an amended AC Board Competency Framework (Framework) and directed that all Directors complete a self-assessment against the Framework to identify up to five of their top board competencies.

The Committee provided some general feedback for consideration during the next review of the Framework, including considering moving the ESG competency into the “table stakes” section of the Framework and whether the Government/Public Policy competency could benefit from more specificity around the type of experience that qualifies a Director as having that competency.

Following questions and discussion, the GRC approved the revised Skills Matrix and the Gap Analysis included in a letter to SC.

2023 Mid-Year Consolidated Financial Statements and Press Release

OMERS began publishing mid-year financial statements and a related investment update in 2021. The primary rationale for adopting this practice was to increase transparency and trust with stakeholders.

Management prepared OMERS Administration Corporation’s unaudited consolidated mid-year financial statements and a press release comprised of introductory quotes from CEO Blake Hutcheson and CFO Jonathan Simmons, key financial metrics and explanatory commentary, as well as a summary of notable transactions.

Following discussion and as recommended by the AAC at its meeting held on August 15, 2023, the AC Board approved OMERS Administration Corporation’s 2023 mid-year consolidated financial statements and the press release.

Discount Rate Strategy

The Audit & Actuarial Committee (on June 12, 2023) and the AC Board (on June 15, 2023) reviewed Management’s preliminary recommendation for a revised Discount Rate Strategy (Strategy) and conditionally approved the Strategy, subject to feedback from SC. AC Management then shared the Strategy with the SC Board on June 22, 2023.

On August 11, 2023, SC shared their feedback on the proposed Discount Rate Range. To ensure clarity and to address SC’s feedback, Management adjusted the Strategy’s principles accordingly.

Following discussion and as recommended by the AAC at its meeting held on August 15, 2023, the AC Board approved the Discount Rate Strategy’s objectives, principles and methodology for the Primary Plan; and based on the Discount Rate Strategy’s objectives, principles and methodology, approved the adoption of a real Discount Rate Range for the Primary Plan of 3.5% to 4.0%.

2023 Experience Study

The funding policies of both the Primary Plan and RCA require AC to review, every five years, all member-specific actuarial assumptions via a comprehensive Experience Study, and the actuarial cost method for the Primary Plan.

WTW performed the last comprehensive Experience Study in 2018 and conducted an interim study in 2020 on OMERS high-earning members, examining their salary growth, retirement and mortality experience, for use by the RCA. All of WTW’s recommendations in those two studies were adopted by the AC Board.

At the direction of AC Management, WTW conducted a new study (2023 Experience Study) based on recent plan experience, and an updated anticipation of future trends. Management completed an extensive review of the work, including independently calculating the financial impact of all recommendations, held frequent discussions with WTW, and supports WTW’s recommendations.

Following discussion and as recommended by the AAC at its meeting held on August 15, 2023, the AC Board approved the adoption of the actuarial methods and assumptions recommended by WTW in the 2023 Experience Study for the 2023 actuarial valuations of the Primary Plan and RCA.

2023 Asset-Liability Study

OMERS asset mix is a critical component of managing the Plan’s financial health and sustainability. The previous Asset-Liability Study (AL Study) was completed in February 2022 with an approved long-term strategic asset mix, asset class ranges, and return expectations in the Primary Plan’s SIP&P.

Since the last AL Study was approved, the economic environment has changed significantly. The previous environment was characterized by unusually low interest rates that were suppressed by central banks; however, starting in 2022, inflation jumped to its highest point in 40 years, followed by a 475 bps rise in interest rates (highest since 2008). In this new environment, savers and investors can make much better returns on lower risk assets.

Considering the changed environment, Management conducted a refresh of OMERS AL Study in the first half of 2023.

The AL Study drew on the deep expertise of many individuals and teams from across the organization and external experts. Throughout the AL Study, the Asset-Liability Study Committee (ALSC) engaged in fruitful discussion that helped shape the recommended mix and ranges which use the same strategic asset classes as the previous asset mix, except that “Credit” investments are now split into “Public Credit” and “Private Credit”, reflecting the different return, volatility, and liquidity characteristics of each of these asset classes.

Following discussion and as recommended by the ALSC at its meeting held on July 24, 2023, the AC Board approved the new target asset mix that will take effect from January 1, 2024.

