Board Chair Role Description

Board Chair Role Description
OMERS Administration Corporation
The role of the Chair of the Board of Directors (the “OAC Board”) of the OMERS
Administration Corporation (“OAC”) is to facilitate the effective performance of the OAC
The Board Chair plays an instrumental role in:
ensuring effective OAC Board and Management decision-making through the use of
processes and controls to ensure the OMERS Pension Plans are administered and
the plan funds are invested prudently and cost effectively;
fostering an environment where the OAC Board’s governance practices are
recognized for being thoughtful, reflective of the needs of the organization and
industry leading, where appropriate;
aligning OAC Board and Committee actions with the core objectives and strategic
direction of OAC.
The Board Chair role is complex, demanding significant and well-developed skills that
foster a constructive board culture and facilitate effective oversight and a productive
relationship with Management based on partnership and accountability. The Board Chair
position is a voting, non-executive position. The Board Chair serves as a spokesperson
for the OAC Board. The Board Chair is not an officer of the corporation.
Key Responsibilities
(a) Board Effectiveness: The Board Chair has a key role in presiding over OAC
Board meetings, setting the Board agenda, using the time and resources of the
Board wisely, ensuring the will of the Board prevails, that there is maximum support
for decisions of the OAC Board and that its decisions are effectively communicated
and implemented.
(b) Overall Governance Effectiveness: The Board Chair plays a lead role in
implementation of the OAC Board’s governance agenda including OAC’s
Governance Mission, Vision and Governance Principles.
Governance Manual | 2014
Board Chair Role Description
(c) Constructive Relationship with the CEO: The relationship between the CEO and
the Board Chair is of critical importance to the success of OAC and delivering on the
pension promise. The Board Chair facilitates the relationship through regular
meetings with the CEO, and members of management designated by the CEO, with
the objective of maintaining a strong transparent working relationship with the CEO.
(d) OAC Board Skills: The Board Chair works with the OAC Board to ensure
identification of desired OAC Board skills and competencies and with both the OAC
Board and the SC to ensure an effective board nominating process leading to an
OAC Board which combines expertise and teamwork.
(e) Recommendations for Committee Leadership and Membership Roles: The
Board Chair provides advice to the Board on proposed Committee leadership roles,
Committee membership and the term of service for members.
(f) Relationship with the SC: The Board Chair fosters a strong relationship between
OAC and the SC with the objective of ensuring that such relationship is constructive
and efficient.
(g) Stakeholder Communications: The Board Chair reports to the Board through the
Governance Committee on OAC’s overall objectives, processes and communication
channels for communicating with Sponsors, plan members and other stakeholders.
The Board Chair may play a direct role in executing on such plans as agreed with
the CEO.
(h) Government Relations: The Board Chair reports to the Board through the
Governance Committee on OAC’s relationship with the Province of Ontario and
Canada. The Board Chair may play a direct role in executing on such plans as
agreed with the CEO.
Advocate for Defined Benefit Plans: The Board Chair acts as an advocate for
defined benefit pension plans in Canada.
Director and Committee Chair Performance: The Board Chair works with
Committee Chairs to promote meeting efficiency and with individual directors on
individual director performance and related Board performance.
(k) Leadership: The Board Chair advances and articulates the vision of the Board and
its objectives and speaks on behalf of the Board with respect to its decisions.
Governance Manual | 2014
Board Chair Role Description
The specific duties that the Board Chair is responsible for undertaking in support of the
key responsibilities include:
(a) fostering a constructive tone between Directors during meetings including meeting
conduct, decorum and individual director conduct so that the OAC Board works as a
cohesive team proactively addressing and resolving issues;
(b) ensuring that the informational needs of Directors are met as required to ensure
informed and efficient decision-making;
(c) promoting independent thinking and decision-making of the OAC Board;
(d) building consensus among Directors to facilitate decisions, ensuring that all views
are considered during the decision-making process and moving OAC Board
discussions toward a constructive and timely resolution;
(e) focusing on the annual schedule of meetings to ensure appropriate meetings are
scheduled, that meetings end on time and that requests for additional meetings are
constructively challenged;
(f) fostering the Board’s role as an oversight and supervisory body and appropriate
engagement of Management to fulfil its role;
(g) conferring with Management in relation to individual Director activities on behalf of
OAC as requested by Management such as assisting Management with respect to a
business matter and conferring with Directors in connection with requests from
stakeholders for individual Director participation in stakeholder activities such as
responding to stakeholders requests for reports or information on OAC Board
(h) referring new issues to the appropriate Committee for appropriate investigation or
focusing on the Board mandate with respect to matters proposed for Board
consideration consistent with the Board’s responsibilities and performance
objectives; and
keeping the Board informed on activities relating to the Responsibilities outlined in
(f), (g) and (h).
Required Leadership Competencies
The following leadership competencies are required to be an effective Board Chair:
(a) well-developed interpersonal skills and excellent communications skills;
(b) organizational abilities directed at securing results;
(c) wisdom and discernment in managing fluid and dynamic situations;
Governance Manual | 2014
Board Chair Role Description
(d) the ability to facilitate group dynamics and influence and achieve consensus;
(e) tact and diplomacy;
(f) politically adept;
(g) ability to act impartially among Directors and independently from Management and
Sponsors; and
(k) proven capabilities in relation to leadership and achieving results consistent with the
core objectives of OAC.
Board Chair Evaluation
The performance of the Board Chair will be assessed annually using a process whereby
all OAC Board members will have the opportunity for input relative to pre-determined
criteria reflecting this role description.
Effective Date:
June 1, 2014
Approval Dates:
November 23, 2007, November 20, 2008, November 20, 2009;
August 19, 2010, March 23, 2011, March 21, 2012, December
13, 2013, May 22, 2014
Governance Manual | 2014