wind-up correspondence between board and ministers

Appendix 1 Wind-up Correspondence between Board and Ministers

Appendix 2 Delegation of Financial Authority

0

Delegation of Financial Authority Policy

Version 1 – June 17, 2016

Ontario Retirement

Pension Plan

Administration

Corporation

Draft 1 June 17, 2016

1

Contents

Introduction and Purpose ............................................................................................................................. 2

Authorities Delegated to the Board .............................................................................................................. 2

Authorities Delegated to the Chief Executive Officer ................................................................................... 2

Responsibilities of ORPPAC Employees ........................................................................................................ 3

Term of Policy, Adherence & Review ............................................................................................................ 3

Glossary of Terms.......................................................................................................................................... 3


2

Introduction and Purpose This Delegation of Financial Authority policy is established to define the limits of authority designated to

the Board and CEO of the Ontario Retirement Pension Plan Administration Corporation (ORPP AC). The

intention of this policy is to ensure that the correct balance of responsibilities is struck between the

Board and management in the best interests of the corporation.

Authorities Delegated to the Board The Board reserves all decision making authority to itself except to the extent that such power has been

delegated to the CEO. This includes control at all times over its statutory obligations and key strategic

directions and control and monitoring of all issues that may significantly impact the Corporation.

The role of the Board is to govern. Powers specifically reserved for the Board, found in Section 8 of the

Ontario Retirement Pension Plan Administration Corporation Act, 2015, are as follows:

The board of directors may delegate any power or duty to any committee, to any member of the board

or to any officer of the Corporation except the power to,

(a) approve the Corporation’s budget, including the budget for capital expenditures and staffing;

(b) approve the Corporation’s business plan, annual report and financial statements;

(c) establish a conflict of interest policy and procedures for monitoring and managing any conflicts of

interest that arise;

(d) establish a code of conduct applicable to the Corporation’s directors, officers, employees, agents and

other persons;

(e) approve recommendations regarding the remuneration of directors;

(f) appoint a chief executive officer;

(g) set the compensation for officers;

(h) appoint an auditor;

(i) establish committees of the board of directors;

(j) fill a vacancy in a committee of the board of directors;

(k) make, amend or repeal by-laws;

(l) establish a statement of investment policies and procedures and approve other investment policies,

standards and procedures; and

(m) do any other thing as may be prescribed.

Authorities Delegated to the Chief Executive Officer The role of the CEO is to manage, which is broadly to:

Act as the executive officer to the Board, including advising and informing the Board in its

governance role

Work with the Board to reach agreed strategic and business outcomes within the

appropriate budgetary and financial framework


3

Manage all of the day-to-day affairs and activities of the organization within the Board-endorsed

strategic, policy, risk, people and financial framework

As approved, attract, motivate and retain a suitably qualified team of managers and staff

Provide reports, analysis and recommendations to the board as required

Prepare the corporation budget and seek Board approval

Report to the Board or appropriate committee of the Board actual results and variance to the

corporation’s budget

Implement Board decisions

It is specifically acknowledged that the:

CEO is empowered to manage and lead the business on a day to day basis

CEO may delegate authorities to Senior Management members as appropriate

Policy is intended to create the necessary platform to enable the CEO to manage and lead the

business while preserving the Board’s governing role

Responsibilities of ORPPAC Employees All employees should be aware that conduct that violates this policy and the related Guideline is always

considered outside the scope of their employment. Violating the policy and Guideline could significantly

damage the corporation and expose it to unintended legal and commercial liabilities. In addition,

individuals who violate these policies and guidelines are subject to appropriate disciplinary action by the

corporation, including possible termination of employment.

Persons who have employees reporting to them should take all necessary steps to ensure their

employees know and follow the policy and Guideline. All managers should periodically consult with their

staff members to determine that appropriate procedures for implementation of the policy and Guideline

are being followed.

Term of Policy, Adherence & Review This Policy has been approved by the Board and is effective as of XXXX.

ORPP AC will regularly review its adherence to this policy, and will provide information on a quarterly

basis to the Board, or committee of the Board, as applicable. The policy will be reviewed annually, or as

required by the Board or applicable committee.

Glossary of Terms

0

Delegation of Financial Authority Guideline


Ontario Retirement

Pension Plan

Administration

Corporation


1

Contents

Message from the CEO ................................................................................................................................. 2

Introduction and Purpose ............................................................................................................................. 3

Mandatory Requirements ............................................................................................................................. 3

Levels and Permitted Delegations ................................................................................................................ 3

Spending Authority ....................................................................................................................................... 4

Contract Commitments ............................................................................................................................. 5

Invoice Approval Authority ........................................................................................................................... 5

Employee Expense Approvals ....................................................................................................................... 6

Payment Authority ........................................................................................................................................ 6



Appendix: Signing Authority Form ................................................................................................................ 8


2

Message from the CEO

Pursuant to my authority as the CEO of ORPP AC, I hereby establish the following guideline of financial

authority and responsibilities for the efficient administration and financial operation of ORPP AC.

Although I am delegating authority and responsibilities as described in this guideline, I am expressly

reserving the right to revoke a delegation in any particular case. I am also expressly reserving the right to

exercise the applicable responsibility by myself or by another person of my choosing.

These delegations come into force on the date signed.

________________________________________

Saad Rafi

CEO, ORPP AC


3

Introduction and Purpose This Delegation of Financial Authority Guideline is established to define the limits of authority

designated to specified positions of responsibility within ORPP AC and to establish the types and

maximum amount of obligations that may be approved by individuals or groups of individuals. The

approval of commitments and transactions outlined in this guideline must always be made by the

parties that have been designated the responsibility for final approval.

Mandatory Requirements The CEO will have the ability to delegate his authority to others within the chain of management

provided that the CEO will remain accountable for such decision making. The following requirements are

mandatory:

All Delegations of Financial Authority must be documented

Although spending authority can be delegated to subordinate managers; SVPs, VPs, and Directors

remain accountable for all expenditures within their approved budgets

Authority is delegated to the position, not to a specific individual

Commitments and transactions cannot be approved by individuals having a lower level of approval

authority than the specified transaction requires, except pursuant to a delegation of temporary

authority

Temporary authority may be designated whenever an individual with approval authority will be out

of the office for prolonged periods. The temporary authorization is to be in writing and specify the

effective length of time and must be approved by the supervisor of the individual who is delegating

authority

All Delegations of Financial Authority for expenditure authorisation must be documented and

appropriately authorised

Stated dollar amounts refer to an entire acquisition over its full term (in instances where a time

period is involved). Splitting the components into smaller dollar amounts in order to comply with

spending authority restrictions is strictly prohibited

Users of this guideline must also comply with all other applicable ORPP AC policies and procedures.

Levels and Permitted Delegations ORPP AC maintains four levels of authority below the CEO within its Delegation of Financial Authority

Guideline. Authority is delegated to management by the appropriate level. There are instances where an

authority can be further delegated to a position that does not reflect their organizational title. One

example would include a senior advisor. This position may not be classified as a Director, but for

operational purposes would have the delegated authority of a Director. These anomalies would be

identified and approved by the management position at least one level higher than the position itself

and would be based on operational efficiencies.

LEVEL 1 – SVP or equivalent

LEVEL 2 – VP or equivalent


4

LEVEL 3 – Director or equivalent

LEVEL 4 – Manager or equivalent

The following are the permissible delegations of authority from a designated authority to another

employee:

Authority Primary Delegate Secondary Delegate

CEO CFO (Level 1) or Appropriate Level 1 N/A

Level 1 Appropriate Level 1 Appropriate member next level down (Level 2)

Level 2 Appropriate Level 2 Appropriate member next level down (Level 3)

Level 3 Appropriate Level 3 N/A

Spending Authority Spending authority is the authority to approve the commitment of ORPP AC funds for the purchase of

goods and services. A spending authority is limited to the total budget funds allocated, and requires

verifying that there are enough funds available in the budget before initiating the expenditure or

commitment.

The following are the spending authorities for procurement as outlined in ORPP AC’s Procurement

Policy:

Procurement Method Responsible Officer Estimated Procurement Value

Open/Invitational Competitive Vice President (w/Chief Financial Officer)

Up to $1,000,000

Open/Invitational Competitive Senior Vice President (w/Chief Financial Officer)

Up to $2,000,000

Open/Invitational Competitive Chief Executive Officer (w/Chief Financial Officer)

Up to $5,000,000

$5,000,000 or greater*

Exceptions

(a) Sole Source Senior Vice President (w/Chief Financial Officer & Chief Executive Officer)

Up to $100,000

Chief Executive Officer (w/Chief Financial Officer)

Up to $500,000

$500,000 or greater**

(b) Single Source Senior Vice President (w/Chief Financial Officer & Chief Executive Officer)

Up to $100,000


5

Chief Executive Officer (with Chief Financial Officer)

Up to $500,000

$500,000 or greater** *open procurements with an estimated value over $5M require approval by the Board.

**single or sole source procurements with an estimated value over $500,000 require approval by the Board.

For all other types of spending, the following authorities apply:

Value of Contract Required Authorized

Signatories

Up to $150,000 Level 3



Up to $1,000,000 Level 1 and CFO (Level 1)

Greater than $100,000,000

CEO

Contract Commitments

Based on the nature of the potential expenditure, review and approval of certain types of commitments

are required, as set out below:

Type of Commitment Review of Contractual

Commitment Required Authorized Signatories

***

Service Level Agreements and amendments

SVP/General Counsel Responsible SVP, VP or Director

Employment Letter (SVP) CFO CEO

Employment Letter (VP or director) VP HR Responsible SVP or VP

Employment Letter (for employees other than SVP, VP or Director)

Manager of HR Responsible SVP, VP or Director

*** All references to SVP, VP and Director refer to the department in whose budget the expenditure appears

Invoice Approval Authority Invoice approval authority must be completed by someone who can verify:

Work has been performed, the goods supplied, or the services rendered;

Payee is entitled to or eligible for the payment;

Contract or agreement terms and conditions have been met including price, quantity and quality;

Payee information is accurate and complete;

All relevant policies and other legal obligations have been complied with; and

That the transaction is accurate - which means that the payment is:


6

o not a duplicate; discounts have been deducted; charges not payable have been removed; the invoice or claim total has been calculated correctly; and supporting documentation is complete

The following authorities apply for invoice approval:

Invoice Amount Required Authorized Signatories

Up to $75K Level 4

Up to $150K Level 3

Up to $300K Level 2

Up to $500K Level 1

Up to $1M Level 1 and CFO (Level 1)

Greater than $1M CEO

Employee Expense Approvals The following are the approval authorities for employee expenses, including travel:

Employee Review and Approval

CEO Board Member

Level 1 CEO

Level 2 Level 1

Level 3 Level 1 or Level 2

Other Immediate manager or above

Payment Authority Payment Authority entails verifying that:

Documentation is complete;

Funds are available within the relevant budget and will not jeopardize other payments; and

All required checks have been performed by the previous authorities (spending, invoice)

Further, persons with delegated authority must not exercise:

Invoice approval and payment authority on the same payment; and


7

Spending authority, invoice approval authority, or payment authority for an expenditure from which they can directly or indirectly benefit - for example, when the payee is the individual with financial signing authority or when the expenditure is incurred for the benefit of that individual.

The following are the payment authorities:

Invoice Amount Required

Authorized Signatories

Level 4

Level 3

Level 2

Level 1

(CFO)

Up to $50,000 Any one of: X X X X

Greater than $50,000 and up to $500,000

Any two of:

X X X

Greater than $500,000 Any two of:

X X

Term of Policy, Adherence & Review This Guideline has been approved by the CEO and is effective as of XXXX.

The CFO of ORPP AC will regularly review adherence to this guideline, and will provide information on a

quarterly basis to the CEO. The guideline will be reviewed annually, or as required by the CEO.

Glossary of Terms Accountability is the obligation to answer for results and the manner in which responsibilities are

discharged. Accountability cannot be delegated.

Authority is the legitimate power to make decisions or take action. Authority can be delegated.

Delegation of Authority is the assignment of authority by the person who is required to carry out the

authority to another person(s) occupying a specific position(s) so as to enable decisions to be made by

those persons who are in the most appropriate position to do so within ORPP AC, in terms of their

accountability, control and knowledge.

Financial Signing Authority is evidence of the application of approved spending authority and/or

payment authority, based on a certified document containing the authorized specimen signatures of

those persons to whom the respective level of authority has been delegated.

Responsibility is the obligation to assume a role or take specific action(s). Responsibility can be

delegated or conferred by mutual agreement depending on the relationship.

Total Value of an acquisition includes the gross cost of goods or services, taxes, delivery, installation,

and all other additional charges incurred over the full term of the transaction or contract.


8

Appendix: Signing Authority Form


9

Ontario Retirement Pension Plan Administration Corporation

Signing Authority

NAME:

TITLE:

DIVISION/BRANCH:

SIGNATURE:

SECTION

SPENDING AUTHORITY

SPENDING AUTHORITY

INVOICE APPROVAL AUTHORITY

EMPLOYEE EXPENSE APPROVAL

PAYMENT AUTHORITY

SPECIMEN SIGNATURE

Title/Control No.:

Date:

Level 3 Level 4

DELEGATED FINANCIAL AUTHORITIESEnter the appropriate Authority Level beside the respective Delegated Finacial Authority

COST CENTRE/RESPONSIBILITY CODE:

EFFECTIVE DATE:

CEO Level 1 Level 2

DELEGATION AUTHORITY LEVELS

CONTROL NUMBER:

TYPE:

EXPIRY DATE:

DESCRIPTION

PROCUREMENT

AUTHORITY LEVEL

OTHER

Authorized by (signature): Name:

Division/Branch/Section:

ACTING SIGNATORIES Signing Authority for officers who may be temporarily

appointed to act for this authorized officer

RESTRICTED COST/RESPONSIBILITY CODE(S)

AUTHORITY

NAME

POSITION/CONTROL NO.

