Human Resources & Compensation Committee
	Authority The Human Resources & Compensation Committee (HRCC) is a standing committee of the Board. The HRCC assists the Board in fulfilling its governance responsibilities by providing oversight and recommendations on matters pertaining to the Chief Executive Officer and executive succession, all forms of compensation, performance results, employee relations and overall human resources strategy, policies and practices. The HRCC may engage outside experts when their advice is required to properly discharge its responsibilities to the Corporation. The committee chair shall engage the necessary experts and the Board shall be kept informed of both the selection of the experts and their advice. Board members may reserve the right to access more detailed information beyond that contained in the HRCC reports and recommendations. Responsibilities Chief Executive Officer (CEO): • Develop a description of duties and responsibilities. • Conduct due diligence and recommend appointments to the CEO position. • Review and recommend compensation, employment and retirement arrangements for the CEO. • Annually review CEO performance against established objectives and benchmarks. • Annually review and recommend CEO compensation payments. Executive Succession: • Conduct an annual succession review for all key executive positions. • Review executive assessments and personal development plans. • Review and recommend all executive hires and appointments at the vice-president level, and above. • Review, at a minimum every three years, the duties and responsibilities for executive level positions. • Review management’s assessment of human resource risks. Compensation and Benefits: • Review and recommend compensation policy position statements. • Review and recommend all new or amended incentive plan structures and supplemental retirement benefit arrangements. • Review and recommend changes to OTPP-sponsored and administered benefit policies and programs. • Annually review and recommend all forms of compensation payments for executives reporting directly to the CEO, the Executive Vice-President, Investments and the Group Senior Vice-President, Investment Product. • Annually review and recommend aggregate merit increase and incentive payments for all management incentive plan structures. • Annually review and recommend compensation disclosure for executives in the Annual Report. • Monitor market trends in compensation and benefits including regulatory requirements relating to executive compensation and human resources governance matters. • Employ external consultants to conduct market analysis, as required. • Annually review bargaining unit incentive payments. Performance Results: • Annually review corporate and divisional performance against established objectives and recommend a corporate performance rating to the Board. • Annually review total fund and each investment department’s performance against established benchmarks and performance thresholds. • Annually review the individual performance for executives reporting to the CEO, the Executive Vice President, Investments and the Group Senior Vice President, Investment Product. Organization: • Review and recommend material organization and structural changes. Employee Relations: • Review and recommend labour relations negotiation strategy parameters, as required. • Annually review the activities of the Human Resources and Public Affairs Division. Self-Assessment: • Complete biannual self-assessment of the HRCC performance. • Complete biannual review of the HRCC terms of reference and recommend changes, as necessary. Role of the Committee Chair: • Ensure that the roles and responsibilities of the HRCC and management are understood and respected by both. • Oversee the discharge of the HRCC’s responsibilities as outlined on the terms of reference and annual calendar. • Ensure timely reporting of HRCC recommendations and findings to the Board. • Set the agenda for and preside over HRCC meetings. • Ensure that the necessary reports and materials are provided to support management’s proposals. • In consultation with the Chair of the Board monitor compensation trends for Board members and recommend changes, as required.

	Posted April 2008	TOP