Investment Committee

Terms of Reference

1. Authority

The Investment Committee is established by the Board of Governor under section 10 (e) of the Act (1965) and made an Administrative Committee pursuant to section 5 of the By-Laws of the Board of Governors.

2. Purpose

The Investment Committee provides advice and oversight to the Board and the University regarding investment responsibilities for all invested funds, including both endowed and non-endowed assets, except for the Pension Fund and Student Investment Fund.

3. Duties and Responsibilities

In that regard of its purpose, the Investment Committee carries out the following duties and responsibilities::

1. Review periodically the University’s investment policies and procedures and recommend revisions for approval by the Board, considering the investment-related risks and returns and respective investing time horizons, as appropriate, for endowed assets and non-endowed assets. For the Endowment Fund, the Statement of Investment Policy and Procedures (SIP&P) will be reviewed at least annually.
2. Review and recommend to the Board from time to time for approval the University’s Policy on Sustainable Investment.
3. Consider and approve asset allocation and investment classes in accordance with the SIP&P and other University investment policies and procedures.
4. Oversee the University’s investment of endowed and non-endowed assets.
5. Appoint, monitor the performance of, and take actions as appropriate regarding, external asset managers and external advisors.
6. Oversee the University’s investment of endowed and non-endowed assets.
7. Monitor and report to the Board the performance and growth of the sinking fund to meet debentures repayment goals and inform the Finance and Audit Committee of relevant developments
8. Undertake such other duties as may be requested by the Board from time to time.

4. Composition

4.1 Committee Chair

1. The Board of Governors shall appoint a Chair of the Committee from among its external members.
2. The Chair of the Committee shall chair meetings of the Committee and has all of the authority, rights and responsibilities normally incumbent on a Committee Chair under generally accepted rules of order in Canada.
3. In absence of the Chair of the Committee, the Committee may appoint an acting Chair, normally from external members, who shall have all the authority, rights and responsibilities of the Committee Chair for a given meeting.

4.2 Committee Compliment

4.2.1 Committee Members

1. Consistent with its mandate, the majority of Investment Committee members should be individuals with proven expertise in investment concepts and activities applicable to public sector organizations. In addition to the commitment expected of all Board committee members, Investment Committee members should:
   • Be or become knowledgeable about the University’s investment objectives for its funds.
   • Act in the best interests of the University in consideration of, but is not limited to, portfolio construction, risk management, performance measurement, and spending policies of invested funds.
   • Exercise the skills, diligence and degree of care expected of those responsible for a public sector organization’s investment funds. At least four (4) members appointed by the Board from among the external members of the Board, including the Chair of the Committee.
2. The Committee shall have no fewer than eight (8) members including:
   • At least four (4) members appointed by the Board from among the external members of the Board, one to be appointed by the Board as Chair of the Committee.
   • The Chair of the Board of Governors, ex-officio voting member.
   • No more than three (3) internal Board members from among student, Senate and non-academic members.

4.2.2 Appointment of Members and Skills Matrix

The Committee shall undertake yearly a review of its skills matrix and, concordantly, recommend to the Board the appointment or renewal of external Committee members, including the Committee Chair. Committee members should possess skills and backgrounds that align with the Committee’s mandate.

4.3 Vacancies

If, due to a vacancy or vacancies, the Committee complement falls to less than eight (8) voting members, the Chair, in consultation with the Chair of the Board, may appoint interim external members to bring the Committee’s complement to eight (8) voting members. Such interim external members sit will full rights and privileges until the next regular meeting of the Board of Governors, at which they are either confirmed as a regular member or replaced through the appointment by the Board of another external member of the Board.

4.4 Executive Support

The Vice-President Finance and Administration shall report and provide support to the Committee in submitting, in coordination with the Secretary, reports, advice and recommendations in keeping with the Committee’s mandate.

4.5 Standing Invitations

The Vice-President Finance and Administration has a standing invitation to attend meetings of the Committee.

4.6 Secretary

1. The Secretary of the Board or their designate shall be the Secretary of the Committee.
2. The Secretary will prepare, in consultation with university executives and in coordination with the Chair of the Committee, the agenda and all documentation in support of items of business on the Committee’s agenda and will keep records of the Committee’s business. Minutes of meeting prepared by the Secretary are normally approved under the consent  agenda at the next regular meeting.

5. Term of Office

5.1 Duration of Term and Renewal

The term of office of the Chair of the Committee and external members of the Committee shall be for two years from the effective date of their appointment as established by the Board and shall be renewable for successive two-year terms until the expiration of their term as external members of the Board.

5.2 Cessation of Term

A member of the Committee ceases to be a member upon the expiration of their term on the Board.

The Committee Chair or the Committee may request that a member step down from the Committee where a persistent conflict of interest, that cannot be resolved by occasional recusation, renders their term on the Committee untenable.  Where a member has not stepped down from the Committee upon a request from the Chair or the Committee that they do so, the Chair of the Committee or the Committee may request of the Board of Governors that the member be removed from the Committee.

6. Meetings

6.1 Quorum

The quorum of Committee meetings is three (3) members, including at least two (2) external members, that may include the Committee Chair.

6.2 Agenda

The Agenda of the Investment Committee normally includes the following items:

1. Remarks from the Chair
2. Remarks from the President of the University
3. Investment updates and approvals
4. Other Business
5. Consent Agenda
   • Investment Performance Summary
   • Endowment Fund Dashboard
   • Investment monitoring reports
   • Treasury reports
6. In Camera session

6.3 Frequency

The Committee normally meets three to four times per Governance year, normally in alignment with the meetings of the Pension Fund Board of Trustees..

6.4 Confidentiality

Meetings of the Committee, documents provided in support of those meetings and records of meetings are confidential and kept by the Secretary.

A written report of items discussed by the Committee and decisions taken is presented by the Chair of the Committee at the next open session of the Board of Governors.

6.5 In Camera Sessions

At each regular meeting, the Committee will hold an in camera discussion. The in camera session is limited to Committee members, with university officials attending at the Chair’s invitation.  No decisions are taken in in camera sessions. Any question of import raised in an in camera session that requires action, will be communicated to the Committee Secretary by the Chair.

6.6 Special Meetings

The Chair of the Committee may call a special meeting to discuss a timely matter that cannot wait until the next regular meeting of the Committee.

7. Annual Workplan

Each year, normally in May, the Committee will approve a workplan outlining recuring and predictable items for consideration for the coming governance year.  The Committee’s workplan will be reviewed for coherence with other committee workplans by the Governance, People and Culture Committee and approved by the Board of Governors, normally in June, with effect the following July 1.

8. Review of Committee Terms of Reference

From time to time and not beyond five years since the last review, the Committee will review its Terms of Reference and recommend to the Board for approval any modifications thereto. 

Approved by Board of Governors, May 25, 1998
Revised and Approved by the Board of Governors, June 28, 2016
Revised and Approved by the Board of Governors, June 25, 2024

Revised and Approved by the Board of Governors, June 24, 2025