Members: Sharon Sallows, Chair; Rod Albert, Jill Denham, Helen Kearns, Louis Martel

The Governance Committee reviews the system of corporate governance including the mandates for the board, its chair and committees, the nominees for membership and chair of each of the board's committees, best practices for plan governance and the effectiveness of the board and its committees.

Throughout, “OTPP” refers to the corporate organization, the Ontario Teachers' Pension Plan Board, and “board members” refers to the members appointed to the OTPP.

Authority
The OTPP is responsible for its governance.

The Governance Committee is a standing committee established to assist the OTPP in fulfilling its governance responsibilities.

In instances where a majority of the members of the Committee believe that it is necessary in order to properly discharge its responsibilities to obtain the advice of outside experts, the Committee shall engage the necessary experts.

Responsibilities

1. To review and report to the board members at a minimum every two years concerning the OTPP’s system of governance including:
   1. The mandate of the OTPP;
   2. The position description of the Chair of the OTPP;
   3. The terms of reference of each standing committee;
   4. Nominees for each of the standing committees and the chairs of each committee reflecting rotation of committee members and chairs where practical;
   5. The effectiveness of each of the OTPP’s committees as well as the board members as a group, and the contributions of individual board members;
   6. The disclosure of the system of governance and the operation of the system to stakeholders;
   7. Benchmarking and adapting best practices for governance;
   8. The Code of Business Conduct for the board and committee members and the OTPP employees; and
   9. The education of board members.
2. To carry out such other tasks, consistent with the above matters, as directed.

Position Description for Chair of Governance Committee
The Chair of the Committee shall:

1. Provide leadership to enhance the Committee’s effectiveness by
   1. ensuring that the areas of responsibilities of the Committee and management are understood and respected by both; and
   2. overseeing the discharge of the Committee’s responsibilities including its reporting to the board members.
2. Act as the liaison between the Committee and management by working with the Chief Executive Officer or his delegatee
   1. to carry out the annual calendar of the Committee’s business;
   2. to set the agenda for each Committee meeting; and
   3. to ensure that proper information is brought to the Committee including regular management reports and documentary materials in support of management’s proposals.