Termination of Asset-Liability Study Committee

The Asset-Liability Study Committee (the ALSC or the Committee) was constituted as an ad hoc Committee of the AC Board consisting of representatives of the Board. The purpose of the ALSC was to assist the AC Board in fulfilling its oversight responsibilities in respect of the 2023 Asset-Liability Study.

The ALSC has completed its work and at the meeting held on August 16, 2023, the AC Board approved to disband the Committee effective immediately.

OMERS Climate Action Plan

Building on the Net Zero 2050 goal and interim carbon reduction goals for the portfolio approved by the AC Board over the past three years, Management has developed OMERS Climate Action Plan (CAP), which provides more detail around how OMERS will execute its approach to climate change. The CAP is the product of significant cross-enterprise collaboration in 2023, bringing together all climate-related initiatives into one place and recommending additional supplementary goals.

As part of the CAP, Management proposed four supplementary climate-related goals to demonstrate progress beyond portfolio carbon intensity reductions:

i. OMERS top 20 WACI contributors to have credible Net Zero 2050 plans by 2030;

ii. OMERS to grow its green investments to $30B by 2030;

iii. OMERS to prohibit direct investments in companies with material revenue from thermal coal; and

iv. OMERS to commit to reaching net zero in its own operations by 2050 or sooner.

Following discussion and as recommended by the Investment Committee at its meeting held on August 14, 2023, the AC Board approved the OMERS Climate Action Plan.

SC Feedback on AC Board Competency Framework

On May 17, 2023, the AC Board approved a revised AC Board Competency Framework (the Competency Framework), which approval was subject to comments and input from the SC Corporate Governance Committee (CGC) and SC Board.

The revised Competency Framework was presented to the SC Board on June 21, 2023. Revisions were made to the Competency Framework to address SC feedback, and a revised Competency Framework was resubmitted to the GRC for review.

Following discussion and as recommended by the GRC at its meeting held on August 16, 2023, the AC Board approved the revised Competency Framework effective September 1, 2023 and AC Board members were directed to complete a self-assessment against the approved Competency Framework for submission to the AC Board Chair by August 31, 2023.

2024-2026 AC Board and Committee Meeting Schedule

The GRC is responsible for reviewing and recommending the annual schedule of meetings for the AC Board and its Committees. In assessing and recommending the meeting schedule for 2026, lessons learned from 2022 and 2023, and changes to the AC Board Standing Committee structure approved by the AC Board at its meeting on May 17, 2023, have been incorporated into the rolling three-year Board calendar for 2024, 2025 and 2026.

Following discussion and as recommended by the GRC at its meeting held on August 16, 2023, the AC Board approved the draft 2026 meeting schedule for the AC Board and Standing Committees and the updated 2024 and 2025 meeting schedules.

Appointment to Human Resources Committee for 2023

In accordance with the Board Chair Role Description contained in the OMERS Governance Manual, a key responsibility of the Board Chair is to develop a recommendation for Committee leadership and membership roles.

The AC Board Chair consulted with the GRC at its meeting on August 16, 2023, and following discussion, the AC Board approved the appointment of John Armstrong to the Human Resources Committee effective immediately.

Updated 2023 Governance & Risk Committee Work Plan

The AC Board approved the establishment of the new Member Services Committee (MSC) effective May 18, 2023. As part of this process, the Board and Committee mandates underwent a review and realignment exercise resulting in, among other things, approval of an amended GRC Mandate where oversight responsibilities for plan administration and operations matters (including communications and technology) were transferred to the MSC. As a result, the 2023 GRC Work Plan was substantively updated to align with the amended GRC Mandate.

Following questions and discussion, the Committee approved its updated 2023 Work Plan.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Q2 2023 Investment Performance Reports to SC

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at June 30, 2023, with both to be provided to SC.

Internal Audit Mandate

The Internal Audit Mandate was updated to reflect the change in the administrative reporting line of the Global Head of Internal Audit from the Chief Risk Officer to the Chief Operating Officer.

Following questions and discussion, the AAC approved the revised Internal Audit Mandate, effective August 15, 2023.

