• ABC Details

Teachers' Pension Plan Corporation Board of Directors

Department

Finance

Authority

Bill 28 - An Act to Amend the Pensions Funding Act and the Teachers's Pensions Act. Joint Sponsorship AgreementBetween:Her Majesty in Right of Newfoundland and Labrador, as represented by the Minister of the Department of Finance (the "Government")And:The Newfoundland and Labrador Teachers' Association (the "NLTA")

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.

Purpose:

The roles, responsibilities and accountabilities of the Board of Directors to the Teachers’ Pension Plan Corporation are defined in sections 39.3 and 39.4 of Bill 28 (An Act to Amend the Pensions Funding Act and the Teachers’ Pensions Act) 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:

Structure:

Pursuant to the Joint Sponsorship Agreement, the Board of Directors shall be comprised of 8 persons who shall be appointed as follows:

  • Four Government Appointees
  • 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 initial 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.

Stakeholder Management – 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
  • Qualification as a Board Director is subject to Section 172 of the Corporations Act

 While there are no specific qualifications/requirements stipulated in the enabling legislation, Bill 28 does require 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
  • 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, fir 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 the 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
  • 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 or such 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.

Term:

Each Director shall be a resident of Canada for the duration of his or her 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 with the exception of the initial appointment of Directors. For the initial appointment of Directors:

  • Two Directors appointed by each of the Government and the NLTA shall serve for an initial four-year term
  • Two Directors appointed by each of the Government and the NLTA shall serve for an initial three-year term.

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

Current Members:
NameTitleAppointment TypeAppointment Date (yyyy/mm/dd)Expiry Date (yyyy/mm/dd)
Dixon, Mr. RichardMemberMinisterial2016-08-232019-08-31
Rabovsky, Ms. JanetMemberMinisterial2016-08-232020-08-31
Thoms, Mr. EricMemberMinisterial2016-08-232019-08-31
van Riesen, Ms. GretchenMemberMinisterial2016-08-232020-08-31

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