REPORT OF THE HUMAN RESOURCES & COMPENSATION COMMITTEE Under its Terms of Reference, the Human Resources & Compensation Committee (HRCC) is responsible for assisting the Board of Directors to fulfill its obligations relating to the compensation of employees, leadership succession, and human resources policies and practices. In doing so, the HRCC conducts an annual performance appraisal for the President and CEO, oversees changes to the Compensation Philosophy, compensation, employee benefits and incentive plans, organizational structure, leadership development and succession, monitors management’s compliance with employment-related regulatory and legislative matters and oversees risk management systems related to Vestcor’s human resources. 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 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 ended December 31, 2021: Evaluation of the CEO
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Compensation and Employee Benefits
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Severance
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N/A – No severances in 2021.
Code of Business Conduct and Ethics
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N/A – No concerns referred by the Governance Committee occurred in 2021.
Organizational Structure
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Ongoing discussion throughout the year on the human resource impact of the COVID-19 pandemic and Vestcor’s COVID-19 Operating Plan on continuing efforts to attract, retain, motivate and train personnel. Reviewed the results of a new office space pulse survey of employees, conducted following the move to Vestcor’s new office, to evaluate employees’ level of safety in the new facility.
Conducted the annual performance review for the President and CEO; and Reviewed and approved the performance of the President and CEO against the President and CEO Objectives and business plan targets for the year ended December 31, 2021.
Finalized a comprehensive total compensation review for all employee positions with the support of an independent external compensation advisor. o Reviewed the incentive structure observations and recommendations from the independent advisor and recommended the resulting proposed recommendations for approval to the Board; and o Reviewed the results of the independent expert compensation advisors’ investment benchmarks and target value-added study and recommended the resulting proposed recommendations for approval to the Board. • Reviewed the individual business plan success weightings of the Annual Business Plan for the year ended December 31, 2021 and recommended their approval by the Board; and • Reviewed corporate results for the year ended December 31, 2021 versus the Annual Business Plan and recommended approval by the Board of the overall Corporate Scorecard incentive compensation pool and the Individual Incentive performance pool awards for the year ended December 31, 2021.
VESTCOR ANNUAL REPORT 2021
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