2023 Member Services Committee Work Plan

The Member Services Committee (MSC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Following questions and discussion, the Committee approved its 2023 Work Plan, which was prepared to comply with the Committee Mandate, as approved by the AC Board at its meeting held on May 17, 2023.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the Investment Committee was called to consider an investment transaction. No decision was made at the meeting.

Discount Rate Strategy

Continuing with the development of a new Discount Rate Strategy (Strategy), the AAC, at its meeting held on May 16, 2023, discussed the principles that guide the Strategy, assessment and proposal of a Discount Rate Range, and implication of the proposed Range on the Plan’s long-term sustainability.

At the Special AAC meeting held on June 12, 2023, the focus was on sharing the updated Strategy reflecting feedback from the May 16 AAC meeting and discussing next steps.

Following discussion and as recommended by the AAC at its meeting held on June 12, 2023, the AC Board approved the following:

The AC Board adopt the long-term discount rate objectives, principles and methodology for the Primary Plan.
The AC Board, based on the long-term discount rate objectives, principles and methodology, adopt a long-term real discount rate range for the Primary Plan of 3.50% to 4.00%.
The adoption of each of: (i) the long-term discount rate objectives, principles and methodology for the Primary Plan; and (ii) a long-term real discount rate range for the Primary Plan of 3.50% to 4.00%, is subject to consideration of feedback from the SC Board following the Joint AC/SC Board Session on June 22, 2023.
Management is hereby directed to report to the Audit & Actuarial Committee on any changes as may be suggested by the SC Board to either the long-term discount rate objectives, principles and methodology for the Primary Plan or the long-term real discount rate range for the Primary Plan of 3.50% to 4.00% approved by the AC Board in Paragraphs 1 and 2, respectively, along with a plan to address any such changes with the AC Board.

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the AAC was called to discuss the discount rate strategy, but no final decisions were made by the Committee at the meeting.

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Appeals Rules, Appeals Manual and By-law No. 4

Following discussion and as recommended by the Appeals Committee at its meeting held on May 17, 2023, the AC Board approved the amended Appeals Rules, and confirmed the Appeals Manual and By-law No. 4 with no amendment.

Primary Plan, RCA and Subsidiary Risk Appetite Statements

As stated in the Governance & Risk Committee (GRC) Mandate, the GRC is responsible for “reviewing, monitoring and overseeing the Risk Appetite Statements (RAS), including subsidiary risk appetite statements, on behalf of the AC Board for the Primary Plan and the Retirement Compensation Arrangement”.

Following discussion and as recommended by the GRC at its meeting held on May 17, 2023, the AC Board approved the Primary Plan RAS, the Primary Plan Subsidiary RAS and the RCA RAS, all effective May 18, 2023.

Risk Management Mandate

The Risk Management Mandate (Mandate) is reviewed every three years and presented to the GRC for review and recommendation to the AC Board.

The Mandate was submitted to the GRC in November 2022 and subsequently to the AC Board for approval in December 2022. The Board had a discussion regarding how the approach to OMERS Risk Appetite Statements and risk assessments was articulated and requested that GRC reconsider these discussions and consequential updates to the Mandate. The updated Mandate appropriately addressed the feedback from the Board.

Following discussion and as recommended by the GRC at its meeting held on May 17, 2023, the AC Board approved the revised Risk Management Mandate, effective May 18, 2023.

Proposed AC Board Competency Framework

The GRC Mandate states that the GRC is responsible for “assessing and recommending the competency requirements of the AC Board as outlined in the Competency Framework every three years”. The Competency Framework is due for its triennial substantive review. Taking into account input received from the GRC since the last approval of the AC Board Competency Framework in 2020 and working closely with the AC Board Chair, a revised Competency Framework and accompanying Competency Assessment Criteria were reviewed by the GRC.

The GRC was supportive of the proposed Competency Framework and submitted it to the AC Board for review and approval, subject to comments and input to be provided by the SC Corporate Governance Committee (SC CGC) and/or SC Board. Any feedback received from the SC CGC would be considered by the GRC at its regular Q3 meeting and, if so determined by the GRC, recommended to the AC Board for final approval at its regular Q4 meeting.

Following discussion and as recommended by the GRC at its meeting held on May 17, 2023, the AC Board approved the revised Competency Framework and the Competency Assessment Criteria, effective September 1, 2023, subject to consideration of feedback from the SC Board and/or SC CGC following completion of their review of the Competency Framework.