NAME

POSITION/CONTROL NO.

New

Update


10

Instructions on Completing the Signing Authority Form:

This form is used to put into effect delegations which have been made,

or to restrict that authority (e.g., to a lower authority level), or to

restrict that authority by omitting an officer.

Delegated authority levels are used to determine the associated

positions and maximum dollar levels being delegated the financial

spending authority.

Please note:

Documents submitted for processing (e.g., invoices) which do not

contain authorized signatures/approvals will be returned to the

originator, unprocessed;

Each responsible manager must ensure that his/her authorities are

current;

How to complete the form:

1. Identify the name, position and any responsibility code restrictions

(i.e., codes to which the officer’s delegated authority is applicable)

2. Enter the name of the Division/Branch/Section in which the officer is

employed, along with the associated responsibility code(s)

3. a) Check “New” if this is a new delegation assignment, or

b) Check “Update” if the associated delegation authority for the

officers is being revised.

4. Under the respective “Delegated Financial Responsibility” column

enter the applicable delegated authority level (CEO, 1 through 4).

Enter N/A if that authority has not been delegated to you. The

associated authority limits for each level (per financial responsibility)

are identified under in this Guideline.


11

Note that officers can be restricted to a lower level of authority for

specific responsibilities. For example a director - level 3 officer can

be restricted to spending levels attributed to a manager - level 4 for

payment authority. This allows opportunity to address any risk

management issues that may be associated with the delegation.

5. Sign the form and enter an effective date. An expiry date only needs

to be entered if the assignment is acting, or in the event of revoking

delegation of authority.

6. Acting signatories may be designated to sign in the absence of the

authorized officer. To identify an acting signatory, complete the

appropriate section at the bottom of the form. When an acting

authority is to be invoked, a written memo (signed by the officer

with the delegated authority) is to be forwarded to ORPPAC’s

Finance Team, identifying the purpose of the acting authority (e.g.,

vacation, leave of absence, etc.), and the effective period.

7. Signing authority forms are to be approved by an officer at least one

level higher than the officer(s) named in the form.

8. All original copies of the completed signing authority forms are to be

submitted to ORPPAC’s Finance Team. A copy of the forms should

also be maintained by the organizational areas for future updating

and reference purposes.

Any questions on completing or updating the Signing Authority form, or

on the Delegation of Financial Authority Policy or Guideline should be

addressed to ORPPAC’s Finance Team.

Appendix 3 Corporate Policies and Principles

0

PROCUREMENT POLICY

Final – April 5, 2016

Ontario Retirement

Pension Plan

Administration

Corporation

Final Version Approved by the Board on April 5, 2016

1

Contents Purpose ......................................................................................................................................................... 2 Application and Scope .................................................................................................................................. 2 Principles ....................................................................................................................................................... 2 Conflicts of Interest ....................................................................................................................................... 2 How to Procure Goods & Services ................................................................................................................ 3

Estimated Procurement Value .................................................................................................................. 3 Responsible Officer ................................................................................................................................... 3 Procurement (under $25,000) .................................................................................................................. 3 Procurement Method ............................................................................................................................... 4

Competitive Procurements ................................................................................................................... 4 Summary of Responsibilities & Authorities .................................................................................................. 5 Requests for Information .............................................................................................................................. 6 Term of Policy, Adherence and Review ........................................................................................................ 6 Glossary of Terms.......................................................................................................................................... 6


2

Purpose The Ontario Retirement Pension Plan Administration Corporation (“ORPP AC” or the “Corporation”) is a

corporation established pursuant to the Ontario Retirement Pension Plan Administration Corporation

Act, 2015 (the “Act”). The Corporation is committed to strengthening and protecting retirement

security for Ontarians through its administration of the Ontario Retirement Pension Plan (the “Plan”). In

exercising its powers and performing its duties under the Act, the Corporation is guided by the best

interests of Plan beneficiaries.

ORPP AC is an agent of the Crown, and operates at arms’ length from the Ontario Government, including

in connection with setting its own policies and procedures for procuring goods and services. This policy

is intended to provide for the procurement of goods and services by the Corporation through a process

that is fair, open, transparent and accessible to qualified vendors.

Capitalized terms used are defined in this document or in the attached Glossary.

Application and Scope This policy applies to ORPP AC’s procurement of goods and services from potential vendors

(“Proponents”). For clarity, goods and services would not include provision of ORPP AC investments,

banking and financing services, employment of officers and employees, and agreements between

affiliates/subsidiaries, which would be guided by specific rules and procedures.

Principles In procuring goods and services, ORPP AC recognizes the following principles.

Value for money: The Corporation weighs the value of the procurement against the expenses

incurred for the goods and services. In assessing value, ORPP AC considers a variety of factors

including the following: ORPP AC’s business objectives, available alternatives, timing

requirements and supply strategy.

Access, transparency and fairness: Competition among qualified Proponents should secure

positive results for the Corporation. The procedures required under this policy are intended to

promote this objective by requiring an open, transparent and fair process.

Responsible management: The Corporation believes that it must responsibly and effectively

manage the procurement process through appropriate organizational structures, systems and

policies.

Unless expressly stated otherwise, price will not be the sole determining factor in decisions concerning

the procurement of goods and services.

Conflicts of Interest In all procurement activities, directors and officers are required to comply with the conflicts of interest

provisions in the Corporation’s by-laws and in the Corporation’s Code of Conduct.


3

How to Procure Goods & Services In making decisions regarding the procurement of goods and services under this policy, the Corporation

must consider the following:

estimated costs of goods and services to be procured (the “Estimated Procurement Value”);

delegated authority; and

method of procurement.

Additional details describing the Estimated Procurement Value, Responsible Officer (as defined below)

and method of procurement are included in sections 5.1, 5.2 and 5.3, respectively.

A list of procurements will be disclosed to the board of directors of the Corporation (the “Board”) on a

quarterly basis. As set out in Section 6 below, procurements of material significance will require

approval from the Board prior to release.

Estimated Procurement Value

In calculating the Estimated Procurement Value, all known costs shall be considered including:

base price to be charged by a Proponent;

costs in connection with renewal options or extensions;

follow-on costs;

disposition costs;

one-time costs (e.g. delivery, installation, documentation);

ongoing operating costs (e.g. training, accommodation, support, maintenance);

premiums, fees, commission on interest, etc.; and

sales taxes and duties.

ORPP AC will not structure arrangements with a Proponent for the purpose of reducing the Estimated

Procurement Value (e.g. the Corporation will not award multiple contracts to the same Proponent for

the same scope of work).

Responsible Officer

Procurements covered by this policy must be approved for method of release by the individual with the

required level of managerial authority within the Corporation (“Responsible Officer”). As indicated in

Section 6, the appropriate Responsible Officer can be identified with reference to the Estimated

Procurement Value.

Where there is any discretion to be exercised under the terms of this policy, the Responsible Officer

must make the decision and document his or her reasons for so deciding.

Procurement (under $25,000)

Procurements relating to the provision of goods and services where the Estimated Procurement Value is

under $25,000 are exempt from the requirements of this policy, where the cost of the procurement

outweighs the potential benefits of the contract to the corporation.


4

Procurement Method

While the Corporation strives for and favours Competitive Procurements, there will be instances in

which Sole Source or Single Source procurements will be permitted. These methods of procurement are

described below.

Competitive Procurements

All Competitive Procurements must be initiated with a request for proposal (“RFP”) in the required form.

The form of RFP will require the Corporation to provide the following information to Proponents:

a description of the required goods or services, including a reference to performance

requirements, if applicable;

disclosure of the evaluation criteria to be used in selecting a successful Proponent, including the

weight to be attributed to the applicable criteria;

the method, address, date, time limit and any other delivery instructions required for

submitting responses to an RFP; and

contact information for the applicable person within the Corporation.

The form of RFP will require the Proponents to submit the following information by way of written

response:

a description of the Proponent’s experience and qualifications relating to the procurement;

an estimate of the cost to be charged in connection with the delivery of the applicable goods or

services, including the following:

o the aggregate price for the term of the contract, including GST/HST as applicable;

o a breakdown of the price for each of the applicable phases of work or scheduled

delivery of goods, as appropriate;

o for services contracts, as appropriate (i) the percentage of total price attributable to

each phase of work; and (ii) the percentage of total price attributable to time to be

spent by identified individuals (e.g. professional service providers or consultants);

for contracts procuring goods, as appropriate, the percentage of total price attributable to

specific goods delivered at specific dates throughout the term; and

the Proponent has met all the financial and insurance requirements required under a form of

agreement.

Open Competitive RFP

An open, Competitive Procurement under this policy is achieved by issuing an RFP using a broad based

electronic tendering system.

Invitational Competitive RFP

An invitational Competitive Procurement under this policy is achieved by sending an RFP in the required

form to a minimum of three qualified Proponents, who would submit written responses to such RFP. If


5

the individual with the requisite authority determines that there are fewer than three qualified

Proponents, the RFP may be sent to fewer than three Proponents. Any such determination shall be

made with reference to the principles in section 3 of this policy and documented by the Responsible

Officer, along with the specific reasons for so deciding.

Exceptions to Competitive Procurements

A Competitive Procurement is not required in the following limited circumstances.

Sole Source

Goods and services may be procured by the Corporation using a Sole Source process in

circumstances where there is only one supplier with the required knowledge and/or skill. For

example, a Sole Source procurement is appropriate where a supplier possesses specific knowledge

required by the Corporation or the plan that others do not.

In circumstances where a Sole Source procurement is permitted, ORPP AC will still send an RFP in

the required form. The Proponent will also be asked to provide written confirmation of its Sole

Source status in the applicable market.

The Responsible Officer will document the decision to proceed by way of Sole Source procurement

as well as the reasons for so deciding.

Single Source

Goods and services may be procured by the Corporation using a Single Source process in limited

circumstances.

Single Source procurements are only permitted if it is demonstrated to be in the best interest of the

Corporation, such as in event of an emergency (e.g. circumstances which threaten the property,

assets or reputation of the Corporation or Plan).

The Responsible Officer will document the decision to proceed by way of Single Source

procurement and the related reasons for so deciding.

Notwithstanding the ability to proceed by way of Sole or Single Sole Source under this policy, the

Responsible Officer can decide to proceed instead by way of a Competitive Procurement pursuant to

one of the two methods described above.

Summary of Responsibilities & Authorities The following chart summarizes the responsibilities and authorities of Responsible Officers in relation to

the various procurement methods.

Procurement Method Responsible Officer Estimated Procurement Value

Open/Invitational Competitive Vice President (w/Chief Financial Officer)

Up to $1,000,000

Open/Invitational Competitive Senior Vice President (w/Chief Financial Officer)

Up to $2,000,000

Open/Invitational Competitive Chief Executive Officer (w/Chief Financial Officer)

Up to $5,000,000

$5,000,000 or greater*


6

Exceptions

(a) Sole Source Senior Vice President (w/Chief Financial Officer & Chief Executive Officer)

Up to $100,000

Chief Executive Officer (w/Chief Financial Officer)

Up to $500,000

$500,000 or greater**

(b) Single Source Senior Vice President (w/Chief Financial Officer & Chief Executive Officer)

Up to $100,000

Chief Executive Officer (with Chief Financial Officer)

Up to $500,000

$500,000 or greater** *open procurements with an estimated value over $5M require approval by the Board.

**single or sole source procurements with an estimated value over $500,000 require approval by the Board.

Requests for Information An employee may need to request information from potential Proponents in order to calculate the

Estimated Procurement Value, identify the Responsible Officer and to commence preparations for the

applicable method of procurement.

In such circumstances, employees may contact potential Proponents and request the information

needed for the purposes outlined above. If so doing, employees are discouraged from providing any

favourable treatment to a potential Proponent by way of providing information or details not generally

made available to all potential Proponents.

Employees must document their correspondence with potential Proponents in connection with an RFI.

Term of Policy, Adherence and Review This Policy has been approved by the Board and is effective as of March 22, 2016.




Glossary of Terms Competitive Procurement means a process whereby the acquisition of products or services if released

to the market. Competitive procurements can be fully open to any vendors or invitational to a group of

specific vendors.

Request for Information (RFI) is a process to gather information from potential vendors to inform the

development and launch of a procurement.

Request for Proposal (RFP) is a procurement document that requests vendors to supply solutions for

the delivery of products or services or to provide alternative options or solutions. It is a process that

uses predefined evaluation criteria in which price is not the only factor.


7

Single Source means the use of a non-competitive procurement process to acquire goods or services

from a specific supplier even though there may be more than one supplier capable of delivering the

same goods or services.

Sole Source means the use of a non-competitive procurement process to acquire goods or services

where there is only one available supplier for the source of the goods or service.

0

CORPORATE RECORD KEEPING POLICY

June 10, 2016

Ontario Retirement

Pension Plan

Administration

Corporation

1

Summary Page

Every policy must be accompanied a summary document containing the below information. This page must be kept up to date in line with each revision.

Policy Category Corporate

Policy Name Corporate Recordkeeping Policy

Purpose of Policy Corporate Recordkeeping Policy

Approval Authority Executive Leadership Team

Policy Creation Date June 1, 2016

Previous Review Date n/a

Substantial Changes

Transition Timeframe

Review Cycle Annual

Policy Sponsor / Owner General Counsel

2

Contents Introduction and purpose ............................................................................................................................. 3

Scope and application ................................................................................................................................... 3

Principles and Mandatory Requirements ..................................................................................................... 3

Creation, Management and Disposition of Business Records .................................................................. 3

Classification of Business Records ............................................................................................................ 3

Storage and Management of Records ...................................................................................................... 4

Routine Disposition of Transitory Records ............................................................................................... 4

Versioning of Business Records ................................................................................................................ 4

Compliance with Related Policies ............................................................................................................. 4

Scheduling and Disposition of Business Records ...................................................................................... 4

Digital Preservation ................................................................................................................................... 5

Accountabilities ......................................................................................................................................... 6

Review frequency ......................................................................................................................................... 6

Roles and responsibilities ............................................................................................................................. 6

Definitions ..................................................................................................................................................... 6

3

Introduction and purpose

The Ontario Retirement Pension Plan Administration Corporation (“ORPPAC” or the “Corporation”) is an agent of the Crown, but operates at arms’ length from the Ontario Government, including in connection with setting its own policies and procedures. The purpose of this policy is to define and establish requirements for the management of corporate records, including requirements for the creation and management of authentic, reliable, enduring and usable business records in support of the Corporation’s business functions and activities.

