Board Committees and Policies

2023

• 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 senior management and auditors to review the financial statements and makes recommendations to the board. At the September meeting each year, the committee meets with the auditor to review the audit plan approach, ask questions and approve 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. The committee recommended, and the board subsequently approved, an increase in the operating reserve fund target to reflect organizational growth and budgetary requirements.

• Review of 2024 budget
  At the September committee meeting each year, the committee members review the budget proposed by senior management, ask questions and provide their input. OBSI’s 2024 budget included contingent planning for OBSI’s potential designation as the single ECB for all Canadian banks, as preparation for this transition involves significant anticipatory growth.

• Pension governance
  The committee also oversees OBSI’s defined benefit pension plan, defined contribution pension plan, and post-retirement medical plan. The committee reviewed the pension plan’s structure, staff participation, information on member communication and plan education.

2022

• New committee chair
  Carmela Haines was appointed the new committee chair at the Annual General Meeting in March, replacing
  Bharat Mahajan who remains on the committee.
  
  
• 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 senior management and auditors to review the financial statements and makes recommendations to the board. At the September meeting each year, the committee meets with the auditor to review the audit plan approach, ask questions and approve the auditor and audit fees for the upcoming fiscal year.
  
  
• Review of reserve fund
  Each year, senior management completes an operating and capital 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 2023 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. The committee reviewed the pension plan’s performance, staff participation, information on member communication and plan education.
  
  
• Policy review
  In 2022, the committee reviewed amendments to the Financial Controls policy.

2021

• 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 senior management and 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.
  
  
• Audit services review
  The committee asked senior management for request proposals for audit services from qualified public accounting firms during the year. Following a review and analysis of the proposals presented by senior management, the committee recommended Grant Thornton as auditor for fiscal 2021 to the board for acceptance.
  
  
• Review of 2022 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. The committee reviewed the pension plan’s structure, staff participation, information on member communication and plan education. 

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

2023

• New committee chair
  Jill Hugessen was appointed the new Governance and Human Resources Committee chair at the Annual General Meeting in March, replacing Ronald Smith who remains on the committee.

• Policy review
  Every quarter, the committee reviews a range of policies and matters. Some examples this year included: Privacy Policy Certification and Report, Whistleblower Policy, the Employee Code of Conduct, and the Committee Mandate.

• 2023 external board evaluation
  The committee retained an external expert to conduct a formal board evaluation, reviewed and assessed the results, and consulted with the full board to discuss strategies for strengthening board performance.

• New board compensation model
  Following a review and report by an external third party regarding OBSI’s board compensation model, the committee recommended, and the board subsequently approved, a change to a flat fee model, with fees to be paid quarterly. The new fee model was applied during the year. It was agreed that all directors should be eligible for compensation, including industry directors. Starting January 1, 2024, all directors will have the option to accept compensation for their service on OBSI’s board.

• Nominations committee for new board members
  The committee established a nominations sub-committee to lead the director recruitment process to fill four director vacancies expected in early 2024 as multiple directors reach their term limits.

• Governance review
  A working group was established to prepare for the governance consultation that started November 1, 2022. The consultation closed on January 31, 2023. The board announced its decisions and updates to its governance structure in June 2023.

• Terms of Reference change
  Amendments were made to OBSI’s Terms of Reference to implement the governance changes outlined above.

2022

• Policy reviews
  Every quarter, the committee reviews a range of policies and matters. Some examples this year included: Privacy Policy Certification and Report, Whistleblower Policy, Directors Terms, the Director Code of Conduct, the Director Charter of Expectations, the Director Orientation and Education Policy, the New Director Orientation Program, and the Committee Mandate.
  
  
• Board evaluation
  The committee completed and assessed the results from it annual board self-evaluation survey and developed plans for an independent, external review to be completed in 2023.
  
  
• Compensation review
  The committee reviewed a benchmarking study by an external third party regarding OBSI’s employee compensation program to effectively support employee recruitment, retention, and engagement.
  
  
• Governance review
  The committee considered the recommendations in the 2021 independent evaluation of OBSI’s investments and banking mandates related to governance, which called for the board to undertake a strategic review of its governance structure and consider alternative ways to gather input from consumer and industry stakeholders, including considering the
  role of the CIAC. The board accepted this recommendation and established a working group to prepare for the governance consultation that started November 1, 2022.

  The consultation closed on January 31, 2023. The board plans to announce its decisions and any updates to its
  governance structure in 2023.

• Terms of Reference change
  An amendment was made to OBSI’s Terms of Reference to respond to changes to the Bank Act and Autorité des marchés financier (AMF) rules related to complaint handling timelines.

2021

• Policy reviews
  Every quarter, the committee reviews a range of policies and matters. Some examples this year included: the board chair selection policy, the committee chair selection and term policy, the board member and committee chair terms, the board skills matrix, committee structures and mandates, privacy policy certification and report, succession planning and board education opportunities.
  
  
• Board renewal
  Board renewal is an important and ongoing focus for the committee. The committee went through an intensive search  process during the year to identify and recommend a new community director who was to be nominated as the next Chair of OBSI’s Board of Directors at the Annual General Meeting in March 2022.

  The committee also reviewed and recommended appointments for representatives of the Canadian Bankers Association (CBA) and the Investment Industry Regulatory Organization of Canada (IIROC) to become industry directors.

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

¹ Resigned

¹ Term as Chair ended 2022 AGM

² Appointed Chair 2022 AGM

¹ Appointed in Q2

² Resigned

Note: Maureen Jensen was appointed to the board on September 23, 2021.

¹ Appointed in Q2

² Appointed in Q4

³ Term completed

⁴ Resigned

¹ Resigned

² Nominated June 2019

¹ Nominated February 2018

² Term ended 2018 Annual General Meeting