Teachers' Pension Plan Corporation Board of Directors

Department

Authority

Remuneration

Purpose:

The roles, responsibilities and accountabilities of the Board of Directors to the Teachers’ Pension Plan Corporation are defined in sections 17 and 18 of the Teachers’ Pensions Act, 2018 and Appendix B of the Joint Sponsorship Agreement.

The Board of Directors is accountable for the exercise and discharge of the objects of the corporation which are as follows:

• to act as trustee of the Teachers’ Pension Plan Fund;
• to act as administrator of the pension plan; and
• to exercise those other powers and perform those other duties as may be expressly conferred upon the Corporation under the Joint Sponsorship Agreement.

For additional information on the role of the Teachers’ Pension Plan Corporation, please refer to the:

       • Teachers Pensions Act, 2018 (available on-line at SNL2018 CHAPTER T-4.01 - TEACHERS' PENSIONS ACT, 2018)

       • Joint Sponsorship Agreement (available on-line at JSA_JointSponsorshipAgreementandamendment-2016.pdf)

Structure:

Pursuant to the Joint Sponsorship Agreement, the Board of Directors shall be comprised of eight persons who shall be appointed as follows:

• four Government Appointees; and
• four NLTA Appointees.

Of the eight members to the Board of Directors, there shall be a minimum of four independent Directors. The Government and the NLTA shall each appoint at least two independent directors. A Director is independent if he or she has no direct or indirect material relationship with the Corporation or the entity that appointed him/her.

There shall be a Chair and a Vice-Chair of the Board. The Chair and Vice-Chair shall be appointed jointly by the Government and the NLTA from among the independent directors.

Competency Profile:

Those who make up the Board should collectively possess the following specialty skills:

Governance – Prior or current experience as a board member or in a senior leadership position with a Canadian organization (public, private or non-profit) and knowledge of pension plan governance, including understanding the roles of the Sponsors, the fiduciary board and the service providers. 

Investment Expertise - Prior or current experience in institutional investment, investment risk management, capital markets, principles of finance and an understanding of macroeconomic considerations and their impact on investment strategy and pension obligations.

Financial Expertise - Prior or current experience board member or senior officer experience in financial accounting, reporting, corporate finance, pension plan funding and actuarial valuation.

Human Resources - Prior or current experience board member or senior leadership position experience in human resource management, succession planning and executive compensation.

Pensions – Substantial prior or current experience in the design, funding and administration of defined benefit pension plans and knowledge of asset/liability management and pension policy.

Customer Service and Related Administration – Substantial prior or current experience in a customer service organization.

Risk Management - Prior or current board member or senior officer experience in enterprise risk management; including information management and cyber security.

Stakeholder Involvement – Prior or current experience in a senior leadership position in stakeholder involvement.

Regulatory – Practical knowledge in the application of compliance with pension laws and regulatory rules including the requirements of provincial laws and the Income Tax Act (Canada).

Continuing education opportunities will be provided to all Directors so that they can maintain or enhance their skills and abilities and ensure that their knowledge and understanding of the objects of the corporation remains current.

Qualifications:

The following qualifications have been identified (as per the Joint Sponsorship Agreement):

• a representative on the Sponsor Body shall not be a Board Director;
• an officer of the Corporation shall not be a Board Director; and
• qualification as a Board Director is subject to Section 172 of the Corporations Act.

The Teachers Pensions Act, 2018 requires each Board Director to:

• act honestly and in good faith with a view to the best interests of the pension plan and for the benefit of all teachers, pensioners and deferred pensioners; and
• exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Additionally, according to the Joint Sponsorship Agreement, the Board of Directors should also possess the following personal characteristics:

• integrity, including familiarity with and a high regard for fiduciary obligations;
• strong commitment to time and effort required to undertake the role;
• demonstrated ability to contribute and operate with candor and intelligence while supporting other directors to do the same;
• effective negotiation skills in articulating viewpoints with influence to arrive at a conclusion in the best interests of the Pension Plan and for the benefit of all Members;
• strong conflict management skills to enable the identification and handling of conflicts in a sensible, fair and efficient manner;
• willingness to accept and support Board decisions;
• acting with a mindset of impartiality as it relates to Sponsors;
• freedom from influence by any factors other than the interest of the Pension Plan and all Members;
• team effectiveness, including the ability to work effectively in a collegial environment and to facilitate consensus and compromise;
• after Government has ceased to provide plan administration and plan investment services to the Teachers’ Pension Plan, absence of systemic conflicts of interest, it being understood that membership in or employment by the NLTA or the Government or entitlement to or receipt of a benefit from the Pension Plan does not constitute a systemic conflict of interest; and
• ability to identify the limitations of the Directors’ own knowledge and the need for independent professional advice, and to understand and evaluate such advice.

Time Commitments:

At the beginning of each fiscal year, the Board will schedule at least four meetings to be held during the year. Each Board Director will be provided the date, time and location of these meetings. No other notice will be required for these meetings.

It should be noted however that any director may request the Chair to convene a meeting of the Board.

All meetings of the Board will be held within the Province. A meeting of the Board may be held by means of telephone, electronic means or other communication facilities.

Additionally, the Board may from time to time appoint a committee or other advisory body, it deems necessary. Membership of such committees/advisory boards may be comprised of Board Directors and/or persons other than Directors. Any such committee/advisory board may formulate its own rules of procedure, subject to such regulations or directions as the Board may make, including the frequency of meetings.

Board members may also be expected to spend additional time to review materials and prepare for Board and Committee meetings.

Remuneration:

The annual remuneration for the Teachers’ Pension Plan Board of Directors is as follows:

• Chair                                $17,500
• Vice-Chair                         $15,000
• Director                            $12,500
• Chair of Sub-Committee     $  3,000

Remuneration of Directors per meeting

< 2 hours - $200
> 2 hours - $500

Annual remuneration of Sub-committee members: $10,000

Travel incurred related to the business of the Board of Directors will be reimbursed as per the NLTA travel policy. 

Term:

Each Director shall be a resident of Canada for the duration of their appointment.

The Chair and Vice-Chair shall serve for a three-year term. At the end of each three-year term, the Board shall appoint a Chair and Vice-Chair of the Corporation among the independent Directors.

All Directors will serve for a three-year term. 

All Directors are eligible to serve for more than one term.

Vacancy Profile:

The Teachers' Pension Plan Corporation Board of Directors is seeking to fill up to two positions. Expressions of interest are being sought from indviduals who posess the background, experience, and skill-set identified in the Board profile, with a particular focus on prior or current experience in governance, finance, human resources and pensions. Directors are expected to be familiar with and have a high regard for fiduciary obligations, a strong committment to the time and effort required in the role of a director and the ability to act impartially in the best interests of the plan and its members. Consideration will be given to a variety of demographic factors to ensure the Board is representative of the population it serves.