Scope and application

This policy applies to all records irrespective of format (e.g. records sent or received by email accounts electronic records, paper records, etc.).

Principles and Mandatory Requirements

The management of information in accordance with clearly defined standards, policies and best practices:

a) enables effective decision-making, increases the value of information, reduces cost and risk, and results in a reliable record of business;

b) promotes openness by enabling efficient disclosure of information where reasonably requested and required;

c) is an integral part of business practices and the design of programs, services, systems and processes.

Creation, Management and Disposition of Business Records

Every program shall, in accordance with guidelines and procedures established under this policy, create, manage, and dispose of business records in order to support and achieve balance between accountability and ORPPAC’s business needs.

Every program shall ensure that the integrity, reliability and retrievability of business records for ongoing legal, fiscal or other business purposes is preserved throughout their necessary lifecycle.

Accountability for the creation, management and disposition of business records resides with the business owner.

Classification of Business Records

Business records shall be classified according to the business functions and activities for which they are or were used, in a manner that:

allows the business records to be readily located and retrieved, including complete sets of documentation relating to business decisions or transactions;

minimizes duplicate storage of records;

enables user permissions and privacy and security protections to be applied efficiently, consistently and appropriately;

permits the retention requirements of records schedules to be applied accurately and efficiently; and

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recognizes, as applicable, the Corporation’s need to comply with contractual requirements and obligations of confidentiality to which the Corporation may be subject.

Storage and Management of Records

Business records shall be stored and managed in a manner such that:

they can be efficiently located, identified and retrieved for as long as they are needed;

compliance with consistent and comprehensive security rules regarding access, modification and disposal can be achieved;

unnecessary duplication can be reduced; and

efficient disposition, including transfer to archives, in accordance with retention requirements is enabled.

Business records created, sent or received using email accounts shall be managed subject to this policy. All business records created, sent or received using email accounts must be managed subject to this policy before an email account is disabled or deleted.

Business records created, sent or received using email accounts may be stored in shared repositories.

Business records shall not be stored in or on an individual’s personal computer, network drive, portable device, removable media, electronic workspace or e-mail account, or, in the case of hardcopy records, in an individual’s physical file storage. For greater clarity, this does not apply when a record is copied temporarily to a portable device or removable media (e.g., for business purposes, such as authorized transport or an off-site presentation). The portable device or removable media must be protected according to required sensitivity levels established by ORPPAC’s information technology policies

Routine Disposition of Transitory Records

Business owners shall establish processes within their program areas for the routine identification and disposition of transitory records, including transitory records created, sent or received using email accounts.

Versioning of Business Records

Each substantial version of a business record shall be identified within the record and, with respect to an electronic record, within the file name or its metadata or associated data field.

When a business record documenting a significant decision, recommendation, agreement or transaction reaches its final state or is approved to the highest requisite level of authority, or released, the record’s primary author, or other individual specifically authorized by the business owner, shall identify the records the final record and, with respect to an electronic record, within the file name or its metadata or associated data field.

Compliance with Related Policies

Business records containing personal information shall be managed in accordance with ORPPAC’s privacy policy and applicable legislation.

Business-critical records shall be identified by the business owner, who shall ensure that they are available in accordance with ORPPAC approved business continuity planning and disaster recovery practices.

Scheduling and Disposition of Business Records

All business records within the Corporation shall be scheduled and managed, stored and disposed of in accordance with ORPPAC’s records schedule.

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The Corporation’s retention requirements for its business records, as stipulated within ORPPAC’s records schedule, shall be determined in consultation with ORPPAC management, as applicable, and be based on:

business needs;

legal and regulatory requirements specific to the records;

the need to ensure a requisite level of accountability for the activities and decisions documented by the records;

consideration of the rights and interests of individuals and organizations that may have an interest in preservation of the records’ contents; and

the Corporation’s need to comply with contractual requirements and obligations of confidentiality, as applicable;

and ensure that records are retained only as long as they are required to meet the foregoing.

Any business record in the possession of the Corporation, including transitory records, may be subject to the following:

legal discovery;

income or excise tax audit; and

other legal proceedings.

Where a request is received pursuant to any of these procedures, ORPPAC shall preserve and produce all relevant records in accordance with the applicable rules, procedures and this policy. In these cases, the normal application of applicable records schedules may be suspended until such time as the matter is complete. Relevant business records must not be transferred, altered, destroyed or otherwise destroyed until such time as the matter is concluded. This applies until all appeal timelines and any judicial reviews have expired, tax years are closed, or until all legal limitations periods have expired and any legal action is complete, respectively.

Digital Preservation

The authenticity, integrity and retrievability of business records in electronic format shall be established and maintained:

in accordance with this policy;

throughout their complete lifecycles; and

despite any changes in

o technology used to render, identify, organize, describe, make retrievable, process, secure or store the records; or

o related management processes.

The steps taken to comply with this shall ensure that at all points throughout the lifecycle of electronic records:

the unique identity of individual records can be established and maintained for purposes of retrieval and management;

all significant aspects of the content, context and structure of records can be rendered intact;

complete, accurate and meaningful metadata are captured and maintained and can be rendered intact;

required rules regarding access permissions and disposal remain intact;

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relationships between records, between records and metadata, and between components within a record are preserved (or can be recreated) wherever significant for preserving the value of records and data as information and evidence; and

all evidentially critical records lifecycle events (e.g., creation, significant alteration) can be identified and metadata of these events can be captured and maintained, including date, time, and the individuals, organizations and/or system processes responsible.

Accountabilities

Business owners are accountable for the identification, creation, management, and disposition of complete business records, and for general compliance with this policy.

Review frequency

This is an initial policy which will be subject to further review and revision as ORPPAC transitions from its

current start-up phase of administrative operation. The triggers for review and revision will include

emerging business need, a change in strategy or situational circumstances.

Roles and responsibilities

The General Counsel is responsible for:

the periodic review of this policy;

providing advice and guidance on the records scheduling process;

monitoring compliance with this policy, regarding the development and implementation of records schedules;

developing standards and issuing guidelines and best practices to promote proper implementation of the policy;

developing and delivering training on the policy to the program areas and business owners;

promoting and facilitating good recordkeeping practices, consistent with this policy; and

providing advice and guidance on the proper implementation of this policy.

The Chief Technology Officer is responsible for:

providing business owners with technical and logistical support necessary to enable compliance with the digital preservation sections of this policy.

Definitions

In this policy:

“authenticity” means the extent to which a business record can be proven to be what it purports to be;

“business-critical record” means a business record that is essential for the continued business functioning reconstruction or survival or a program or necessary for continued operations under emergency conditions such as a natural disaster;

“business owner” means any officer, vice president, director or manager, or equivalent, having corporate authority for particular business activities and for the business records relating to those activities;

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“business record” means a record that is required because it has ongoing business value or usefulness and is needed to ensure program accountability and support business needs and is required to meet legal or financial obligations or document, support or direct ORPPAC decision-making, policy development, activities or operations;

“integrity” means the extent to which a business record is demonstrably complete and unaltered;

“metadata” means data that describes data, including context, content and structure of records and their management through time;

“personal information” means personal information defined by the Freedom of Information and Protection of Privacy Act, 1990;

“portable storage devices/media” means a device that is used to store electronic records, e.g., USB storage devices, portable hard drives, flash memory cards, optical disc media, cellular phones, tablets or mobile devices with cellular data connectivity;

“program” means those activities and related records over which a business owner has authority;

“record” means a record of information in any form, including a record made, recorded, transmitted or stored in digital form or in other intangible form by electronic, magnetic, optical or any other means, but does not include a mechanism or system for making, sending, receiving, storing or otherwise processing information (i.e., this includes email messages);

“records schedule” is a document that identifies and describes the records made and received by ORPPAC and set out retention periods and final dispositions for those records, the format in which the records are to be kept and which records are of archival value, and records schedules are organized by records series;

“records series” are categories of records that are grouped together because they relate to a particular function or subject or result from the same activity;

“reliability” means the extent to which the contents of a record can be trusted as a full and accurate representation of the transactions, activities or facts to which they attest and can be depended upon in the course of subsequent transactions or activities;

“removable media” means media that can be added or removed from a device like USB keys, flash memory cards, optical disc media;

“retrievability” means the extent to which a business record can be located, retrieved and presented by current technology;

“shared repository” means a storage location for records that can be accessed by a program having the appropriate access permissions;

“structured data” denotes a record, or set of records, that consist of fielded data that are managed using rules to define organization of the content;

“transitory record” means a public record that has no on-going business value or usefulness, is not required to meet fiscal or legal obligations, or to document or support or direct ORPPAC decision-making, policy development, activities or operations on an ongoing basis, and should be destroyed when no longer needed; and

“unstructured data” denotes a record, such as an image, multimedia file, sound file, or text file (e.g., email messages, reports, briefing notes).

ORPPAC – June 9, 2016

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Ontario Retirement Pension Plan Administration Corporation (ORPPAC)

Working with External Vendors/Suppliers

ORPPAC is to develop a Supplier Code of Conduct to accompany the ORPPAC Code of Conduct, which is

part of our responsible and sustainable sourcing strategy demonstrating we are committed to working

in partnership with our suppliers to set clear expectations of how we expect to work with them. To

complement the Supplier Code, below you will find the ORPPAC internal guidelines and best practices

for working with external vendors and suppliers intended to ensure that we continue to maximize

benefits and minimize risks associated with the arrangements.

1) Vendors should not be managing or directing other vendors – from an accountability perspective,

it’s important that an ORPPAC representative has the ultimate say around the work assigned to a

consultant and the associated costs.

2) Ensure a vendor – and internal ORPPAC staff – are clear about who can assign that vendor work

against the approved contract. Vendors should have one internal ORPPAC contact (an authorized

project sponsor) with the authority to assign new projects. Note that any work assigned that isn’t

within the scope of a contract needs to be reflected in writing (and discussed with the CFO) to

ensure alignment with the corporate procurement rules and the budget.

3) As the ORPPAC is developing a Privacy and Security policy and procedures, in this transitional period

you should ensure that each vendor has an appropriate security clearance and provides a written

confirmation, to be filed by the ORPPAC.

4) When it comes to getting estimates for a particular project or item of work, put them in writing.

Getting a vendor to provide estimates for larger pieces of work is always a good idea – the process

will help establish whether you’re approaching a project or task in the same way and ensure the

final product aligns with your expectations (including costing). It will also help you with building

your forecast and tracking/reporting on actual costs against it.

A vendor should give ORPPAC a prior notice and receive authorization in writing from an

authorized project sponsor (in consultation with the CFO) before exceeding the estimates

provided.

5) Vendors should not be requesting reimbursement for meals/travel/entertainment unless with an

explicit prior approval at an SVP level. ORPPAC vendors should not cater internal meetings with

ORPPAC staff or with other ORPPAC vendors, unless pre-approved at an SVP level.

6) On occasion, one vendor may need to meet with another, without ORPPAC staff present. As a best

practice, ORPPAC should ensure that the vendor who initiates the meeting sends their ORPPAC

contact a notification that the meeting is happening and a proposed agenda for review.

7) If there is any disagreement between ORPPAC and a vendor over estimates or billing, at any stage,

please ensure the issue is brought to the attention of ORPPAC’s CFO.

8) It is important to always be aware of real or perceived conflicts of interest that might arise through

vendor relationship/contract management. Such conflict needs to be disclosed to ORPPAC internal

legal team.

9) Vendors that have access to ORPPAC confidential information, including commercially sensitive

information, need to keep such information strictly confidential. As a general rule, vendors should

not have access to other vendors’ procurement documents, including pricing.

10) Vendors should not be speaking publicly on behalf of the ORPPAC, unless pre-authorized by SVP (in

consultation with the SVP, Marketing, Communications and Public Affairs).

CODE OF CONDUCT AND CONFLICT OF INTEREST

DRAFT - Version 12 – June 15, 2016

Ontario

Retirement

Pension Plan

Administration

Corporation

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A Message from the CEO

Dear colleagues,

As team members of the Ontario Retirement Pension Plan Administration Corporation (“ORPPAC”), we have an unprecedented opportunity to respond to an imminent challenge faced by Ontarians. It is currently expected that many workers in Ontario will not have the savings required to sustain themselves through their retirement years. The Ontario Retirement Pension Plan is a social policy program designed in direct response. The actions we take and the decisions we make will have a lasting impact upon the retirement security of millions in our province. We have assumed unparalleled responsibility to the people of Ontario, to our plan members and to the employers they work for.

The opportunity we have each been given to contribute reflects the confidence and trust placed not only in our professional skill and expertise, but in our ability to exercise reasoned judgment and to treat others with compassion. To encourage the level of excellence that the nature of our task requires, our organizational values recognize the importance of:

1. maintaining the public trust; 2. achieving service excellence in our dealings with plan members and employers; 3. striving for and maintaining high performance; 4. acting with integrity and humility; and 5. accepting accountability for our work while embracing collaboration.

You will be expected to act and make decisions that promote these values through your day to day work and engagement with your colleagues at ORPPAC and with members of the public. Complying with applicable laws at all levels of government, acting honestly and ethically and promoting teamwork are not only expected but necessary to achieve success in your roles.

