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Board Committees and Policies

HomeAbout UsGovernanceBoard Committees and Policies
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Board Committees

The OBSI Board of Directors has two committees: Finance and Audit; and Governance and Human Resources. The full board considers matters formerly under the mandate of the Policy and Standards Committee, with respect to the recommendation and monitoring of OBSI's quality and performance standards, independent reviews and the Code of Conduct, as well as overseeing any revisions to the Terms of Reference.

Finance and Audit Committee

The Finance and Audit Committee meets quarterly and reviews the financial statements of the organization, as well as receiving the report of the external auditor of OBSI. It also oversees the defined contribution pension plan for OBSI, including reviewing fund performance. (Mandate)

Annual committee activities
2020
  • Review of financial statements
    Every quarter, the committee reviews the unaudited quarterly statements of revenue, expenses and balance sheet prepared by senior management. The committee members discuss the financial statements and any variances from budget with senior management at the quarterly committee meetings. When the audited financial statements are prepared after year-end, the committee meets with auditors to review the financial statements and makes recommendations to the board. At the September meeting each year, the committee approves the auditor and audit fees for the upcoming fiscal year.
  • Review of reserve fund
    Each year, senior management completes an operating reserve fund analysis outlining whether current targets remain appropriate. The committee reviews the analysis with senior management and plans for possible shortfalls or surpluses are discussed.
  • Premises renewal project
    With the move to a new location completed this fiscal year, the committee reviewed the Premises Renewal Project’s expense and capital reports.
  • Review of 2020 budget
    At the September committee meeting each year, the committee members review the budget proposed by senior management, ask questions and provide their input. It also reviewed and approved the audit planning letter and auditors and audit fees for 2020-2021.
  • Pension governance
    The committee also oversees OBSI’s defined benefit pension plan, defined contribution pension plan, and post-retirement medical plan. This past year, the committee reviewed the pension plan’s structure, staff participation, information on member communication and plan education.
  • Review and provide input on policies
    The committee reviews and approves any amendments to OBSI’s financial policies. This year, for example, the Financial Controls Policy was reviewed and approved by the committee.
2019
  • Review of financial statements
    Every quarter, the committee reviews the unaudited quarterly statements of revenue, expenses and balance sheet prepared by senior management. The committee members discuss the financial statements and any variances from budget with senior management at the quarterly committee meetings. When the audited financial statements are prepared after year-end, the committee meets with auditors to review the financial statements and makes recommendations to the board. At the September meeting each year, the committee approves the auditor and audit fees for the upcoming fiscal year.
  • Review of reserve fund
    Each year, senior management completes an operating reserve fund analysis outlining whether current targets remain appropriate. The committee reviews the analysis with senior management and plans for possible shortfalls or surpluses are discussed.
  • Review of 2020 budget
    At the September committee meeting each year, the committee members review the budget proposed by senior management, ask questions and provide their input.

  • Pension governance
    The committee also oversees OBSI's defined benefit pension plan, defined contribution pension plan, and postretirement medical plan. This past year, the text of the defined contribution plan was reviewed and updated. The committee also requested a fund option review which was completed this year.

  • Review and provide input on policies
    The committee reviews and approves any amendments to OBSI's financial policies. This year the Investment Policy was amended by the committee.

2018
  • Review of financial statements
    Every quarter, the committee reviews the unaudited quarterly statements of revenue, expenses and the balance sheet prepared by senior management. The committee members discuss any variances from the budget with senior management at the quarterly committee meetings. When the audited financial statements are prepared after year-end, the committee meets with auditors to review the financial statements and makes recommendations to the board. At the September meeting each year, the committee approves the auditor and audit fees for the upcoming fiscal year.
  • Review of reserve fund
    After careful management over several years, OBSI's reserve fund is fully funded. Each year, senior management completes an operating reserve fund analysis outlining whether current targets remain appropriate. The committee reviews the analysis with senior management and plans for possible shortfalls or surpluses are discussed.
  • Implementation of OBSI's investment policy
    OBSI has an investment policy outlining how any reserve funds are to be invested. The committee reviewed the policy this year with senior management. Decisions were made to adjust OBSI's investments to maximize return while ensuring the funds were invested safely and were readily accessible if needed.

