Investment Committee Charter

1. Purpose

The purpose of the Investment Committee (Committee) is to assist the Workplace Safety and Insurance Board (WSIB) Board of Directors (BOD) in fulfilling its investment and strategic oversight responsibilities for the WSIB.

The Committee provides advice and assistance to the BOD on issues relating to the administration of the investments of the Insurance and Loss of Retirement Income Funds (collectively, the “Funds”) as well as investments of the WSIB Employees’ Supplementary Pension Plan (ESPP) if applicable.

2. Scope

This charter of the Committee describes the authority and responsibilities of the Committee. This charter of the Committee is implemented in accordance with the Delegation of Investment Authority. The charter should be read in conjunction with the Corporate Governance Policy and the Enterprise Governance Framework.

3. Authority of the Committee

3.1. In accordance with and to supplement the Statements of Investment Policies and Procedures (SIPPs), the Committee has authority to approve investment policies, specifically:

3.1.1. A policy that specifies the total Funds’ benchmark, relative performance targets (value-add and risk) and allocations to the Investment Management Corporation of Ontario’s (IMCO) investment strategies.

3.1.2. Other investment policies as determined necessary or appropriate by the Committee.

3.1.3. Transition plans where required by the SIPPs to achieve the asset mix policies set out in the SIPPs.

3.2. The Committee has authority to approve the appointment of a securities lending agent, if the securities lending agent is different from the Custodian.

3.3. Other

The Committee may, with the approval of the Chair and a resolution by the BOD, appoint sub-committees as needed.

The Committee has the authority, with the agreement of the Chair of the BOD, to engage independent counsel and other advisors as it determines necessary or desirable to carry out its duties and to set and pay the compensation for them.

In performing its functions, the Committee is entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors. 

4. Access to the Committee

4.1. The Chief Financial Officer and Senior Vice President and Chief Investment Officer will act as the primary resources to the Committee.

4.2. The Committee Chair may reach out through the Chair’s Office and the President and CEO’s Office to access additional executive support and/or information as required. 

5. Composition, skills and competencies

5.1. The Committee shall consist of a minimum of three members of the BOD. The Chair of the BOD and the President and CEO are members of the Committee.

5.2. Collectively, the members of the Committee should have:

5.2.1. Financial literacy, in order to read and understand reports and presentations on the financial status, performance and management of the Funds.

5.2.2. Understanding of investment risks and opportunities as they pertain to the insurance industry or workers’ compensation system.

5.2.3. Experience and knowledge in investment matters, which preferably include previous oversight of an investment function.

5.2.4. Understanding of asset liability management principles.

6. Meetings

6.1. Frequency of meetings

The Committee will meet three times a year at minimum and more frequently as circumstances dictate.

6.2. Quorum

6.2.1. The majority of the BOD members appointed to the Committee constitute a quorum for the transaction of business. A decision of the majority is the decision of the Committee.

6.2.2. The Committee Chair may request a deferral of an agenda item if external advisors are not present.

6.3. In Camera sessions

The Committee Chair and the members of the Committee may meet without any members of management or any other persons present except as deemed necessary by the Committee Chair.

6.4. Other

Additional information relating to Committee meetings is set out in the Corporate Governance Policy.

7. Role of the Committee Chair and Vice-Chair

The role of the Committee Chair and Vice-Chair defined in the Corporate Governance Policy.

8. Responsibilities of the Committee

The specific functions of the Committee are:

8.1. Investment governance

8.1.1. The Committee recommends to the BOD: Amendments to, assignment, unlocking or termination of the Implementation and Support Agreement between IMCO, WSIB and Ontario Pension Board, excluding amendments to the schedules thereto. Amendments to, assignment, unlocking or termination of any of the Investment Management Agreements for the Funds between IMCO and WSIB, excluding amendments to the schedules thereto. Delegation of Investment Authority. SIPPs, including the asset mix policy for each of the Funds, and any warranted amendments to the SIPPs in light of fundamental changes to the Funds’ or the ESPP’s liabilities, capital markets, applicable regulations, or other relevant factors. Any private market investments that would result in or add to an investment (including any known existing commitments) exceeding 2% of the market value of the respective Fund at the time of purchase.

8.1.2. The Committee approves: Investment policies, as listed or referenced in section 3.1 above. Appointment of the securities lending agent, if the securities lending agent is different from the Custodian.

8.2. Investment performance reporting

8.2.1. The Committee reports to the BOD on the: Financial status and performance of the Funds. Performance of IMCO and all WSIB-appointed agents not supervised by IMCO.

8.3. Other functions of the Committee

8.3.1. The Committee provides input to the Chief Financial Officer on the performance evaluation of the Senior Vice President and Chief Investment Officer as primary resources to the Committee.

8.3.2. The Committee receives for its information notices of appointments of one or more custodians to hold the investments in the Funds in safekeeping; such appointments are made on the recommendation of the Audit and Finance Committee and the approval of the BOD.

8.4. Committee role in risk management

The Committee will assess any risks that are specific to its mandate and address those risks or forward them to the Governance Committee for consideration.

9. Committee charter review

The charter of the Committee is reviewed annually by the Committee.

January 2023