To assist your efforts, this Code of Conduct and Conflict of Interest Policy has been prepared to provide you with direction and instruction. I know I can count on your commitment and your best efforts. With your support of these requirements, you will be able to count on mine.

Saäd Rafi Chief Executive Officer ORPPAC

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Contents

A Message from the CEO ........................................................................................................... 2

Contents ................................................................................................................................... 3

1. Purpose ................................................................................................................................ 4

2. Audience/Applicability ......................................................................................................... 4

3. Relationship With Other Policies ......................................................................................... 4

4. Requirements ....................................................................................................................... 4

4.1 Personal and Professional Conduct.......................................................................................... 4

4.1.1 Appropriate Conduct ..................................................................................................... 4

4.1.2 Privacy ............................................................................................................................ 4

4.1.3 Protecting ORPPAC’s Assets .......................................................................................... 5

4.1.4 Computer facilities ......................................................................................................... 5

4.1.5 Media ............................................................................................................................. 5

4.1.6 Respect in the Workplace .............................................................................................. 5

4.1.7 Health and Safety .......................................................................................................... 6

4.2 Conflicts of Interest .................................................................................................................... 6

4.2.1 Identification and Disclosure of Conflicts ...................................................................... 6

4.2.2 Benefits, Meals and Entertainment ............................................................................... 7

4.2.3 Personal Trading ............................................................................................................ 7

4.2.4 Political Activities & Contributions ................................................................................ 7

5. Roles and Responsibilities .................................................................................................... 8

5.1 Roles ........................................................................................................................................ 8

5.2. Acknowledgement & Annual Certification .............................................................................. 8

5.3 Whistleblowing ........................................................................................................................ 9

6. Review .................................................................................................................................. 9

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1. Purpose

This code of conduct and conflict of interest policy (“Code”) sets out expected behaviours at the Ontario

Retirement Pension Plan Administration Corporation (“ORPPAC”)

2. Audience/Applicability

This Code applies to ORPPAC’s board of directors, officers, employees, agents and certain contractors.

3. Relationship With Other Policies

This Code is intended to provide you with guidance on ORPPAC’s expectations for professional conduct and to assist you in making the right decision when facing an ethical dilemma. Further guidance on the topics addressed in the Code can be found in the following policies:

Health & Safety;

Respect in the Workplace Policy;

Expense and Travel Policy;

Privacy Policy

4. Requirements

4.1 Personal and Professional Conduct

4.1.1 Appropriate Conduct

Your personal and professional conduct reflects the values of our organization. We are committed to the public good and maintenance of the public trust. You are expected to demonstrate your commitment to these values through your day to day work, acting honestly and ethically, adhering to the highest standards of service excellence and promoting teamwork. We expect you to:

Conduct yourself with integrity;

Comply with all of our policies including this Code;

Comply with the laws that apply to us;

Protect the privacy of personal and corporate information.

4.1.2 Privacy

We are required to protect any plan member, corporate, investment, employee and other personal, proprietary and inside information as confidential and private while employed with ORPPAC and afterwards. Unauthorized use or distribution of this information is a violation of this Code.

For more information please consult ORPPAC’s Privacy Policy

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4.1.3 Protecting ORPPAC’s Assets

We each have an obligation to protect information assets and other assets that belong to ORPPAC.

Information and other assets include ORPPAC’s proprietary information, such as intellectual property,

trademarks and copyrights, business and service plans, investment and service ideas, designs,

databases, records and any unpublished financial data and reports. The work you produce belongs to

ORPPAC and you shall not misappropriate ORPPAC assets, funds or other property, nor use any such

assets for improper personal gain. Any such use may constitute a serious criminal offence.

4.1.4 Computer facilities

ORPPAC’s computer facilities are to be used for ORPPAC purposes only. Limited and appropriate personal use is permitted as long as it does not interfere with your performance of ORPPAC work but you should have no expectation of privacy in anything you create, store, send or receive.

4.1.5 Media

ORPPAC is rapidly advancing through its initial start-up phase of operations. It is important that we speak with “one voice”. Clear and consistent communication with external stakeholders and future plan members is critical to the successful implementation of the pension plan.

We generally only share ORPPAC information publicly through our communications department and any inquiries should be referred to them. Certain team members may be delegated responsibility for handling communications with the media and will be authorized to speak publicly about our organization, activities, decisions, investments, and results. Unless you have been expressly authorized to communicate publicly about the organization and its activities, you are not to do so.

4.1.6 Respect in the Workplace

The ORPPAC is committed to providing an environment free of harassment and discrimination, where all individuals are treated with respect and dignity, can contribute fully and have equal opportunities.

Under the Ontario Human Rights Code, every person has the right to be free from harassment and discrimination. Harassment and discrimination will not be tolerated, condoned or ignored at ORPPAC. If a claim of harassment or discrimination is proven, disciplinary measures will be applied, up to and including termination of employment.

ORPPAC is committed to a comprehensive strategy to address harassment and discrimination, including:

providing training and education to make sure everyone is aware of their rights and responsibilities;

regularly monitoring organizational systems for barriers relating to prohibited grounds of discrimination; and

promoting appropriate standards of conduct at all times.

For more information please consult ORPPAC’s Respect in the Workplace Policy

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4.1.7 Health and Safety

ORPPAC is committed to a strong safety program that protects its staff, its property and the public from accidents.

All team members are responsible and accountable for the Corporation’s overall safety initiatives. We support participation in our health and safety initiatives by all employees and provide proper equipment, training and procedures.

For more information please consult ORPPAC’s Health and Safety Policy

4.2 Conflicts of Interest

4.2.1 Identification and Disclosure of Conflicts

You will apply your best effort, knowledge, skills, time and energy to carrying out your duties and responsibilities with the ORPPAC and avoid any conflicts of interest.

You have a real conflict of interest if you allow, or appear to allow, your personal or private interests, or the interests of your family, other relatives or associates, to affect your ability to perform your work for us objectively, impartially and effectively. You have a potential conflict of interest if this kind of situation could eventually develop, and a perceived conflict of interest if a third party could reasonably conclude that a real or potential conflict of interest exists.

If you are an officer, employee or contractor, you are required to disclose an interest in any material contract or transaction or proposed material contract or transaction with the Corporation.

An interest means you are:

A party to a transaction or proposed transaction with ORPP AC;

A director or an officer of an entity which is party to a transaction or proposed transaction with ORPP AC;

The owner of shares that represent more than 10% of the voting rights of a corporation that is a party to a transaction or proposed transaction with the ORPP AC;

The nature and extent of your interest must be disclosed in writing to the General Counsel on the form provided.

As an officer, employee or contractor, you may also have a conflict if:

you’re in any way associated with or have a private economic interest in any vendor, supplier or other organization we do or plan to do business with;

you’re related to an officer or employee of the entity that we’re considering for a transaction.

The nature and extent of your potential or perceived conflict of interest must be disclosed in writing to the General Counsel on the form provided. If you have a real, potential or perceived conflict of interest as described above, you cannot approve the transaction or participate in any discussions to approve it.

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If you are director, you are required to disclose any conflict of interest in accordance with ORPPAC’s By-laws and section 132 on the Ontario Business Corporations Act. You must also disclose your interest in writing to the Chairperson and send a copy to the General Counsel.

4.2.2 Benefits, Meals and Entertainment

Our day to day work and activities must exceed the reach of improper influence. As a general policy,

directors, officers and employees may not accept any benefit, meals, and offers of entertainment or

gifts from existing and potential vendors, suppliers or other entities

In exchange for, or as a condition of, exercising your duties;

To induce certain behaviour while carrying out your duties and responsibilities, or

When it results in, or could appear to result in, preferential treatment.

You may only accept or offer benefits, meals or entertainment where:

The value is modest,

and connected to the development of professional networks that benefit the ORPPAC,

stakeholder engagement, training or professional development.

You may not accept any personal gifts or any kind of gift for the ORPP AC, with the exception of a token

less than $125.00 in value.

4.2.3 Personal Trading

Securities laws and fiduciary duties impose restrictions on personal trading when you have material information about a public company that has not been disclosed publicly (called Inside Information or material non-public information). It is against the law for you or anyone else to buy or sell securities based on Inside Information which you have obtained from ORPPAC or any other source (called insider trading); or to pass Inside Information to someone outside the ordinary course of business (called tipping). Personal trading guidelines have been established to protect you and ORPPAC from the risk or perception of insider trading or tipping, the potential for civil liability and any embarrassment. Team members must strictly follow all laws and regulations affecting personal trading and investment. It is unethical and illegal for team members to buy or sell securities of a company with the benefit of knowledge of ORPPAC’s investment or transaction intentions or any material information that has not been publicly disclosed. A security is a share, bond or debenture or other form of corporate debt, interests in trusts and limited partnerships, and includes options and other rights and interests.

These guidelines apply to investment accounts you hold, and could also apply to accounts that are not in your name if you influence, direct or control them, such as accounts that are held by or in trust for you. They do not apply to managed accounts, where a third party has full discretion to make day-to-day investment decisions on your behalf without your input or involvement.

Any questions about whether information constitutes material non-public information should be directed to the General Counsel.

4.2.4 Political Activities & Contributions

Employees and contractors are permitted to engage in political activities, with the understanding that you will not:

engage in political activity in the workplace;

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use ORPPAC’s premises, equipment or supplies when engaging in a political activity; or

associate your position with political activity, except if seeking to become a candidate in a federal, provincial or municipal election and then only to the extent necessary to identify your position and work experience.

Directors and officers will not participate in any political activity that could be incompatible with their duties as a director or officer of the ORPPAC or cast doubt on the integrity, objectivity or impartiality of the ORPPAC.

ORPPAC will not make any corporate donations, gifts or contributions to any political party.

5. Roles and Responsibilities

5.1 Roles

ORPPAC’s Board of Directors establish and approve the Code. The Governance Committee is

responsible for monitoring the Code and recommending any required updates.

The General Counsel is accountable for monitoring how the Code is applied.

Directors, officers and employees are required to certify ongoing compliance with Code,

provide written disclosure of any conflict of interest.

Officers and employees are required to immediately report any breaches or suspect

breaches of the Code.

5.2. Acknowledgement & Annual Certification

Before you begin your employment with ORPPAC or take on your role as director, you will need to

acknowledge that you have read and understood the Code and that you will comply with it. You’ll also

need to certify your ongoing compliance with the Code annually.

You are also required to provide written notice of any real, potential or perceived conflict of interest.

Failing to comply with the Code will result in sanctions. If you are an officer or employee, it could result

in a reprimand or other disciplinary action including the loss of your job. If you are a director, the

chairperson could recommend that you be removed from the board.

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5.3 Whistleblowing

If you have any questions or concerns about this Code or what you should do in a situation where you

are unsure how to respond, you should speak to your manager. If you would prefer to speak to

someone other than your manager you may also contact any one of the following:

the Vice President, Human Resources;

a member of the senior management team;

the General Counsel;

the Chief Executive Officer; or

Chair of the Governance Committee.

If you are not able to discuss the matter with any of these designated individuals you may contact the

[ ], which offers independent and confidential whistleblower services to the ORPP AC. It is the

responsibility of each of us to ensure that any relevant issue, however small, is reported and

investigated.

6. Review

An annual review of the Code will be conducted by the General Counsel and reported to the CEO and

Chair of the Governance Committee.

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EXPENSE AND TRAVEL POLICY


Ontario Retirement

Pension Plan

Administration

Corporation

Version 3 June 3, 2016

1

Contents

Purpose and Scope ........................................................................................................................................ 2

Principles ....................................................................................................................................................... 2

Mandatory Requirements ............................................................................................................................. 2

Accountability Framework and Management Discretion ............................................................................. 3

Travel ............................................................................................................................................................ 3

Travel Approval ......................................................................................................................................... 3

Insurance ................................................................................................................................................... 4

Transportation .............................................................................................................................................. 4

Air Travel ................................................................................................................................................... 4

Train Travel ............................................................................................................................................... 4

Automobile Travel ..................................................................................................................................... 4

Parking and Tolls ....................................................................................................................................... 5

Public Transit ............................................................................................................................................. 5

Taxis .......................................................................................................................................................... 5

Accommodations .......................................................................................................................................... 5

Meals ............................................................................................................................................................. 5

Other Expenses ............................................................................................................................................. 6

Telecommunications ................................................................................................................................. 6

Personal Care ............................................................................................................................................ 6

Tips ............................................................................................................................................................ 6




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Purpose and Scope The Expense and Travel Policy applies to all team members of the Ontario Retirement Pension Plan

Administration Corporation – members of the Board, officers and employees. This policy applies when

traveling or otherwise incurring expenses in relation to the ORPPAC business. Provisions of this policy

also extend to consultants/vendors travelling on ORPPAC business.

The purpose of this policy is to:

set out rules and principles for the reimbursement of expenses to ensure fair and reasonable

practices; and

provide a framework of accountability to guide the effective oversight of resources in the

reimbursement of expenses.

This policy is intended to complement and support the direction and principles included in the ORPPAC’s

Code of Conduct. Separate and distinct hospitality provisions are included in the Benefits,

Entertainment and Gifts section of the Code of Conduct.

Principles As outlined in the ORPPAC’s set of values and reinforced in the Code of Conduct, we are committed to

the public good and maintenance of public trust. As such, we expect that each team member will

perform their duties and conduct themselves in such manner as not to undermine this trust. The

application of this principle is foundational to our Expense and Travel Policy to ensure:

The Corporation’s funds are used prudently and responsibly with a focus on accountability and

transparency.

Expenses for travel and meals support the Corporation’s mandate and objectives.

Plans for travel, meals, and accommodation are necessary and economical with due regard for

health and safety.

Legitimate authorized expenses incurred during the course of business are reimbursed.

Mandatory Requirements The mandatory requirements within this policy are:

Good record-keeping practices must be maintained for verification and audit purposes.

Expenses for a group can only be claimed by the most senior person present – expenses cannot be

claimed by an individual that are incurred by his/her approver (e.g., a staff member cannot submit

his/her manager’s claim for lunch even if they were at the same event).