  • Review of 2019 budget
    At the September committee meeting each year, the committee members review the budget proposed by senior management, ask questions and provide their input.
  • Pension governance
    The committee also oversees OBSI's defined benefit pension plan, defined contribution pension plan and post-retirement medical plan. This past year, the text of the defined contribution plan was reviewed and updated. The committee also requested a fund option review which will be completed in fiscal 2019.
  • Review and provide input on policies
    The committee reviews and approves any amendments to OBSI's financial policies. This year, both the Investment Policy and the Board Travel Reimbursement Policy were amended and approved by the committee.

2017
  • Review of auditor engagement letter
  • Review of unaudited quarterly statements of revenue, expenses, and balance sheet
  • Review and approval of auditor and audit fees
  • Review of employee pension plan and investment service provider fees
  • Review and approval of 2018 budget

Governance and Human Resources Committee

The Governance and Human Resources Committee reviews matters relating to corporate governance and structure, director recruitment, and employee human resources and compensation. (Mandate)

Annual committee activities
2020
  • Policy reviews
    Every quarter, the committee reviews a range of policies. Some examples this year included: whistleblower policy, communication policies, director recruitment policy, director orientation and continuing education policy.
  • Consumer Interest Director role established, and bylaw changed
    The committee reviewed and recommended to the board the establishment of the Consumer Interest Director (CID) role. Following board approval, an amendment was made to the bylaw to establish the new role. Subsequently, the committee advertised the role, reviewed and interviewed candidates and made a recommendation to the board resulting in the nomination of the first CID prior to fiscal year end.
  • Board renewal
    Board renewal is an important and ongoing focus for the committee. The committee reviewed and approved the board chair selection process in anticipation of the current chair’s term expiring in the coming year. This year, the committee also replaced a community director and, prior to the end of the fiscal year, began the process to request candidates for a new representative for the Canadian Bankers Association.
  • Consumer and Investor Advisory Council (CIAC) renewal project
    The CIAC plays an important role supporting the board of directors. This year, the committee finalized the CIAC Statement of Expectations, which was subsequently approved by the board, and a new chair was appointed.
2019
  • Policy reviews
    Every quarter, the committee reviews a range of policies. Some examples this year included: Workplace Violence Policy and Respect in the Workplace Policy, the Whistleblower Policy, Criminal Background Check Policy, and Board Governance Evaluation Policy.
  • Staggered director terms methodology
    For a small board, having multiple board member terms end simultaneously can create unnecessary strain on the resources of the board. The committee developed a process for staggering director terms to ensure the board continues to operate effectively.

  • By-law change
    An amendment was made to the by-law to align the eligibility criteria for community directors with the criteria for the ombudsman.

  • Search for new industry director from Mutual Fund Dealers Association (MFDA) and community director
    Board renewal is an important and ongoing focus for the committee. This year, the committee replaced the industry representative for the MFDA. In addition, the committee began the search process in anticipation of the pending end of term for a community director.

  • Consumer and Investor Advisory Council (CIAC) renewal project
    The CIAC plays an important role supporting the Board of Directors. This year, a new chair was appointed. In addition, it was agreed to have the CIAC meet in-person twice a year and by conference call on an ad hoc basis as determined by the council.
  • Compensation and benefits review
    The committee also reviewed the recommendations by an external third-party regarding changes to OBSI's compensation and benefits regime to effectively support employee attraction, retention and engagement.
2018
  • Bylaw changes to the Chair term
    OBSI directors often serve on the board for several years. The by-laws permitted a maximum term limit of eight years. However, if a director is appointed as chair towards the end of that maximum term, the previous term limit meant that they may only be able to act as chair for a limited term. Given the important role of the chair, it was decided to change the chair term to increase flexibility and permit a chair to serve for at least three years.
  • Development of terms of reference for the Chair
    In keeping with best practices in the not-forprofit sector, the committee developed terms of reference for the chair position. The terms of reference help to ensure the chair has good line of sight to the responsibilities of the role and assists in performance review and for identifying future candidates.

  • Consumer and Investor Advisory Council (CIAC) renewal project
    The CIAC plays an important role supporting the Board of Directors. This year, a number of long-serving members were leaving the council, creating the opportunity to revisit the statement of expectations and identify new members to represent consumer and investor views.

  • Enhanced orientation and education program for new directors
    To help directors as they start in their roles, new program was developed to ensure they had a strong foundational knowledge of OBSI's operations and as well as their own governance responsibilities.

