C. P. MacDonald, Q.C. (Chair) B. Andriachuk (Vice Chair) W. Chapin C. Roszell B. McInnes P. Marsden E. Noel-Bentley R. Rosychuk S.

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1 ALBERTA PENSIONS SERVICES CORPORATION BOARD OF DIRECTORS MINUTES HELD on Tuesday, September 18, 2018 and Wednesday, September 19, 2018 at the offices of Alberta Pensions Services Corporation, 3 rd Floor Boardroom, 5103 Windermere Blvd. SW, Edmonton, Alberta. DIRECTORS PRESENT: PRESENT AS SHAREHOLDER REPRESENTATIVE: PRESENT AT THE REQUEST OF THE BOARD: C. P. MacDonald, Q.C. (Chair) B. Andriachuk (Vice Chair) W. Chapin C. Roszell B. McInnes P. Marsden E. Noel-Bentley R. Rosychuk S. Patershuk D. Hedley, Assistant Deputy Minister, Treasury Board and Finance D. Bozek, Chief Executive Officer D. Woloshyn, Vice President, Finance and Chief Financial Officer T. Janzen, Vice President, Human Resources and Organizational Development D. Booth, Vice President, Information Services and Technology T. Mann, Vice President, Pensions Services S. Amyotte, Corporate Secretary 1. Call to Order The Chair declared the meeting to be regularly called and properly constituted for the transaction of business at 8:00 am. 1.1 Chair s Message The Chair welcomed Brenda McInnes to the Alberta Pensions Services (APS) Board as an Independent director, and Shannon Patershuk, as the Management Employees Pension Board Representative. The Chair congratulated returning directors Ward Chapin and Roger Rosychuk on their reappointments for another term on the APS Board. The Chair affirmed his commitment as the new Board Chair and shared his values and principles for the role. He expressed his appreciation for the standards of governance demonstrated by the APS Board of Directors and Management. The Board and Management responded with their congratulations to Colin P. MacDonald on his appointment as Chair of the Board. Minutes Board of Directors Meeting September 18-19, 2018 Page 1 of 5

2 The Chair paid tribute to the leadership and service of past Chair, Rosemarie McClean, and the Board passed the following motion: Be it resolved that the Board expresses its appreciation to Rosemarie McClean for her dedicated service and significant contribution to the Alberta Pension Services Corporation and to its Board both as a Director for the past 10 years and Chair of the Board for the past 18 months. A certified copy of the resolution will be forwarded to Rosemarie McClean with the Board s appreciation. 1.2 Appointment of a Meeting Monitor The Chair led a discussion on the meeting monitor process, and the Board recommended the practice be replaced with a round table discussion on the effectiveness of the Board meeting at the in-camera session at the end of each meeting. 2. Consent Agenda The Board reviewed the items in the Consent Agenda. That the Board of Directors Consent agenda be approved as distributed. 3. Incidental Information to the Board Various correspondence and other information was made available to the Board. No items were removed for further discussion. 4. Approval of the Agenda That the Board of Directors meeting Agenda for September 18-19, 2018 be approved as presented. APS staff, except the CEO, left the meeting at 8:10 am. 5. CEO Report In-camera session with the CEO The Board held an in-camera session with the CEO from 8:10 to 8:45 am. D. Hedley left the meeting at 8:45 am. The Corporate Officers and APS Staff rejoined the meeting at 8:55 am. M. Reid, Vice President, CEM Benchmarking joined the meeting at 8:55 am. 6. CEM (Cost Effective Measurement) Benchmarking The Vice President, CEM Benchmarking presented a summary of the 2017 survey results compiled from APS participation in the national survey. The Board was provided with information on the detail and comprehensive scope of the survey, and the value of the survey as a good indicator to validate APS performance. The Board reviewed comparisons of APS costs and service levels relative to its peer group, which consists of eight pension administrators closest to APS membership size. Reported 2017 results included APS cost per member of $175, which was $43 below the peer average, and a service score of 83, above the peer median of 82. The presentation included an analysis of factors impacting APS results which included the high level of complexity of APS pension plans administration in relation to its peers. The Board noted that APS service scores have been trending upward for several years, showing an improvement of 12 points since The Vice President, CEM Benchmarking reviewed some global trends in pension industry services which include increased communications and technological tools to engage clients, and the use of enhanced data Minutes Board of Directors Meeting September 18-19, 2018 Page 2 of 5