Alcohol cannot be claimed and will not be reimbursed as part of a travel or meal expense.

How to Claim Expenses Board Directors, officers and staff seeking reimbursement must:


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submit original, itemized receipts with all claims (credit card slips are not sufficient). If there is not

an itemized receipt, a written explanation must be submitted to explain why the receipt is

unavailable and a description itemizing and confirming the expenses must be provided;

submit claims by the end of the quarter following the quarter in which the expense was incurred; a

written explanation is required if not submitted within this timeframe; and

submit claims for expenses within 30 days of leaving a position with Corporation.

Supervisors approving reimbursement must:

provide approval only for expenses that were necessarily incurred in the performance of the

corporation’s business;

provide approval only for claims that include all appropriate documentation (e.g., original itemized

receipts); and

not approve their own expenses.

Accountability Framework and Management Discretion For the purpose of this policy, managerial discretion is the administrative authority to make decisions

and choices with some degree of flexibility, while exercising prudent judgement and maintaining

compliance with this policy. There is no discretion to depart from the principles and the mandatory

requirements of this policy.

When a situation arises and discretion needs to be exercised, approvers should consider whether the

request is:

able to stand up to scrutiny by the auditors and members of the public;

properly explained and documented;

fair and equitable;

reasonable; and

appropriate.

Travel

Travel Approval All travel must have prior written approval (email is sufficient) from an appropriate authority. For the

purposes of this policy, domestic travel is defined as travel within Canada and the continental United

States, while any travel outside of this area is deemed International travel. The following chart identifies

the appropriate authority level of approval for international travel.


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Role Domestic Travel Approval Level

International Travel Approval Level

Chair No Approval Necessary Two members of the Board

Board Director No Approval Necessary Chair

CEO No Approval Necessary Chair

Officer No Approval Necessary CEO

Employee Manager/Supervisor CEO

Consultant Contract Manager CEO

Travel Insurance Employees traveling outside of Canada are responsible for arranging appropriate medical insurance, the cost of which will be reimbursed by the Corporation.

Transportation

Air Travel

Economy class (coach) is the standard option for ticket purchase. In special circumstances, business class

travel is permitted with prior written approval (email is sufficient) from the appropriate approval

authority for flights:

outside of North America;

longer than 4 hours in duration; or

within North America, if related to the provision of reasonable accommodation (e.g., health

reasons).

Train Travel

Economy class (coach) is the standard option for ticket purchase. Travel in business class is permitted

with prior written approval (email is sufficient) in the following circumstances:

choosing a travel time that allows you to reduce expenditures on meals or accommodation (e.g., compare an economy (coach) class ticket plus a meal, with the cost of a ticket for VIA 1, where the meal is included);

accommodation requirements; or

health and safety considerations.

Automobile Travel The cost of a car rental will be reimbursed when it is economical to do so. In order to ensure that car

rentals will be covered, team members should seek prior approval from an appropriate approval


5

authority (email is sufficient). A compact model or its equivalent is the standard option. Any exception

should be guided by the principle that the rental vehicle is the most economical and practical size, taking

into account the business purpose, number of occupants and safety (including weather) considerations.

Luxury and sport vehicles are prohibited.

With prior written approval from the appropriate approval authority (email is sufficient), mileage used

for a personal vehicle on company business will be reimbursed at the CRA automobile allowance rates,

as amended from time to time.

Parking and Tolls

Reimbursement is provided for necessary and reasonable expenditures on parking, as well as tolls for

bridges, ferries and highways, when driving on corporation business.

Parking costs incurred in the office area as part of a regular commute to work will not be reimbursed.

There is no reimbursement for traffic or parking violations.

Public Transit

Local public transportation including hotel/airport shuttles should be used wherever practical and will

be reimbursed while on business. Public transit for daily commuting will not be reimbursed.

Taxis

Taxis may be reimbursed when it is the most economical option for group travel or taking a cab allows

team members to meet a tight schedule for meetings. As a rule, the corporation’s taxi service of record

should be used when possible.

Accommodations Reimbursement will be made for single accommodation in a standard room at an appropriate business

hotel, unless equivalent or better rates are offered. There will be no reimbursement for hotel suites,

executive floors or concierge levels.

Meals Board Directors, officers and staff will be reimbursed for reasonable meal expenses while travelling on

business. Under normal circumstances, the maximum meal allowances are the following:

Meals Maximum Amount

Breakfast $15.00

Lunch $20.00

Dinner $25.00


6

These amounts are inclusive of reasonable amounts for gratuities. When more than one meal is claimed

for any day, you may allocate the combined maximum rates between the meals. For example, if you will

be eating breakfast and lunch, the combined rate is $35.00. This now becomes the maximum rate for

the two meals, regardless of what you spend on each meal.

Other Expenses

Telecommunications

Reasonable charges for phone, internet, and business services will be reimbursed when traveling on the corporation’s business.

Personal Care

Reasonable charges for expenses while on overnight business travel such as: laundry, dry cleaning, hotel

valet services (e.g., shirt pressing, suit steaming, shoe polishing, etc.) will be reimbursed for travel

exceeding five days. Itemized receipts are required.

Tips

Reasonable gratuities for porter, hotel room services, and taxis may be reimbursed. Keep a record

of gratuities paid in order to submit for reimbursement.

Term of Policy, Adherence & Review This Policy has been approved by the Board and is effective as of XXXX.




Glossary of Terms Team Member group includes directors, officers and employees of ORPPAC.

Officer is defined as the individual appointed by the board, pursuant to s. 8.1 of the corporate by-law

#1. The group includes Chief Executive Officer, Chief Financial Officer, Chief Technology Officer and all

Senior Vice Presidents.

Itemized receipt is defined as an original document identifying the vendor with the date and amount of

each expense item paid by the claim submitter.

Appendix 4 Template Procurement Forms

Ontario Retirement Pension Plan Administration Corporation (“ORPPAC”)

Approval Form

General Information

Date Procurement Issued (yyyy/mm/dd)

ORPP AC Tracking Number RFP#___ - 2016 [NTD: Insert procurement number used in the procurement log]

Prepared by (Last Name, First Name)

Position Title

Approval to: Issue the [invitational competitive request for proposal / open competitive request for proposal] in connection with the procurement of ____________________. [NTD: insert description of services/goods being procured]

Approval

Approving Level Name of Approving Official

(Last Name, First Name) Signature Date (yyyy/mm/dd)

Comments:

Return To (Last Name, First Name)

Telephone Number

Copy To (Last Name, First Name)

Telephone Number

RFP #___-2016

Declaration Form – No Conflict of Interest

Procurement RFP #__-2016

I, _______________________ (insert your name) am participating in the evaluation of requests

for proposals received from proponents in connection with the request made by the Ontario

Retirement Pension Plan Administration Corporation (“ORPPAC”) for

______________________ (insert description of services), procurement number RFP #__-2016

(insert reference number) (the “Procurement”).

For the purposes of my declaration that follows, I understand that a conflict of interest arises

when my personal or professional interest could influence my decision or performance in

carrying out my duties on behalf of ________ (insert name of employer).

I, _______________________ (insert your name) hereby declare that no conflict of interest

arises in connection with my participation in the evaluation of the Procurement.

DATED ___________________, 2016

Name:

RFP #___-2016


(“ORPPAC”)

Evaluation Form For: RFP # ___-2016

Evaluated by: (insert name of evaluator)

Name of Proponent: (insert name of proponent)

Date: (insert date)

Evaluation Criterion Maximum Score

Evaluator’s Comments (include page numbers; and pros and cons of submissions)

Evaluator’s Score

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

RFP #___-2016

Evaluation Criterion Maximum Score

Evaluator’s Comments (include page numbers; and pros and cons of submissions)

Evaluator’s Score

16.

17.

18.

19.

20.

21.

22.

RFP Evaluation Summary Form


RFP Number:

RFP Title:

Evaluator(name

eval)

(name

eval)

(name

eval)

Concensus

Score

(preferred)

Average

Score

(alternative)

(name

eval)

(name

eval)

(name

eval)

Concensus

Score

(preferred)

Average

Score

(alternative)

(name

eval)

(name

eval)

(name

eval)

Concensus

Score

(preferred)

Average

Score

(alternative)

Criteria 1 0.0 0.0 0.0

Criteria 2 0.0 0.0 0.0

Criteria 3 0.0 0.0 0.0

Total Individual Scores 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

Ranking

TOTAL SCORE (Concensus or

Average)

Group Ranking

Evaluation Team Approval:

Team Member Name

(name evaluator)

(name evaluator)

(name evaluator)

;

Signature Date

(name proponent)

RFP #___-2016

(Describe services)

(name proponent)(name proponent)

Ontario Retirement Pension Plan Administration Corporation Approval Form

General Information

Date Prepared (yyyy/mm/dd)

ORPPAC Tracking Number RFP #___- 2016

Prepared by (Last Name, First Name)

Position Title

Approval to: Award contract for the _________ RFP (RFP #_____-2016) in connection with the procurement of ______________________ for ORPPAC. The requirements in the procurement policy approved by the ORPPAC board of directors on April 5, 2016 were complied with in connection with RFP #____-2016 and the procurement of _______________.

Approval

Approving Level Name of Approving Official

(Last Name, First Name) Signature Date (yyyy/mm/dd)

Comments:

Return To (Last Name, First Name)

Telephone Number

Copy To (Last Name, First Name)

Telephone Number

RFP Evaluation Summary FormOntario Retirement Pension Plan Administration Corporation

RFP Number:

RFP Title:

Evaluator(name

eval)

(name

eval)

(name

eval)

Concensus

Score

(preferred)

Average

Score

(alternative)

(name

eval)

(name

eval)

(name

eval)

Concensus

Score

(preferred)

Average

Score

(alternative)

(name

eval)

(name

eval)

(name

eval)

Concensus

Score

(preferred)

Average

Score

(alternative)

Criteria 1 0.0 0.0 0.0

Criteria 2 0.0 0.0 0.0

Criteria 3 0.0 0.0 0.0

Total Individual Scores 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0

Ranking

TOTAL SCORE (Concensus or

Average)

Group Ranking

Evaluation Team Approval:

Team Member Name

(name evaluator)

(name evaluator)

(name evaluator)

;

Signature Date

(name proponent)

RFP #___-2016

(Describe services)

(name proponent)(name proponent)

Appendix 5 Organization Charts (2016-2017)

SVP Plan Operations

Admin Support (1)

Program Management (3)

VP External Pension Operations (1)

VP Internal Operations (1)

VP Pension Education & Communications (1)

Admin Support (1)

Pension Towers (7)

I.T. Towers (7)

Director Compliance, Audit & Enforcement (1)

Admin Support (1)

Director Verification Process (1)

Manager Compliance & Enforcement (2)

Auditors (20)

Enforcement Officers (20)

Compliance Officers (7)

Manager Verification Process (1)

Client Services Supervision (3)

Data Management (4)

Director Plan Communications (1)

Director Education & Outreach (1)

Admin Support (1)

Senior Technical Content Writers (2)

Technical Content Writers (4)

Call Centre Manager (1)

Internal Training (3)

Director Vendor Management (1)

Field Reps. (14)

Client Service Representatives (40)

User Acceptance Testing (5)

Benchmarking/ Reporting (1)

Director Operations Support (1)

Data Management (2)

SVP I&IT Chief Technology Officer

VP CIO Office

VP BPO Implementation Office Support

VP Project Management Office

VP IT Security

VP IT Architecture

VP IT Infrastructure Support

VP Business Application Support

Treasury Policy & Management

Credit, Interest Rate & Liquidity Management Oversight

Banking Relations

Chief Financial Officer

Administrative Assistant

VP Investment Finance & Operations

VP Audit Services

VP Human Resources

Financial Planning & Analysis

Financial Reporting, Pension Compliance & Regulatory, Tax, Finance Data Management

Operations

Financial & Key Risk Analysis

Compensation, Pension & Benefits Admin

Development & Training

Recruitment & Talent Management

Project Management

VP Controller

Investment Data Management & Reporting

Operations Audit

IT Audit

Projects Audit

Performance Measurement & Attribution

Cash Management

Records Management, Procurement, Purchasing, Facilities & Services

Corporate Policy & Admin

IT & Project Finance

Business Performance

Business Analysis

Payroll

Project Office

Investment Compliance and Regulatory

Marketing Firm

Marketing Lead (Title TBD)

Publications Manager

Digital Media Specialist

Graphic Designer

Webmaster

Producer (2)

Manager, Communications, Marketing and Public Affairs

SVP Communications, Marketing, Public Affairs

Department Admin Support

VP Public Affairs

Director of Government Relations

Director of Community/Business/Employer outreach

Speaker’s Bureau Lead

Associated Team (TBD)

Director of Internal Communications and Employee Engagement

Associate of Internal Communications and Employee Engagement

Media Relations and Issues Lead

Media Relations and Issues Support

VP Corporate Communications

Strategic Communications Lead

Communications Project Manager

Writers/Editors (2/3)

Communications Firm

Manager of Translations and French Language Services

General Council

SVP Strategy, Policy & Governance

Executive Assistant & Special Advisor


Business Coordinator

Director Governance

Vice President Actuarial Analysis & Risk Management

Vice President Strategy, Policy & Analytics

Vice President Rulings, Interpretation & Appeals

Director Actuarial Analysis & Funding Policy

Director Rulings & Interpretation

Director Analytics

Director Risk Management

Director Strategy & Policy

Director Appeals

Investment Advisor

Board of Directors

CEO

Senior Advisor

Executive Assistant

Director

Manager

Director

Manager

12 Support

Director

Manager

7 Support

Director

Manager

3 Support

Director

Manager

2 Support

Director

Manager

2 Support

Director

Manager

1 Support

Ontario Retirement Pension Plan

Administration Corporation (ORPPAC)

