Investment Committee Terms of Reference

Members

Chair René Douville
Peter Harder

Introduction

Genome Canada’s Investment Committee has been established to assist the Board of Directors in fulfilling its legal and fiduciary obligations with respect to matters involving the investment management of any funds at the disposal of Genome Canada.

The Investment Committee is a permanent committee of the Board of Directors, and has been given the authority, responsibility and specific duties as described below.

Authority

The Investment Committee is constituted pursuant to bylaw 7 (article 1), bylaw 9 and Article 4 (sections 4.2) of the Amended and Restated Funding Agreement signed as of March 30, 2005 between Genome Canada and Industry Canada.

Membership

Membership composition of the Investment Committee shall consist of a minimum of three members, including the Chair of the Investment Committee. The Chair and members shall be members of the Board of Directors, appointed by the Board of Directors upon receipt of advice from the Election Committee. The composition of the Investment Committee shall consist of a majority of independent directors. For the purposes of these terms of reference, a member is independent if they are free of any business or other relationship which could materially interfere with the exercise of their independent judgment, subject to appropriate disclosure, as the case may be.

All or some members of the Investment Committee shall be financially literate[1] and at least one member shall have accounting or related financial management expertise.

The President and CEO is an ex-officio, voting member of the Investment Committee. The Vice President Finance and Chief Administrative Officer are ex-officio, non-voting members of the Investment Committee.

Terms

Members shall normally be appointed for a term of two (2) years, renewable.

Meetings

The Investment Committee shall meet (either face-to-face meeting or by conference call) at least four (4) times a year, with additional meetings called at the request of the Chair or a member of the Investment Committee, an officer of Genome Canada, or the Chair of the Board of Directors.

Quorum

Quorum shall be a majority of its members present at the meeting, in person or by telephone.

Mandate

The Investment Committee is mandated by the Board of Directors to provide direction, oversight and advice with respect to matters involving the investment management of any funds at the disposal of Genome Canada, including the formulating of investment policies and implementation strategies with respect to Genome Canada’s investments.

Roles and Responsibilities

The roles and responsibilities of the Investment Committee are as follows:

  • Review annually the Statement of Investment Policy
  • Review annually the Investment Strategy (defined as the style of investment management, such as active versus passive managers, as well as specific investment instruments that would be used)
  • Monitor the implementation of the Investment Strategy, including assets mix, assessment of risk in respect of investment management, performance against appropriate, aggregate benchmarks, and specific investments outside of the delegated limits
  • Review and evaluate Management’s procedures for monitoring compliance with the Statement of Investment Policy and Investment Strategy
  • Monitor compliance by the external investment advisors and portfolio managers who have discretionary authority to invest Genome Canada funds
  • Review, as required, compliance with laws and regulations having to do with investment matters
  • Recommend to the Board of Directors the engagement of one or more independent, external investment advisors, as well as one or more professional portfolio managers to invest the funds against agreed to performance objectives
  • Retain, as required, independent counsel, accountants or other specialist to advise the Investment Committee
  • Respond to any matter that may be referred to the Investment Committee by Board of Directors, and act according to the nature of the referral.
  • Respond to any matter that may be referred to the Investment Committee by Board of Directors, and act according to the nature of the referral.
  • On an annual basis, review the Investment Committee’s mandate and terms of reference

Reporting

The Chair of the Investment Committee will normally report at each meeting of the Board of Directors on all of its proceedings and recommendations since the last meeting of the Board of Directors. Minutes of meetings will be submitted to the Board of Directors for purposes of information.

History

The Terms of Reference of the Investment Committee were:

  • Adopted by the Board of Directors on December 7, 2006
  • Reviewed and amended by the Board on June 17, 2010

[1] Definition of financially literate is to have the ability to read and understand fundamental financial statements (balance sheet, an income statement, a cash flow statement and the notes attached thereto), and the ability to ask probing questions about the organization’s financial risks and accounting (TSX definition)

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