3 analytics. He noted that APS is considered a leader in analytics and has presented its program to its peers in the CEM Benchmarking forum. M. Reid left the meeting at 9:45 am. R. Narine, Chief of Staff to the President and CEO joined the meeting at 9:55 am. 7. Business Plan The Chief of Staff presented management s proposal for the APS Business Plan framework, which incorporates the strategic objectives of the APS Five Year Strategic Plan, and provides clarity and purpose for the efficient and effective delivery of services to its clients. The Chief of Staff described the collaborative process and client consultation used in developing the business plan framework, and highlighted elements of the proposed plan. The business plan will be supplemented by divisional plans comprised of projects and operational work, which will be monitored by key performance indicators. Six new focus areas will be added to eight existing focus areas from the previous business plan, which together will concentrate on the delivery of excellent client service through continuous consultation and collaboration with APS clients and stakeholders. The Board discussed the proposed changes to the Business Plan and made some recommendations. Next steps in development of the business plan were outlined. R. Narine left the meeting at 10:35 am. The Vice President, Finance and CFO reviewed the budget considerations in support of the Business Plan initiatives. The Board was informed of the environmental factors APS is currently monitoring and the impacts each of the factors would have on the budget. He advised that more certainty would be determined in the fourth quarter. The final draft of the Business Plan and Budget will be provided to the Board for approval at the November board meeting. Human Resources Committee The Board resolved into the Human Resources Committee at 11:00 am. The Human Resources Committee Chair assumed control of this portion of the meeting. Audit Committee The Board resolved into the Audit Committee at 1:00 pm. The Committee Chair assumed control of this portion of the meeting. Governance Committee Meeting The Board resolved into the Governance Committee at 2:40 pm. The Governance Committee Chair assumed control of this portion of the meeting. The Board meeting resumed at 3:40 pm, and the Board Chair assumed control of the meeting. T. Diakow, Executive Director, Client Services and N. Dorward, Manager, Employer Services joined the meeting at 3:40 pm. 8. Board Education The Executive Director, Client Services and the Manager, Employer Services, presented an overview of APS management of employer compliance with pension legislation. The program includes the use of independent auditors, analysis of results, and continuous enhancements to employer education. T. Diakow and N. Dorward left the meeting at 4:00 pm. Minutes Board of Directors Meeting September 18-19, 2018 Page 3 of 5

4 The Board meeting for September 18, 2018 recessed at 4:05 pm. The Board held a working dinner with an educational speaker from 5:00 8:00 pm. The Board meeting resumed at 8:00 am on September 19, 2018 with the Board Chair in control of the meeting. D. Hedley, Minister s Representative rejoined the meeting at 8:00 am. C. Trollope, MNP LLP Consultant joined the meeting at 8:00 a.m. M. Berezowsky, Executive Director, Corporate Communications and K. Fariday, APS Business Resilience Analyst joined the meeting at 8:00 am. 9. Crisis Resilience Exercise The Board reviewed APS incident response plan with APS Business Resilience Analyst, and a supplementary Board and management response plan with the external consultant. The Board applied the plans to several scenarios, and made several recommendations. C. Trollope, M. Berezowsky and K. Fariday left the meeting at 9:40 am. Operational Risk Committee The Board resolved into the Operational Risk Committee at 9:45 am. The Operational Risk Committee Chair assumed control of this portion of the meeting. The Board meeting resumed at 11:15 am, and the Board Chair assumed control of the meeting. At the request of the Chair, agenda item 11. Report from Alberta Treasury Board and Finance was moved ahead of agenda item Report from Alberta Treasury Board and Finance The Assistant Deputy Minister, Treasury Board and Finance, provided the APS Board with several Alberta Treasury Board and Government of Alberta updates applicable to APS, including the status of the Enterprise Resource Planning (ERP) initiative and timeline. D. Hedley left the meeting at 11:30 am. 10. Code of Conduct Update The Vice President, Human Resources and Organizational Development provided an update on the timeline for implementation of the amended Board and Employee Codes of Conduct which were approved by the Office of the Ethics Commissioner. 12. Committee Recommendations The Board considered the recommendations from the Committees and passed the following motions: That, based on the Audit Committee recommendations, the Board approve the: 1. Q Quarterly Report to the Minister, including the unaudited financial statements. That, based on the Governance Committee recommendations, the Board: 1. approve the Board and Committee governance structure proposal which was presented in the Governance Committee briefing, as amended. 2. approve terminating the Operational Risk Committee effective September 19, approve the Board Governance Policy GP-4 Board Committees, as amended. 4. approve a contract for director evaluations with consultant John T. Dinner, not to exceed $13, delegate the Board and Committee positions as follows: Board Vice Chair: Bonnie Andriachuk Minutes Board of Directors Meeting September 18-19, 2018 Page 4 of 5

5 Governance Committee Chair: Colin MacDonald Governance Committee Vice Chair: Bonnie Andriachuk Human Resources Chair: Bonnie Andriachuk Human Resources Vice Chair: Peter Marsden Audit Committee Chair: Roger Rosychuk Audit Committee Vice Chair: Claudia Roszell Audit Committee Member: Ward Chapin Audit Committee Member: Brenda McInnes 13. Items Removed from Consent Agenda and Incidental Information Sections No items were removed from the Consent Agenda or the Board Incidental Information for further discussion at the meeting. 14. APS External Communication Plan The Board reviewed management s communication plan for the Board meeting s key messages and decisions to external clients and stakeholders. That the Board of Directors approve the September 2018 meeting external communication plan. APS Staff left the meeting at 11:50 am. 15. Board Governance (In-Camera Session) The Board held an in-camera session. The Board held its regular discussion on the effectiveness of the meeting. Directors were requested to complete the on-line meeting evaluation. Termination The Chair declared the meeting length to be 12 hours for September 18 and 4 hours for September 19, There being no other business, the meeting terminated at 12:00 pm. [original signed by] Chair of the Board [original signed by] Corporate Secretary November 27, 2018 Minutes Board of Directors Meeting September 18-19, 2018 Page 5 of 5