Office of the CEO

Board of Directors

CEO

Senior Advisor

Executive Assistant

Plan Operations

SVP Plan

Operations

Admin Support (1) Program

Management (3)

VP External Pension

Operations (1)

VP Internal

Operations (1)

VP Pension

Education &

Communications (1)

Admin Support (1)

Pension Towers (7)

I.T. Towers (7)

Director Compliance,

Audit & Enforcement

(1)

Admin Support (1) Director Verification

Process (1)

Manager

Compliance &

Enforcement (2)

Auditors (20)

Enforcement Officers

(20)

Compliance Officers

(7)

Manager Verification

Process (1)

Client Services

Supervision (3)

Data Management

(4)

Director Plan

Communications (1)

Director Education &

Outreach (1) Admin Support (1)

Senior Technical

Content Writers (2)

Technical Content

Writers (4)

Call Centre Manager

(1)

Internal Training (3)

Director Vendor

Management (1)

Field Reps. (14)

Client Service

Representatives (40)

User Acceptance

Testing (5)

Benchmarking/

Reporting (1)

Director Operations

Support (1)

Data Management

(2)

Information Technology

SVP I&IT Chief

Technology Officer

VP CIO Office

VP BPO

Implementation

Office Support

VP Project

Management Office VP IT Security VP IT Architecture

VP IT Infrastructure

Support

VP Business

Application Support

Director

Manager

Director

Manager

12 Support

Director

Manager

7 Support

Director

Manager

3 Support

Director

Manager

2 Support

Director

Manager

2 Support

Director

Manager

1 Support

Office of the Chief

Financial Officer

Treasury Policy &

Management

Credit, Interest Rate

& Liquidity

Management

Oversight

Banking Relations

Chief Financial

Officer

Administrative

Assistant

VP Investment

Finance & Operations VP Audit Services

VP Human

Resources

Financial Planning &

Analysis

Financial Reporting,

Pension Compliance &

Regulatory, Tax, Finance

Data Management

Operations Financial & Key Risk

Analysis

Compensation,

Pension & Benefits

Admin

Development &

Training

Recruitment & Talent

Management

Project Management

VP Controller

Investment Data

Management &

Reporting

Operations Audit

IT Audit

Projects Audit

Performance

Measurement &

Attribution

Cash Management

Records Management,

Procurement,

Purchasing, Facilities &

Services

Corporate Policy &

Admin

IT & Project Finance

Business

Performance

Business Analysis

Payroll

Project Office

Investment

Compliance and

Regulatory

Communications, Marketing

and Public Affairs

Marketing Firm

Marketing

Lead (Title

TBD)

Publications

Manager

Digital Media

Specialist

Graphic

Designer

Webmaster

Producer (2)

Manager,

Communications,

Marketing and Public

Affairs

SVP Communications,

Marketing, Public Affairs

Department

Admin Support

VP Public

Affairs

Director of

Government

Relations

Director of

Community/Busines

s/Employer

outreach

Speaker’s

Bureau Lead

Associated

Team (TBD)

Director of Internal

Communications and

Employee

Engagement

Associate of

Internal

Communications

and Employee

Engagement

Media

Relations and

Issues Lead

Media

Relations and

Issues Support

VP Corporate

Communications

Strategic

Communications

Lead

Communications

Project Manager

Writers/Editors

(2/3)

Communications

Firm

Manager of

Translations and

French Language

Services

Strategy, Policy and Governance

SVP Strategy, Policy &

Governance

Executive Assistant &

Special Advisor


Business Coordinator

Director Governance

Vice President Actuarial

Analysis & Risk

Management

Vice President Strategy,

Policy & Analytics

Vice President Rulings,

Interpretation & Appeals

Director Actuarial Analysis &

Funding Policy

Director Rulings &

Interpretation Director Analytics Director Risk Management Director Strategy & Policy Director Appeals

Appendix 6 Officers’ Registrar

As of August 12, 2016


OFFICERS' REGISTER

NAME & RESIDENTIAL ADDRESS OFFICE HELD Date Became an

Officer

DD MM YY

Date Ceased to be

an Officer

DD MM YY

Rafi, Saäd Chief Executive Officer

13 1 2016 19 7 2016

Barton, Neala Senior Vice President,

Marketing,

Communications and

Public Affairs

9 2 2016 15 7 2016

Brown, Jennifer Senior Vice President,

Plan Operations 9 2 2016 15 7 2016

Palangio, Mary Anne Chief Financial Officer

22 3 2016 12 8 2016

Gill, Brian Chief Technology Officer

2 Queen Street EastToronto, Ontario, Canada

26 4 2016 15 7 2016

Slivinskas, Anne Senior Vice President


11 5 2016 12 8 2016

Slivinskas, Anne General Counsel


11 5 2016 12 8 2016

Appendix 7 Board Governed Agency Attestation

Appendix 8 Intellectual Property Registrations

1

DOMAIN NAME REGISTRATIONS The chart below lists the domain names that were purchased and registered in the name of the Ontario Retirement Pension Plan Administration Corporation on November 24 and 25, 2015. Certain names were not available for purchase because they had already been registered in the name of a third party.

Domain Name Status

ORPPAC

English

orppac.com Purchased

orppac.ca Purchased

orppac.org Purchased

orppac.net Purchased

orppac.info Purchased

orppac.biz Purchased

French

sarrpo.com Purchased

sarrpo.ca Purchased

sarrpo.org Purchased

sarrpo.net Purchased

sarrpo.info Purchased

sarrpo.biz Purchased

ORPP

English

orpp.com Not Available- O’Rourke Petroleum, Nov 1996

orpp.ca Not Available- Namespro, July 2015

orpp.org Not Available- NY Resident, GoDaddy, Aug 2015

orpp.net Not Available- Name reseller, GoDaddy, Sept 2015

orpp.info Purchased

orpp.biz Purchased

French

rrpo.com Not Available- GoDaddy, September 2006

rrpo.ca Purchased

rrpo.org Purchased

rrpo.net Not Available- GoDaddy Oct 2015

rrpo.info Purchased

rrpo.biz Purchased

ONTARIO RETIREMENT PENSION PLAN ADMINISTRATION CORPORATION

English

ontarioretirementpensionplanadministrationcorporation.com Purchased

ontarioretirementpensionplanadministrationcorporation.ca Purchased

2

Domain Name Status

ontarioretirementpensionplanadministrationcorporation.org Purchased

ontarioretirementpensionplanadministrationcorporation.net Purchased

ontarioretirementpensionplanadministrationcorporation.info Purchased

ontarioretirementpensionplanadministrationcorporation.biz Purchased

French

societedadministrationduregimederetraiteontario.com Purchased

societedadministrationduregimederetraiteontario.ca Purchased

societedadministrationduregimederetraiteontario.org Purchased

societedadministrationduregimederetraiteontario.net Purchased

societedadministrationduregimederetraiteontario.info Purchased

societedadministrationduregimederetraiteontario.biz Purchased

ORPP ADMINISTRATION CORPORATION

English

orppadministrationcorporation.com Purchased

orppadministrationcorporation.ca Purchased

orppadministrationcorporation.org Purchased

orppadministrationcorporation.net Purchased

orppadministrationcorporation.info Purchased

orppadministrationcorporation.biz Purchased

French

societedadministrationdurrpo.com Purchased

societedadministrationdurrpo.ca Purchased

societedadministrationdurrpo.org Purchased

societedadministrationdurrpo.net Purchased

societedadministrationdurrpo.info Purchased

societedadministrationdurrpo.biz Purchased

ONTARIO RETIREMENT PENSION PLAN

English

ontarioretirementpensionplan.com Not Available- Network Solutions, Aug 2015

ontarioretirementpensionplan.ca Not Available- Network Solutions, Aug 2015

ontarioretirementpensionplan.org Purchased

ontarioretirementpensionplan.net Purchased

ontarioretirementpensionplan.info Purchased

ontarioretirementpensionplan.biz Purchased

French

regimederetraiteontario.com Purchased

regimederetraiteontario.ca Purchased

regimederetraiteontario.org Purchased

regimederetraiteontario.net Purchased

regimederetraiteontario.info Purchased

regimederetraiteontario.biz Purchased

ONTARIO PENSION PLAN

English

3

Domain Name Status

ontariopensionplan.com Not Available- Namespro, Oct 2013

ontariopensionplan.ca Not Available- Namespro, Oct 2013

ontariopensionplan.org Not Available- Moniker, Jan 2014

ontariopensionplan.net Not Available- Moniker, Jan 2014

ontariopensionplan.info Purchased

ontariopensionplan.biz Purchased

French







ONTARIO PENSION

English

ontariopension.com Not Available- Fabulous Com PTY, Feb 2015 (Asking price $1,149)

ontariopension.ca Not Available- Namespro, March 2012

ontariopension.org Not Available- GoDaddy, July 2015

ontariopension.net Purchased

ontariopension.info Purchased

ontariopension.biz Purchased

French







ON PENSION PLAN

English

onpensionplan.com Purchased

onpensionplan.ca Purchased

onpensionplan.org Purchased

onpensionplan.net Purchased

onpensionplan.info Purchased

onpensionplan.biz Purchased

French

regimederetraiteon.com Purchased

regimederetraiteon.ca Purchased

regimederetraiteon.org Purchased

regimederetraiteon.net Purchased

regimederetraiteon.info Purchased

regimederetraiteon.biz Purchased

ON PENSION

4

Domain Name Status

English

onpension.com Not Available- GoDaddy, Jan 2015

onpension.ca Purchased

onpension.org Purchased

onpension.net Purchased

onpension.info Purchased

onpension.biz Purchased

French

regimederetraiteon.com Purchased

regimederetraiteon.ca Purchased

regimederetraiteon.org Purchased

regimederetraiteon.net Purchased

regimederetraiteon.info Purchased

regimederetraiteon.biz Purchased

ONT PENSION PLAN

English

ontpensionplan.com Purchased

ontpensionplan.ca Purchased

ontpensionplan.org Purchased

ontpensionplan.net Purchased

ontpensionplan.info Purchased

ontpensionplan.biz Purchased

French

regimederetraiteont.com Purchased

regimederetraiteont.ca Purchased

regimederetraiteont.org Purchased

regimederetraiteont.net Purchased

regimederetraiteont.info Purchased

regimederetraiteont.biz Purchased

ONT PENSION

English

ontpension.com Purchased

ontpension.ca Purchased

ontpension.org Purchased

ontpension.net Purchased

ontpension.info Purchased

ontpension.biz Purchased

French

regimederetraiteont.com Purchased

regimederetraiteont.ca Purchased

regimederetraiteont.org Purchased

regimederetraiteont.net Purchased

regimederetraiteont.info Purchased

regimederetraiteont.biz Purchased

5

The chart below lists the domain names that were purchased and registered in the name of the Ontario Retirement Pension Plan Administration Corporation on March 30, 2016 and April 8, 2016.

Domain Name Status

Ontarioregisteredpensionplan

English

ontarioregisteredpensionplan.ca (March 30, 2016) Purchased

Ontarioregisteredpensionplan.com (April 8, 2016) Purchased

Ontarioregisteredretirementplan

English

ontarioregisteredretirementplan.ca (March 30, 2016) Purchased

ontarioregisteredretirementplan.com (April 8, 2016) Purchased

The chart below lists the domain names that were purchased and registered in the name of the Ontario Retirement Pension Plan Administration Corporation on April 15, 2016.

Domain Name Status

ontarioretirementpensionplan-orpp.ca

English

ontarioretirementpensionplan-orpp.ca (April 15, 2016) Purchased

ontarioretirementpensionplan-orpp.com

English

ontarioretirementpensionplan-orpp.com (April 15, 2016) Purchased

PageJF - 93 - 94

APPL'N No./No DEM. 1 764 206

125 janv/Jan 2016

FORMALIZED/FORMALITÉS ACCOMPLIES

FILING DATE/DATE DE PRODUCTION: 20 janv/Jan 2016

APPLICANT/REQUÉRANT:Ontario Retirement Pension Plan AdministrationCorporation375 University AvenueSuite 700TorontoONTARIOM5G 2J5

AGENT:GOODMANS LLPATTN: INTELLECTUAL PROPERTY GROUPBAY ADELAIDE CENTRE333 BAY STREET, SUITE 3400TORONTOONTARIO M5H 2S7ATTENTION: Amalia Berg

REP FOR SERVICE/REP POUR SIGNIFICATION:GOODMANS LLPATTN: INTELLECTUAL PROPERTY GROUPBAY ADELAIDE CENTRE333 BAY STREET, SUITE 3400TORONTOONTARIO M5H 2S7ATTENTION: Amalia Berg

TRADE-MARK/MARQUE DE COMMERCE:

ORPP

SERVICES:

36 administration of pension plans, management and investment of pension funds.

CLAIMS/REVENDICATIONS:

Proposed Use in CANADA on services.

PageJF - 93 - 94

APPL'N No./No 1 764 206

225 janv/Jan 2016

Comments/CommentairesAction Date BF

filed/produite 2016/01/20created/créé 2016/01/21formalized/formalisée 2016/01/25

PageJF - 93 - 94

APPL'N No./No DEM. 1 764 268

125 janv/Jan 2016

FORMALIZED/FORMALITÉS ACCOMPLIES

FILING DATE/DATE DE PRODUCTION: 21 janv/Jan 2016

APPLICANT/REQUÉRANT:Ontario Retirement Pension Plan AdministrationCorporation375 University AvenueSuite 700TorontoONTARIOM5G 2J5

AGENT:GOODMANS LLPATTN: INTELLECTUAL PROPERTY GROUPBAY ADELAIDE CENTRE333 BAY STREET, SUITE 3400TORONTOONTARIO M5H 2S7ATTENTION: Amalia Berg

REP FOR SERVICE/REP POUR SIGNIFICATION:GOODMANS LLPATTN: INTELLECTUAL PROPERTY GROUPBAY ADELAIDE CENTRE333 BAY STREET, SUITE 3400TORONTOONTARIO M5H 2S7ATTENTION: Amalia Berg

TRADE-MARK/MARQUE DE COMMERCE:

ORPPAC

SERVICES:

36 administration of pension plans, management and investment of pension funds.