Member Services Committee & Revisions to Standing Committee Membership for 2023

The broad mandate of the GRC – which covers governance, risk, plan administration, and operations (including communications, government relations, and technology) matters – has posed workload management issues since the Committee’s inception in 2020. In order to address this imbalance, the creation of a new Member Services Committee (MSC) is recommended. It was proposed that the GRC’s oversight responsibilities with respect to plan administration and operations matters, including communications and technology, move to the new MSC, allowing the GRC to focus its attention on governance and risk matters, and the new MSC to focus its attention on plan administration and operations matters.

Following discussion and as recommended by the GRC at its meeting held on May 17, 2023, the AC Board approved the establishment of a new Standing Committee of the AC Board called the Member Services Committee, consisting of up to seven Directors. The AC Board approved the mandate of the MSC, the revised mandates of the GRC, the Audit & Actuarial Committee and the Investment Committee, all effective May 18, 2023.

In addition, as recommended by the GRC at its meeting held on May 17, 2023, the AC Board approved the recommendations of the AC Board Chair for the appointment of the Chairs and members of Standing Committees of the Board for the calendar year 2023.

The Governance & Risk Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

The Human Resources Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

External Auditor Independence Policy

The External Auditor Independence Policy (the Policy) was last updated and approved by the AAC in August 2022, in accordance with its scheduled review every five years. Since then, Management has encountered multiple, similar requests for services that under the Policy, as written, require specific and explicit approval from the Chair of the AAC (the Chair), but which do not present a meaningful risk to the auditor’s independence. As a result, Management reviewed the Policy and prepared an off-cycle Policy update, reflecting minor administrative changes that will further modernize the Policy and avoid requests to the Chair for low-risk exceptions.

Following questions and discussion, the AAC approved the amended External Auditor Independence Policy, effective June 1, 2023.

External Auditor Audit Plan, Engagement Letter and Fees for 2023

The AAC Mandate requires the Committee to approve the fee and engagement letter for the External Auditor for the upcoming audit year, and the annual audit plan of the External Auditor.

Following questions and discussion, the AAC approved the external auditor engagement letter and estimated fees for the 2023 year-end audit, as well as the external audit plan for the 2023 fiscal year audit.

Q1 2023 Investment Performance Reports to SC

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at March 31, 2023, with both to be provided to SC.

The Investment Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

Audit & Actuarial Committee – May 15, 2023

A special meeting of the AAC was called to discuss the OMERS Retirement Compensation Arrangement (RCA), but no final decisions were made by the Committee at the meeting.

The ad hoc Asset-Liability Study Committee reviewed several matters, but no final decisions were made by the Committee at the meeting.

A special meeting of the AAC was called to discuss the discount rate strategy, but no final decisions were made by the Committee at the meeting.

2022 Annual Reporting Materials

Section 21 of the OMERS Act, 2006 requires that OMERS Administration Corporation (AC) prepare a report on the affairs of the OMERS Pension Plans of the preceding year, which report shall also contain a copy of the audited financial statements (Annual Report). It further requires that AC shall give a copy of the Annual Report to every employer participating in the Pension Plans and to any member, former member or retired member of the Plans who requests it.

In that context, the Audit & Actuarial Committee’s (AAC) Mandate outlines its responsibilities with respect to OMERS Annual Report:

recommending to the AC Board the annual audited financial statements and the annual audited financial statements of the Administered Funds; and
recommending to the AC Board the Highlights (retitled as the “Front Section”) and Management’s Discussion and Analysis content to be included in OMERS Annual Report and other material public announcements regarding financial matters.

Following discussion and as recommended by the AAC at its meeting held on February 17, 2023, the AC Board approved the following:

the OMERS Administration Corporation’s consolidated financial statements and the audited financial statements for the Administered Funds;
the Front Section and Management’s Discussion and Analysis (MD&A) included in the Annual Report; and
the press release with respect to the 2022 financial results.

Confirmation of Appointment of Officers

Following discussion, the AC Board confirmed the duly appointed officers of OMERS Administration Corporation, effective January 1, 2023.

