REPORT OF THE GOVERNANCE COMMITTEE Under its Terms of Reference, the Governance Committee is responsible for assisting the Board of Directors in fulfilling its obligations by providing a focus on governance and public policy to enhance Vestcor’s performance and ensure that its governance and communications policies and practices meet evolving best practices. To accomplish this, the Committee annually reviews the terms of reference for the Board and each Board committee, all Board policies and the Nomination Guidelines for new directors, oversees the Corporate Communications Policy, Director Orientation and Education programs and the Code of Ethics and Business Conduct. A Board and Director self-assessment process is facilitated by the Governance Committee. At the beginning of each year the Committee establishes its objectives under these Terms of Reference for the upcoming year and reports on its success at meeting those objectives annually as part of an assessment of its own effectiveness. At each meeting, the Committee evaluates its meeting agenda against its Terms of Reference to ensure that it has fulfilled its responsibilities. In accordance with its Terms of Reference, the Committee accomplished, among other things, the following in or relating to the year ending December 31, 2021: Governance Documents and Initiatives
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Ethics
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Director Nominations
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Directors’ Compensation
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Conducted an in-depth review of and recommended to the Board for approval revisions to the Terms of Reference for the Board of Directors for Vestcor and for each of the Governance, Audit and Human Resources & Compensation Committees; and Completed the annual review of the Director Orientation and Education Policy, Code of Ethics and Business Conduct, Director Nomination Guidelines and Directors’ Terms and Skills Competency Matrix and recommended their approvals by the Board; and Reviewed the draft Corporate Governance disclosure for the 2021 Annual Report and recommended its approval by the Board. Reviewed the annual compliance by staff and directors with the Code of Ethics and Business Conduct; and Received each quarter a status report of compliance by staff with the Code of Ethics and Business Conduct. Received a status report from the Ad Hoc Director Nominating Committee, reorganized in late 2020 for the 2020 and 2021 director terms expiry. Updates included the relaunch of the director recruitment process and engagement of the shareholder to fill both an existing and upcoming vacancy, preliminary results of the external director recruitment search, selection and interview process based on key skills gaps; and Received a letter from the Ad Hoc Director Nominating Committee that recommended to our Vestcor Corp. shareholder the reappointment of two existing directors and the appointment of two new directors, as a successful result of the external director recruitment search, effective July 1, 2021. Approved a Report of Directors’ Compensation and Expenses for the year ended December 31, 2021; and Approved a Report of the President and CEO’s travel expense claims for the year ended December 31, 2021.
VESTCOR ANNUAL REPORT 2021
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