CLAIMS/REVENDICATIONS:

Proposed Use in CANADA on services.

PageJF - 93 - 94

APPL'N No./No 1 764 268

225 janv/Jan 2016

Comments/CommentairesAction Date BF

filed/produite 2016/01/21created/créé 2016/01/21formalized/formalisée 2016/01/25

Appendix 9 Website Draft Wireframes

Appendix 10 Corporate By-Law

BY-LAW NO. 1 (“General By-Law”)

Being a by-law relating generally to the conduct of the business and affairs of


BE IT ENACTED as a by-law of the Corporation as follows:

ARTICLE 1 DESCRIPTION OF BY-LAW

1.1 Definitions

(a) “the Act” means the Ontario Retirement Pension Plan Administration

Corporation Act, 2015, or any statute which may be substituted therefor, including any regulations made thereunder, as amended from time to time;

(b) “Board of Directors” means the board of directors of the Corporation; and “Director” means a director of the Corporation;

(c) “By-law” means any by-law of the Corporation in force as amended or restated from time to time;

(d) “Chair” means the chair of the Board of Directors;

(e) “Corporation” means Ontario Retirement Pension Plan Administration Corporation;

(f) “holiday” means Saturday, Sunday and any statutory holiday if the Corporation’s offices are closed;

(g) “Initial Board” means the initial three-person Board of Directors established under Section 12 of the Act;

(h) “OBCA” means the Business Corporations Act (Ontario), as may be amended from time to time;

(i) “Minister” means the Minister of Finance or such other member of the Executive Council as may be assigned the administration of the Act under the Executive

Council Act;

(j) “person” includes an individual, partnership, association, body corporate, trustee, executor, administrator or legal representative; and

(k) “Regulations” means those regulations that may be made by the Lieutenant Governor in Council pursuant to Section 39 of the Act.

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1.2 Interpretation

All terms which are contained in this By-law and in all other by-laws of the Corporation hereafter passed and which are not defined herein but which are defined in the Act shall have the meaning given to such terms in the Act unless the context requires otherwise. Words importing the singular number also include the plural and vice-versa. All specific references herein to officers shall be to the officers of the Corporation holding such office. The headings used in this By-law are for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

ARTICLE 2 BUSINESS OF THE CORPORATION

2.1 The Corporation

The Corporation is a corporation without share capital established under the name Ontario Retirement Pension Plan Administration Corporation in English and Société d’administration du Régime de retraite de la province de l’Ontario in French.

2.2 Fiscal Year

Unless otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

2.3 Head Office

The head office of the Corporation shall be in the City of Toronto, in the Province of Ontario. The Corporation may maintain offices in such other places as the Board of Directors may determine.

2.4 Seal

The Corporation may, but need not, have a seal, the form of which may be adopted and changed by the Board of Directors.

2.5 Execution of Instruments

Any one officer or director may sign documents, deeds, transfers, assignments, contracts, obligations, certificates and any other similar instrument on the Corporation’s behalf with respect to any factual matters relating to the Corporation’s business and affairs. The Board of Directors shall have power from time to time by resolution or written delegation to appoint an officer or officers or any other person or persons authorized by the Board of Directors on behalf of the Corporation to sign specific contracts, documents and instruments, or classes of contracts, documents and instruments in writing, including the authority to sub-delegate such authority in writing.

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2.6 Counterparts Permitted Any notice, resolution, requisition, statement or other document required or permitted to be executed by more than one person for the purposes of the Act or any Regulations may be executed in several documents each of which when executed by one or more of such persons shall be deemed to constitute one document for the purposes of the Act and any Regulations.

2.7 Banking Arrangements

The banking business of the Corporation, or any part thereof, shall be transacted with such bank, trust company or other firm or body corporate as the Board of Directors may designate, appoint or authorize from time to time and all such banking business, or any part thereof, shall be transacted on the Corporation’s behalf by such one or more officers or other persons as the Board of Directors may designate, direct or authorize from time to time and to the extent thereby provided.

ARTICLE 3 BORROWING

3.1 Borrowing

Without limit to the powers of the Board of Directors as provided in the Act and any Regulations, but subject to any express limitations therein contained, the Board of Directors may from time to time on behalf of the Corporation, to the extent permitted by applicable law:

(a) borrow money on the credit of the Corporation;

(b) issue, reissue, sell or pledge debt obligations of the Corporation;

(c) give, directly or indirectly, financial assistance to any person by means of a loan, a guarantee to secure the performance of an obligation or otherwise; and

(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

ARTICLE 4 BOARD OF DIRECTORS

4.1 Duties of Directors Subject to the Act and any Regulations, the Board of Directors shall manage the business and affairs of the Corporation.

4.2 Composition and Appointment

The Directors shall be appointed by the Lieutenant Governor in Council, on the recommendation of the Minister and in accordance with the Act and the Regulations. A person who is an officer or employee of the Corporation is ineligible to be a Director of the Corporation.

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4.3 Administer the Corporation’s Affairs

The Board of Directors may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its by-laws, the Act or otherwise authorized to exercise and do.

4.4 Remuneration and Expenses The Directors shall recommend to the Minister of Finance the remuneration payable to the Directors (it being acknowledged that the compensation of the members of the Initial Board has been set as at the date of this By-law), the benefits to be received by Directors and the manner in which Directors are reimbursed for expenses, in accordance with a framework established by the Board of Directors in its by-laws.

4.5 Vacancies Vacancies on the Board of Directors shall be filled by the Lieutenant Governor in Council under Section 7 of the Act.

4.6 Ceasing to Hold Office

A Director may resign from his or her position as such by notice in writing delivered or sent to the Corporation and such resignation shall become effective at the time the Corporation receives such notice or at the time specified in such notice, whichever is later.

ARTICLE 5 BOARD OF DIRECTORS’ MEETINGS

5.1 Notice of Meetings

5.1.1 Notice of any regular or special meeting of the Board of Directors shall be given in writing and sent by mail, electronic mail or facsimile at least five (5) days prior to the meeting. There shall be at least six meetings per year of the Board of Directors. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken thereat.

5.1.2 Notwithstanding subsection 5.1.1, the five-day notice requirement shall not apply in the event of an emergency, in which case the Chair should give as much prior notice by any method of telecommunications as is practicable. An “emergency” means an unusual or sudden circumstance that requires a meeting to be held without delay as determined by the Chair of the Board of Directors, or as defined by resolution of the Board of Directors. Waiver of notice contemplated by subsection 5.1.1 shall not be required for an emergency meeting for the meeting to be a validly constituted meeting as long as a quorum of the Board of Directors is present at the emergency meeting.

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5.2 Quorum

A majority of appointed Directors shall constitute a quorum for the transaction of business. Notwithstanding vacancies, a quorum of directors may exercise all of the powers of the Board of Directors.

5.3 Place of Meetings

Meetings of the Board of Directors shall be held at the head office of the Corporation or elsewhere in Ontario as the Board of Directors may determine. The Board of Directors may, by resolution, authorize the holding of meetings outside Ontario.

5.4 Calling of Meetings

Meetings of the Board of Directors shall be held from time to time at such place, on such day and at such time as the Chair of the Board of Directors may determine. The Chair of the Board of Directors shall consider a written request of a majority of Directors in deciding to hold a meeting of the Board of Directors.

5.5 Action by the Board of Directors The Board of Directors shall exercise its powers by or pursuant to a by-law or resolution passed at a meeting of Directors at which a quorum is present.

5.6 Action in Writing

A resolution in writing signed by all of the Directors entitled to vote on that resolution at a meeting of the Board of Directors or a committee of the Board of Directors is as valid as if it had been passed at a meeting of the Board of Directors or a committee of the Board of Directors.

5.7 Conduct of Meetings

Meetings shall be conducted in accordance with this By-law and any procedural guidelines adopted by the Board of Directors from time to time.

5.8 Votes

At all meetings of the Board of Directors, any question shall be decided by a majority of the votes cast on the question. In the case of an equality of votes, the Chair shall not be entitled to a second or casting vote. Any question at a meeting of the Board of Directors shall be decided by a show of hands unless a ballot is required or demanded.

5.9 Chair of the Board of Directors

(a) Appointment of Chair

The Lieutenant Governor in Council shall, on the recommendation of the Minister made after the Minister has consulted with the Board of Directors, designate a member of the Board of Directors to be its Chair.

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(b) Acting Chair

If the Chair is absent at any meeting of the Board of Directors or if the office of the Chair is vacant, one of the Directors present who is chosen to so act by the Directors present shall preside and have all the powers, duties and functions of the Chair.

5.10 Duties of the Chair

It is the duty of the Chair:

(a) to preside at all meetings of the Board of Directors;

(b) to set the agenda for all meetings of the Board of Directors;

(c) to be the primary spokesperson for the Board of Directors;

(d) to commence the meetings of the Board of Directors by taking the chair and calling the Directors to order as soon as a quorum is present;

(e) to announce the business before the Board of Directors and the order in which it is to be acted upon;

(f) to receive and submit, in proper manner, all motions presented by the Board of Directors;

(g) to put a vote to all motions which are moved or which necessarily arise in the course of the proceedings and to announce the result;

(h) to decline to put to a vote motions which are beyond the jurisdiction of the Board of Directors;

(i) to enforce on all occasions the observance of order and decorum among the Directors;

(j) where it is not possible to maintain order, to adjourn or suspend the meeting to a time specified by the Chair, without any motion being put forth; and

(k) to conclude the meeting when the business is completed or upon a motion to conclude.

5.11 Secretary The secretary shall send notices of meetings of the Board of Directors and record all minutes of proceedings and votes in the minute book of the Corporation.

5.12 Adjournment

Any meetings of the Board of Directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting. Notice of an adjourned meeting of

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the Board of Directors is not required if the time and place of the adjourned meeting is announced at the original meeting. A meeting of the Board of Directors may be postponed by the secretary, upon consultation with the Chair, until a later time or date simply by notifying Directors verbally or otherwise prior to the meeting.

5.13 Conflicts of Interest

Subject to and in accordance with section 132 of the OBCA, the Act and any Regulations and in the absence of an express policy of the Corporation relating to conflicts of interest, a Director or officer of the Corporation who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, or is a Director or an officer of or has a material interest in any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, shall disclose in writing to the Corporation or request to have entered in the minutes of meetings of the Board of Directors the nature and extent of such Director’s or officer’s interest, and any such Director shall remove himself or herself from the portion of any meeting during which such matter is to be discussed and shall refrain from voting in respect thereof unless otherwise permitted by the OBCA, the Act or any Regulations.

5.14 Conduct

The Board of Directors has plenary authority for the conduct of members of the Board of Directors at its meetings. The Board of Directors may, by resolutions, enact rules relating to conduct and establish consequences for breaching such rules.

ARTICLE 6 BOARD OF DIRECTORS’ MEETINGS BY TELEPHONE OR OTHER

ELECTRONIC MEANS

6.1 Meetings by Telephone or Other Electronic Means

Any Director may participate in a meeting of the Board of Directors or any committee thereof by means of telephone, electronic or other communication facilities that permit all persons participating in the meeting to communicate simultaneously and instantaneously, if the use of such means is necessary for such Director to participate.

ARTICLE 7 PROTECTION OF BOARD MEMBERS AND OFFICERS

7.1 Indemnity of Board Members and Officers

(a) Pursuant to section 136 of the OBCA, the Corporation shall indemnify a Director or officer of the Corporation, a former Director or officer of the Corporation or another individual who acts or acted at the Corporation’s request as a Director or officer, or an individual acting in a similar capacity, of another entity, including a member of any advisory, investment or similar committee or board of an entity of which the Corporation is or was a shareholder or creditor or in which the Corporation has or had a financial interest (or a person who undertakes or has undertaken any liability on behalf of the Corporation or, at the Corporation’s

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request, on behalf of any such entity), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.

(b) The Corporation may advance monies to such individual for the costs, charges and expenses of a proceeding referred to in (a) provided such individual agrees in advance, in writing, to repay the monies if the individual does not fulfill the conditions of paragraph (c).

(c) The Corporation shall not indemnify an individual under paragraph (a) unless the individual:

(i) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Corporation’s request, as the case may be; and

(ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful.

(d) The Corporation may also seek the approval of a court to indemnify an individual referred to in paragraph (a), or advance monies under paragraph (b), in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour, to which such individual is made a party because of the individual’s association with the Corporation or other entity as described in paragraph (a) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the condition set out in subparagraph (c)(i).

(e) Despite paragraph (a), an individual referred to in that paragraph is entitled to indemnity from the Corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Corporation or other entity as described in paragraph (a), if the individual seeking indemnity:

(i) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

(ii) fulfills the conditions set out in paragraph (c).

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7.2 Insurance

(a) Pursuant to section 136 of the OBCA, the Corporation may purchase and maintain insurance for the benefit of an individual referred to in 7.1(a) against any liability incurred by the individual:

(i) in the individual’s capacity as a director or officer of the Corporation; or

(ii) in the individual’s capacity as a director or officer, or a similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation’s request.

ARTICLE 8 OFFICERS

8.1 Appointment of Officers The board of directors may from time to time appoint officers and may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act and any Regulations, delegate to such officers powers to manage the business and affairs of the Corporation. No director of the Corporation may be appointed as an officer of the Corporation.

8.2 Remuneration of Officers

The remuneration of officers of the Corporation shall be determined from time to time by the Board of Directors. The Board of Directors shall establish remuneration ranges for the compensation of officers of the Corporation in accordance with processes adopted by the Board of Directors.

8.3 Powers and Duties of Officers

All officers appointed by the Board of Directors shall have authority for and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may have been assigned to them by the Board of Directors.