2023 AC Board Work Plan

The mandate of the AC Board requires it to establish its work plan annually. The work plan describes how the AC Board will meet its mandate obligations.

Following questions and discussion, the AC Board approved its 2023 Work Plan, which was prepared to comply with the AC Board Mandate, as approved by the AC Board at its meeting held on December 8, 2022.

2022 Actuarial Valuation of the OMERS Pension Plans

In accordance with its Work Plan, the Audit & Actuarial Committee (AAC) is to recommend to the AC Board for approval the annual actuarial valuations of the Primary Plan and RCA.

On December 8, 2022, the AC Board approved the actuarial assumptions and methods to be used in the December 31, 2022 actuarial valuations of the Primary Plan and RCA (2022 valuations). WTW, the actuary appointed by the AC Board, has prepared the actuarial valuation reports.

At its meeting on February 17, 2023, the AAC reviewed the 2022 valuations. In accordance with Touchpoint 3 of the Memorandum of Understanding between AC and SC, Management and WTW presented the results of the 2022 valuations to both Boards at the AC/SC Joint Session on the afternoon of February 17, 2023.

Following discussion and as recommended by the AAC at its meeting held on February 17, 2023, the AC Board approved the December 31, 2022 actuarial valuations of the Primary Plan and the RCA and authorized Management to provide the valuation reports to SC.

OMERS 2030 Portfolio Carbon Reduction Goal

The AC Board approved OMERS portfolio Net Zero 2050 commitment in 2021, which included a commitment to set interim carbon reduction goals every five years; i.e., for 2030, 2035, 2040, 2045.

Following discussion and as recommended by the Investment Committee at its meeting held on February 22, 2023, the AC Board approved the recommendation that OMERS establish a 2030 interim goal to reduce the weighted-average carbon intensity of the OMERS portfolio by 50% from 2019, and to create a transition asset sleeve of C$3 billion which will be excluded from this calculation.

2022 AC Board Remuneration and Attendance Report (Annual Report)

For the past several years, the Governance & Risk Committee (GRC) has reviewed and recommended to the AC Board the governance portions of the Annual Report, in a similar manner to how the Audit & Actuarial Committee reviews the financial statements and MD&A and the Human Resources Committee reviews the Compensation Discussion & Analysis.

Following discussion and as recommended by the GRC at its meeting held on February 23, 2023, the AC Board approved the 2022 OMERS Administration Corporation Board Remuneration and Expenses and Attendance Report for inclusion in the Annual Report.

Updated 2024 AC Board Gap Analysis

The AC Board reviewed the updated Skills Matrix for 2024.

Following discussion and as recommended by the Governance & Risk Committee (GRC) at its meeting held on February 23, 2023, the AC Board authorized and directed the AC Board Chair and the Chair of the GRC to deliver a letter to SC and to otherwise communicate with SC regarding preferred qualifications for the appointments to be made to the AC Board effective January 1, 2024, as described in the AC Board Competency Framework. Any feedback from SC on such communication will be reviewed by the Governance & Risk Committee and the AC Board.

AC and SC Director Compensation Review

The AC Board reviewed recent communications exchanged between the AC and SC Boards on Director compensation.

Following discussion, and as recommended by the Governance & Risk Committee at its meeting held on February 23, 2023, the AC Board requested that the AC Board Chair respond to the letter received from the SC Board Chair dated February 22, 2023 regarding AC and SC Director compensation, with a request that the review of the director compensation process for AC and SC Board Members be completed by SC before the end of 2023 and that changes coming out of such review, if any, be implemented effective January 1, 2024.

Compensation Discussion and Analysis (Annual Report)

The Human Resources Committee (HRC) Mandate requires the Committee to recommend to the AC Board compensation-related disclosure in public documents such as the OMERS Annual Report.

Following discussion and as recommended by the HRC at its meeting held on February 22, 2023, the AC Board approved the 2022 CD&A and the 2022 Key Management Personnel Compensation (Note 13) for inclusion in the Annual Report.

2022 CEO Scorecard Assessment

The Human Resources Committee (HRC) Mandate states that the Committee will “recommend annually to the AC Board, with the assistance of an independent advisor, the compensation plan design for the CEO, all awards and payments for the CEO based on the role description, and achievement of annual goals and objectives”.

