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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
Ethics
• 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.
Director Nominations
• 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.
Directors’ Compensation • 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.
Director Orientation and Education
Board Effectiveness
Communications and Public Policy
Committee Objectives
Other
• Reviewed a Post-Orientation Survey for New Directors and recommended its approval by the
Board to provide feedback and opportunity to improve the director orientation process; and • Renewed a corporate membership in the Institute of Corporate Directors to provide valuable training and resource material for both management and Directors.
• Received the results of an evaluation conducted by each Director after each Board meeting to assist in identification of improvements to meeting content and efficiency; • Reviewed a progress report of Board Improvement Objectives identified as part of a facilitated 2020 Board evaluation process; • Reviewed the Board Operations Policy and the Corporate Information Confidentiality Policy and recommended its approval by the Board; and • Reviewed the Board’s accomplishments for the year ended December 31, 2021 and discussed objectives for enhancing Board effectiveness in 2022.
• Reviewed and recommended to the Board for approval a revised Strategic Communications Plan; and • Received a quarterly Media Monitoring Report from the Communications team
• Received the results of an evaluation conducted by each director after each Governance
Committee meeting to assist in identification of improvements to meeting content and efficiency; and • Reviewed the Governance Committee’s accomplishments for the year ending December 31, 2021 and discussed objectives for enhancing its effectiveness in 2022.
• Received a quarterly update on potential new client mandates; and • Approved an active monitoring process for registering and maintaining each director’s status as a Permitted Individual pursuant to provincial securities regulation.
This report has been approved by the members of the Governance Committee.