  • Search for new industry directors
    Board renewal is an important and ongoing focus for the committee. This year, the committee replaced and appointed new industry directors from the Investment Industry Regulatory Organization of Canada (IIROC) and the Canadian Bankers Association (CBA).

2017
  • Search for new Chair and directors
  • Governance evaluation policy process

  • Independent evaluation of the Board of Directors

  • Ombudsman and CEO evaluation policy and succession policy

  • Review of Consumer and Investor Advisory Council Statement of Expectations

 

Board Policies 

Code of Conduct

Whistleblower Policy

Director Compensation

Community directors receive a $10,000 honorarium per year, with the Chair of the Board receiving an additional $40,000 annually and committee chairs receiving an additional $4,000 annually. Community directors also receive $1,800 for every day of meeting they attend (or $750 if attending by teleconference).

Board Attendance

2020
  Dec. 5, 2019 Feb. 26, 2020 May 28, 2020 Sep. 23, 2020
Jim Emmerton, Chair ♦ ♦ ♦ ♦
Catherine Adams ♦ ♦ ♦ ♦
Rhonda Goldberg ♦ ♦ ♦ ♦
Carmela Haines ♦ ♦ ♦ ♦
Jill Hugessen1 N/A ♦ ♦ ♦
Bharat Mahajan ♦ ♦ ♦ ♦
Norah McCarthy ♦ ♦ ♦ ♦
Wanda Morris2 N/A N/A N/A ♦
Janis Riven3 ♦ N/A N/A N/A
Ronald Smith ♦ ♦ ♦ ♦
Scott Stennett ♦ N/A ♦ ♦
Laura Tamblyn Watts4 ♦ ♦ N/A N/A

1 Appointed in Q2

2 Appointed in Q4

3 Term completed

4 Resigned

2019
  Dec. 6, 2018 Mar. 6, 2019 Jun. 11, 2019 Sep. 26, 2019
Jim Emmerton, Chair ♦ ♦ ♦ ♦
Catherine Adams ♦ ♦ ♦ ♦
Rick Annaert1 ♦ N/A N/A N/A
Rhonda Goldberg2 N/A N/A ♦ ♦
Carmela Haines ♦ ♦ ♦ ♦
Bharat Mahajan ♦ ♦ ♦ ♦
Norah McCarthy ♦ ♦ ♦ ♦
Janis Riven ♦ ♦ ♦ ♦
Ronald Smith ♦ ♦ ♦ ♦
Scott Stennett ♦ ♦ ♦ ♦
Laura Tamblyn Watts ♦ ♦ ♦ ♦

1 Resigned

2 Nominated June 2019

2018
  Dec. 5, 2017 Feb. 27, 2018 Jun. 5, 2018 Sep. 20, 2018
Catherine Adams ♦ ♦ ♦ ♦
Rick Annaert1 N/A ♦ X ♦
Fernand Bélisle2 ♦ N/A N/A N/A
Jim Emmerton ♦ ♦ ♦ ♦
Stephen Gaskin2 ♦ X ♦ N/A
Carmela Haines ♦ ♦ ♦ ♦
Bharat Mahajan ♦ ♦ ♦ ♦
Kevin Regan2 ♦ N/A N/A N/A
Janis Riven ♦ ♦ ♦ ♦
Ronald Smith1 N/A ♦ ♦ ♦
Scott Stennett X ♦ ♦ ♦
Laura Tamblyn Watts ♦ ♦ ♦ ♦

1 Nominated February 2018

2 Term ended 2018 Annual General Meeting

2017
 
  Dec. 6, 2016 Mar. 1, 2017 Jun. 6, 2017 Sep. 18, 2017
Fernand Bélisle, Chair ♦ ♦ ♦ ♦
Catherine Adams ♦ ♦ ♦ ♦
Jim Emmerton ♦ ♦ ♦ ♦
Stephen Gaskin ♦ ♦ ♦ ♦
Carmela Haines ♦ ♦ ♦ ♦
Bharat Mahajan ♦ ♦ ♦ ♦
Kevin Regan ♦ ♦ ♦ ♦
Janis Riven ♦ ♦ ♦ ♦
Scott Stennett ♦ ♦ ♦ ♦
Laura Tamblyn Watts ♦ ♦ ♦ ♦

 

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