The AC Board, on the recommendation of the HRC and advice of an independent advisor, approved the CEO’s annual performance goals and objectives at its December 9, 2021 meeting. The CEO’s performance results against the pre-determined objectives were reflected in the submission to the Board.

The CEO’s self-assessment was reviewed by the AC Board Chair and the HRC Chair on February 3, 2023 and their feedback was reflected in the submission.

Following discussion and as recommended by the HRC at its meeting held on February 22, 2023, the AC Board approved the 2022 CEO Scorecard Assessment.

2022 CEO Compensation

The Human Resources Committee mandate requires that the Committee annually recommend to the AC Board the compensation plan design and all awards and payments for the CEO based on the role description and achievement of annual goals and objectives.

Following discussion and as recommended by the HRC at its meeting held on February 22, 2023, the AC Board approved the 2022 CEO compensation awards and payments.

2023 Governance & Risk Committee Work Plan

The Governance & Risk Committee (GRC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

New Director Self-Assessment & Updated 2024 AC Board Gap Analysis

The GRC is tasked with assessing and confirming the individual skills assessments and aggregate Skills Matrix of the current AC Directors. This process enables the AC Board to identify skills gaps (including gaps created by retiring Directors) and provide a Gap Analysis to SC well in advance of the process for making renewal and replacement decisions.

At its meeting on February 23, 2023, the Committee reviewed, in camera, the skills assessments of the new Director, Diane Kazarian, as well as the revised 2023 Skills Matrix and Gap Analysis.

Following questions and discussion, the Committee confirmed the skills assessment of the new Director and approved the revised 2023 Skills Metrix and Gap Analysis of the AC Board.

Political Donations Policy

The Political Donations Policy was due for its regular triennial review.

Following questions and discussion, the GRC approved the Political Donations Policy, effective March 1, 2023.

2022 Enterprise Political Donations and 2023 Plan

In keeping with OMERS Political Donations Policy, Management prepares an annual plan and reporting to the GRC on any political donations in the previous year. Management advised the Committee that no donations had been made in 2022 and that no changes to the budgets were proposed for 2023.

Following questions and discussion, the Committee approved the 2023 Enterprise Political Donations Plan.

2023 Investment Committee Work Plan

The Investment Committee Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

2023 Work Plan – Human Resources Committee

The HRC Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

2023 Audit & Actuarial Committee Work Plan

The Audit & Actuarial Committee (AAC) Mandate requires the Committee to establish its work plan annually. The work plan describes how the Committee will meet its mandate obligations.

Q4 2022 Investment Performance Reports to SC

Following questions and discussion, the AAC approved the OMERS Investment Performance Report and the OMERS Asset Mix Exposure Report, as at December 31, 2022, with both to be provided to SC.

Amendment to the External Auditor Engagement Letter for 2022

The AAC approved the PwC Engagement Letter for the 2022 audit on May 18, 2022. PwC has requested a change to the engagement letter to clearly articulate the specified recipients of their audit reports on the Administered Funds financial statements and set out restrictions on AC’s distribution of PwC’s audit reports to none other than the specified recipients.

Following questions and discussion, the AAC approved the amendment to the External Auditor Engagement Letter for 2022.

Total Fund Discretion Recommendation

According to the Human Resources Committee (HRC) Mandate, the Committee is responsible for “approving the compensation strategy and compensation plan design for the Senior Executives and any Executive-level employees taking into account, with the assistance of an independent advisor, matters such as peer group compensation, the mix of compensation plans, and incentive plan performance measures…”. Consistent with this responsibility, the HRC approved an Incentive Framework on November 18, 2020, which Framework provided that Management and the HRC could apply discretion if application of the Framework results in inappropriate outcomes when factoring in “extreme relative market performance”.

Following questions and discussion, and consistent with the provisions of the Incentive Framework, the Committee approved the application of discretion in respect of the 2022 performance year factors to ensure appropriate outcomes in the calculation of incentive plans.

Establishment of Ad Hoc Asset-Liability Study Committee

Management proposed to accelerate the completion of the next Asset-Liability Study (Study) from 2024 to 2023, which allows for reflection of the impact of significant global market, global interest rate and geopolitical shifts since completion of the last Study.

