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Public Sector Pension Investment Board Act (S.C. 1999, c. 34)

Act current to 2021-02-15 and last amended on 2017-12-31. Previous Versions

Management (continued)

Board of Directors (continued)

Marginal note:Principal duties

  •  (1) Subject to this Act, the board of directors shall manage or supervise the management of the business and affairs of the Board.

  • Marginal note:Specific duties

    (2) Without limiting the generality of subsection (1), the board of directors shall

    • (a) on an annual basis, establish written investment policies, standards and procedures for each fund that the Board manages;

    • (b) monitor the officers and employees of the Board to ensure compliance with the investment policies, standards and procedures established under paragraph (a);

    • (c) prepare or have prepared financial statements for each fund on a quarterly and on an annual basis in accordance with this Act;

    • (d) establish procedures for the identification of real or potential conflicts of interest and procedures to resolve those conflicts;

    • (e) establish a code of conduct for officers and employees of the Board; and

    • (f) designate a committee of the board of directors to monitor application of the conflict of interest procedures and the code of conduct.

Marginal note:Power to delegate

  •  (1) Subject to subsection (2) and the by-laws, the board of directors may delegate to the Chairperson, to a committee of the board of directors or to any officer of the Board any of the powers or duties of the board of directors.

  • Marginal note:Limits on power

    (2) The board of directors may not delegate the power to

    • (a) adopt, amend or repeal by-laws;

    • (b) establish the Board’s investment policies, standards and procedures;

    • (c) fill a vacancy in a committee of directors;

    • (d) appoint officers to the Board or fix their remuneration; or

    • (e) approve the annual financial statements of the Board and any other financial statements issued by the Board.

Directors

Marginal note:Appointment of directors

  •  (1) Each director shall be appointed by the Governor in Council, on the recommendation of the Minister, to hold office during good behaviour for a term, not exceeding four years, that will ensure, as far as possible, the expiry in any one year of the terms of office of not more than one half of the directors.

  • Marginal note:Recommendations from list of nominating committee

    (2) The recommendation of the Minister under subsection (1) shall be made from the list of qualified candidates proposed by the nominating committee established under section 10.

  • 1999, c. 34, s. 9
  • 2006, c. 9, s. 296

Marginal note:Nominating committee

  •  (1) The Minister shall establish a nominating committee to establish a list of qualified candidates for proposed appointment as directors. The committee shall consist of eight members appointed as follows:

  • Marginal note:Term of office

    (2) The members of the nominating committee hold office for five years and are eligible for reappointment for one or more additional terms.

  • Marginal note:Removal

    (3) The Minister who appoints a member may remove that member at any time.

  • Marginal note:Disqualified persons

    (4) When the nominating committee is establishing a list of suitable candidates for appointment as directors, it shall take into account that the persons referred to in subsection 6(2) are not eligible to be directors.

  • Marginal note:Factors for consideration

    (5) When the nominating committee is establishing a list of qualified candidates for proposed appointment as directors, it shall have regard to the desirability of having on the board of directors a sufficient number of directors with proven financial ability or relevant work experience such that the Board will be able to effectively achieve its objects.

  • 1999, c. 34, s. 10
  • 2003, c. 22, s. 225(E)
  • 2005, c. 10, s. 34

Marginal note:Reappointment of directors

  •  (1) A director is eligible for reappointment for one or more additional terms of office.

  • Marginal note:Removal

    (2) The Governor in Council may remove a director for cause.

  • Marginal note:Continuation in office

    (3) If no person is appointed to take office as a director on the expiry of the term of an incumbent director, the incumbent director continues in office until a successor is appointed.

  • Marginal note:Vacancy

    (4) If a person ceases to be a director during the term for which the person was appointed, the Minister shall consult the list established by the nominating committee and shall appoint a qualified person to hold office as a director for the remainder of the term.

Marginal note:Remuneration of directors

 A director is entitled to receive from the Board the remuneration that may be fixed by the by-laws, which remuneration shall be fixed having regard to the remuneration received by persons having similar responsibilities and engaged in similar activities.

Marginal note:Resignation

  •  (1) The resignation of a director becomes effective at the time the Board receives a written resignation or at the time specified in the resignation, whichever is later.

  • Marginal note:Copy of resignation

    (2) The Board shall send a copy of a director’s resignation to the Clerk of the Privy Council within 15 days after receiving it.

Chairperson

Marginal note:Chairperson

  •  (1) The Governor in Council shall, on the recommendation of the Minister after the Minister has consulted with the board of directors, the Minister of National Defence and the Minister of Public Safety and Emergency Preparedness, designate one of the directors as Chairperson to hold office during good behaviour.

  • Marginal note:Removal

    (2) The Governor in Council may remove the Chairperson for cause.

  • Marginal note:Presiding at meetings

    (3) The Chairperson shall preside at all meetings of the board of directors and may exercise the powers and perform the duties and functions that are specified by the board of directors.

  • Marginal note:Replacement of Chairperson

    (4) If the Chairperson is absent at any meeting of the board of directors, one of the directors present who is chosen to so act by the directors present shall preside and have all the powers, duties and functions of the Chairperson.

  • Marginal note:Incapacity of Chairperson

    (5) If the Chairperson is incapable of performing his or her duties or there is a vacancy in the office of Chairperson, the Minister may designate another director to exercise the powers and perform the duties and functions of the Chairperson.

  • Marginal note:Remuneration of Chairperson

    (6) The Chairperson is entitled to receive from the Board the remuneration that may be fixed by the by-laws, which remuneration shall be fixed having regard to the remuneration received by persons having similar responsibilities and engaged in similar activities.

  • 1999, c. 34, s. 14
  • 2005, c. 10, s. 34
 
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