Responsibility for recommendation of the Asset-Liability Study currently rests with the Investment Committee pursuant to its mandate which states that the Investment Committee fulfils its purpose by “recommending AC’s investment asset classes and mix to the AC Board, other than in circumstances where the AC Board has established an ad hoc committee to undertake this responsibility, for example an ad hoc Asset-Liability Study Committee”.

The Chair proposed that the AC Board re-establish an ad hoc Asset-Liability Study Committee consisting of Directors with experience relevant to both asset and liability considerations to guide this work.

The AC Board approved the establishment of an ad hoc Asset-Liability Study Committee in accordance with its mandate, approved the Asset-Liability Study Committee Mandate, and appointed members to the Asset-Liability Study Committee.

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Meeting Summaries

2026 Meeting Summaries

AC Board – February 4, 2026

Update on current status of governance matters including meeting held with Sponsors on January 23, 2026

AC Board – January 20, 2026

Status of 2025 Annual Report, Joint AC/SC Sessions and Sharing of Information with SC

Audit & Risk Committee – January 13, 2026

2025 Meeting Summaries

AC Board – December 11, 2025

Administrative Matters: Confirmation of Appointment of Officers and Amendments to AC Board Policies and By-laws No. 1 and 3

2026 Consolidated Annual Financial Operating Plan Recommendations

Statement of Investment Authorities

Statements of Investment Policies and Procedures

Statement of Investment Beliefs

Sustainable Investing Policy

2025 Actuarial Assumptions and Methods

Shared Risk Indexing – Calculation of Commuted Values

Risk Management Mandate

Amendment to the Audit & Actuarial Committee Mandate for Discontinuance of External Actuary’s Management Letter

Updated 2026-2027 Skills Matrix and Gap Analysis, and Letter to SC

Appointment of Standing Committees and Updated Standing Committee Mandates for 2026

2026 CEO Performance Scorecard

2026 CEO Role Description

2026 CEO Total Compensation Target

Investment Committee – December 5, 2025

2026 Investment Return Ranges for Compensation Plans

Investment Transaction

Audit & Actuarial Committee – December 4, 2025

2026 Internal Audit Plan

Member Services Committee – November 20, 2025

Governance & Risk Committee – November 20, 2025

Charities & Not-for-Profits Policy

Director Remuneration Policy

Audit & Actuarial Committee – November 19, 2025

Appointment – Global Head of Internal Audit

Anti-Terrorist Financing & Money Laundering Policy

Valuation of Investments Policy

Q3 2025 Investment Performance Reports to SC

Investment Committee – November 18, 2025

Investment Risk Policy

Human Resources Committee – November 18, 2025

Compensation Framework Review

Ventures Compensation Update

AC Board – November 17, 2025

Letter to Minister – Appointment of OMERS AC Independent Board Chair for Additional 3-Year Term

Governance & Risk Committee – November 7, 2025

Investment Committee – October 24, 2025

Investment Committee – September 23, 2025

AC Board – August 21, 2025

2025 Mid-Year Consolidated Financial Statements and Press Release

RCA Asset Mix

Statement of Investment Authorities Amendment – Cross-Collateralized Debt Discussion

2028 AC Board and Committee Meeting Schedule

Member Services Committee – August 20, 2025

Governance & Risk Committee – August 20, 2025

Human Resources Committee – August 19, 2025

Audit & Actuarial Committee – August 19, 2025

Q2 2025 Investment Performance Reports to SC

Workplace Investigations Policy

Investment Committee – August 18, 2025

Investment Committee – August 18, 2025

Investment Committee – July 14, 2025

AC Board – May 23, 2025

Statement of Investment Authorities – Oxford Specific Authorities

Governance Principles

Board Mandate Update

Review of Appeals Rules, Appeals Manual and By-Law

No

. 4

Fighting Against Forced Labour and Child Labour in Supply Chains Act

(the Act)

Report

Appointment of the External Auditor

Posting of Trusted Artificial Intelligence (AI)

Policy

Investment Committee – May 23, 2025

Member Services Committee – May 22, 2025

Governance & Risk Committee – May 22, 2025

Human Resources Committee – May 21, 2025

Audit & Actuarial Committee – May 21, 2025