8.4 Conflict of Interest

In the absence of an express policy of the Corporation relating to conflicts of interest, officers shall disclose an interest in any material contract or transaction or proposed material contract or transaction with the Corporation in accordance with the Act, the Regulations and section 5.13 of this by-law.

ARTICLE 9 COMMITTEES OF THE BOARD OF DIRECTORS

9.1 Committees of Directors

The Board of Directors hereby establishes an audit committee, a human resources committee, a governance committee and an investment committee and shall establish mandates for such

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committees. The Board of Directors may establish additional committees as it considers appropriate. During the period from the establishment of the Initial Board until its dissolution, each committee established by the Initial Board will be composed of all members of the Initial Board, and the Chair will be the chair of each such committee.

9.2 Delegation

Subject to the Act and any Regulations and by-laws, the Board of Directors may delegate any power or duty to a Director, a committee of Directors or an officer, or such other person or persons so designated by the Board of Directors, all or any of the powers conferred on the Board of Directors by the Act, any Regulations or by-laws to such extent and in such manner as the Board of Directors shall determine at the time of such delegation, except the power to:

(a) approve the Corporation’s budget, including the budget for capital expenditures and staffing;

(b) approve the Corporation’s business plan, annual report and financial statements;

(c) establish a conflict of interest policy and procedures for monitoring and managing any conflicts of interest that arise;

(d) establish a code of conduct applicable to the Corporation’s Directors, officers, employees, agents and other persons;

(e) approve recommendations regarding the remuneration of Directors;

(f) appoint a chief executive officer;

(g) set the compensation for officers;

(h) appoint an auditor;

(i) establish committees of the Board of Directors;

(j) fill a vacancy in a committee of the Board of Directors;

(k) make, amend or repeal by-laws;

(l) establish a statement of investment policies and procedures and approve other investment policies, standards and procedures; and

(m) do any other thing as may be prescribed by the Act.

9.3 Transaction of Business

The powers of a committee of Directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all of the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada.

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9.4 Procedure

Unless otherwise determined by the Board of Directors, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairperson and to regulate its procedure.

ARTICLE 10 AMENDMENT OF BY-LAWS

10.1 Amendment of By-laws

The by-laws of the Corporation may be repealed or amended by by-law, on the approval of the majority of the Board of Directors. The repeal or amendment of a by-law does not have any impact on actions taken under the authority of such by-law before such by-law was repealed or amended.

ARTICLE 11 AUDITORS

11.1 Auditors

The Board of Directors shall annually appoint one or more persons licensed under the Public

Accounting Act, 2004 to audit the accounts and financial transactions of the Corporation and its subsidiaries, if any, and the pension fund for the previous year and to express an opinion on the financial statements for such entities based on the audit and to report to the Board of Directors. The auditor shall hold office until the Board of Directors appoints a replacement. The remuneration of the auditor shall be fixed by the Board of Directors.

ARTICLE 12 BOOKS AND RECORDS

12.1 Books and Records The Board of Directors shall see that the necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable law, are regularly and properly kept by the Corporation.

ARTICLE 13 RULES AND REGULATIONS

13.1 Rules and Regulations

The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Corporation as it deems expedient.

Effective Date: January 13, 2016 6520104

Appendix 11 Chair’s Mandate


BOARD CHAIR ROLE DESCRIPTION

Purpose

The role of the Chair of the Board of Directors (the “Board” or the “Directors”) of the Ontario Retirement Pension Plan Administration Corporation (“ORPPAC”) is to facilitate the effective performance of the Board.

Overview

The Board Chair plays an instrumental role in:

ensuring effective ORPPAC Board and Management decision-making through the use of processes and controls to ensure the highest standards of pension plan performance, management and administration;

fostering an environment where the Board’s governance practices are recognized for being thoughtful, reflective of the needs of the organization and industry leading, where appropriate;

aligning the Board and Committee actions with the core objectives and strategic direction of ORPPAC.

The Board Chair role is complex, demanding significant and well-developed skills that foster a constructive board culture and facilitate effective oversight and a productive relationship with Management based on partnership and accountability. The Board Chair position is a voting, non-executive position. The Board Chair serves as a spokesperson for the Board. The Board Chair is not an officer of the corporation.

1. Key Responsibilities

(a) Board Effectiveness: The Board Chair has a key role in presiding over Board meetings, setting the Board agenda, using the time and resources of the Board wisely, ensuring the will of the Board prevails, that there is maximum support for decisions of the Board and that its decisions are effectively communicated and implemented.

(b) Overall Governance Effectiveness: The Board Chair plays a lead role in implementation of the Board’s governance agenda including ORPPAC’s governance mission, vision and governance principles.

(c) Constructive Relationship with the CEO: The relationship between the Chief Executive Officer (“CEO”) and the Board Chair is of critical importance to the success of ORPPAC and delivering on the pension promise. The Board Chair facilitates the relationship through regular meetings with the CEO, and members of management designated by the CEO, with the objective of maintaining a strong transparent working relationship with the CEO. While working closely with the

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CEO, the Board Chair retains an independent perspective in representing the best interests of ORPPAC and the plan members.

(d) Board Skills: The Board Chair serves as chair of the Board’s Governance Committee and as such serves as a member of the nominating committee established pursuant to Section 7 of the Ontario Retirement Pension Plan

Administration Corporation Act, 2015 (the “Act”) and seeks advice from the Board to ensure identification of desired Board skills and competencies and a Board which combines expertise and teamwork.

(e) Recommendations for Committee Leadership and Membership Roles: The Board Chair provides advice to the Board on proposed Committee leadership roles and Committee membership.

(f) Stakeholder Communications: The Board Chair reports to the Board on ORPPAC’s overall objectives, processes and communication channels for communicating with plan members and other stakeholders.

(g) Government Relations: The Board Chair reports to the Board on ORPPAC’s relationship with the Province of Ontario and Canada.

(h) Director and Committee Chair Performance: The Board Chair works with Committee Chairs to promote meeting efficiency and with individual directors on individual director performance and related Board performance.

(i) Leadership: The Board Chair advances and articulates the vision of the Board and its objectives and speaks on behalf of the Board with respect to its decisions.

(j) Communication with the Minister of Finance: The Board Chair acts as the key liaison between the Board and the Minister of Finance.

2. Duties

The specific duties that the Board Chair is responsible for undertaking in support of the key responsibilities include:

(a) fostering a constructive tone between Directors and between Directors and Management including meeting conduct, decorum and individual director conduct so that the Board works as a cohesive team proactively addressing and resolving issues;

(b) ensuring that the informational needs of Directors are met as required to ensure informed and efficient decision-making;

(c) promoting independent thinking and decision-making of the Board;

(d) building consensus among Directors to facilitate decisions, ensuring that all views are considered during the decision-making process and moving Board discussions toward a constructive and timely resolution;

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(e) focusing on the annual schedule of meetings to ensure appropriate meetings are scheduled, that meetings end on time and that requests for additional meetings are appropriately addressed;

(f) fostering the Board’s role as an oversight and supervisory body and appropriate engagement of Management to fulfil its role;

(g) conferring with Management in relation to individual Director activities on behalf of ORPPAC as requested by Management such as assisting Management with respect to a business matter;

(h) referring new issues to the appropriate Committee for appropriate investigation or follow-up;

(i) focusing on the Board mandate with respect to matters proposed for Board consideration consistent with the Board’s responsibilities and performance objectives;

(j) keeping the Board informed on activities relating to the responsibilities outlined in 1(f) and 1(g); and

(k) ensuring that the Board monitors adherence by ORPPAC to the Act, including the regulations thereunder, and ORPPAC’s by-laws and policies.

3. Required Leadership Competencies

The following leadership competencies are required to be an effective Board Chair:

(a) well-developed interpersonal skills and excellent communications skills;

(b) organizational abilities directed at securing results;

(c) wisdom and discernment in managing fluid and dynamic situations;

(d) the ability to facilitate group dynamics and influence and achieve consensus;

(e) tact and diplomacy;

(f) politically adeptness;

(g) ability to act impartially among Directors and independently from Management;

(h) demonstrating an understanding of and support for the clear division of responsibilities between the Directors and Management; and

(i) proven capabilities in relation to leadership and achieving results consistent with the core objectives of ORPPAC.

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Board Chair Evaluation

The performance of the Board Chair will be assessed annually using a process whereby all Directors will have the opportunity for input relative to pre-determined criteria reflecting this role description.

Effective Date: January 13, 2016

6520593.6

Appendix 12 Board Mandate


BOARD OF DIRECTORS MANDATE

Introduction

Ontario Retirement Pension Plan Administration Corporation (“ORPPAC” or the “Corporation”) is the administrator of the Ontario Retirement Pension Plan (“ORPP”) as provided for in the Ontario Retirement Pension Plan Administration Corporation Act, 2015 (the “Act”) with responsibility for administering the ORPP, including making the pension plan operational, holding contributions of the ORPP in trust for its members, administering and investing the pension fund as trustee and exercising such other powers and performing such other duties as may be provided under the Act. The mission of ORPPAC is to discharge its statutory duties, under the prudent and responsible oversight of its directors and officers, and with a commitment to best practices in pension management and administration.

The Board of Directors of ORPPAC (the “Board”) has the responsibility to oversee the conduct and management of the business and affairs of ORPPAC as the administrator in a fiduciary manner. Consistent with its fiduciary oversight duties, the Board creates Committees from time to time to assist the Board in its overall responsibilities and delegates to those Committees authority in accordance with Board approved Committee Mandates.

This document (“Board Mandate” or “Mandate”) sets out the key responsibilities of the Board in the context of its management and supervision obligations. It is subject to the overriding requirements of the Act and the by-laws adopted by the Corporation from time to time.

The Board oversees the appointment of a Chief Executive Officer and delegates to management of the Corporation (“Management”) broad responsibilities for operation of the affairs of the Corporation including ensuring that ORPPAC discharges its statutory and related responsibilities to plan members.

This Mandate has been prepared to reflect principles and processes viewed as being important by the Board and Management to ensure that each discharges its duties and obligations in a way that maximizes results from the point of view of plan members. Those principles and processes include a strong governance framework aimed at ensuring transparency, accountability and cost-effectiveness, including annual reporting, annual meetings and appropriate financial controls. These principles and processes and the Mandate terms which follow are supportive of the vision and mission of ORPPAC which is to discharge its statutory duties, under the prudent and responsible oversight of its directors and officers, and with a commitment to best practices in pension management and administration.

The Board, either directly or through its Committees, is responsible for performing the duties set out in this Board Mandate.

1. Appointment of Leadership Team and Succession Planning

The Board is responsible for appointing the Chief Executive Officer. The Board also reviews the appointment of other executive officers through the Human Resources Committee.

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The Board is responsible for approving a succession management process for the Chief Executive Officer position and overseeing a succession plan for other executive officers through the Human Resources Committee of the Board.

In connection with the succession management process for the Chief Executive Officer, the Board assesses the capabilities of other members of the executive Management team, with a view to identifying and developing future leaders who might be suitable for succession to the position of Chief Executive Officer.

2. Evaluation of Performance

The Board is responsible for approving and implementing a process for evaluating the Chief Executive Officer’s annual performance. The Board is also responsible for assessing the performance of the Chief Executive Officer on an ongoing basis. Consistent with these responsibilities, the Board establishes annual performance expectations, goals and objectives for the Chief Executive Officer and monitors progress against those expectations. The Board, through the Board Chair, provides periodic feedback to the Chief Executive Officer with respect to performance.

3. Compensation Matters

The Board determines the compensation of the Chief Executive Officer on the recommendation of the Human Resources Committee. The Board approves the compensation strategy and compensation design for the other executive officers on the recommendation of the Human Resources Committee.

4. Investments

The Board will be responsible for investing and managing the pension fund. Its responsibilities will include:

approving investment policies in the form of statements of investment beliefs, statements of investment policies and procedures, statements of investment authorities and investment risk policies put forward by the Investment Committee;

approving asset classes and mix and related funds allocations among public and private investment activities;

approving policies regarding related party transactions and reviewing and, if appropriate, approving transactions involving related parties or transactions which are out of the ordinary course of business or which carry unusual forms of reputational risk or which have not otherwise been delegated to the Investment Committee or Chief Executive Officer;

amending ORPPAC’s statement of investment policies and procedures on a timely basis as investment categories change to ensure that investments are authorized by a statement of investment policies and procedures; and

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ensuring that investments are made in a manner consistent with such policy and applicable laws.

Subject to specified limits, the Board will through documented processes delegate to the Investment Committee or Chief Executive Officer of the Corporation the responsibility for investment of the assets of the plan with the power to sub-delegate in certain specific circumstances. Such responsibilities will include identification and selection of appropriate managers.

The Board will monitor and obtain reports on a regular basis from the Investment Committee and Chief Executive Officer on delegated investment authorities, including investments made, processes followed to ensure investments are compliant with legal and policy requirements and investment performance. This monitoring function will be undertaken in accordance with a monitoring and reporting plan developed in consultation with the Investment Committee and Management and approved by the Board.

5. Strategic Planning

A key responsibility of the Board is approving the Corporation’s strategic planning process and approving the Corporation’s strategic plan on a periodic basis. The Board also monitors the implementation of the strategic plan and related plans including annual budgets. In conjunction with strategy, the Board provides direction to Management by articulating its risk appetite for the key risks associated with the strategic plan.

Management, under the leadership of the Chief Executive Officer, is charged with developing the strategic plan for the Corporation within the framework of the Board approved planning process and the action plans necessary to implement the Board approved plan.

6. Financial Oversight and Stewardship

The Board reviews and approves the audited financial statements for the Corporation and related management discussion and analysis on the recommendation of the Audit Committee. The Board also oversees financial and related internal controls relating to financial reporting through its Audit Committee.

The financial statements are prepared by Management, and Management is responsible for their content.

Management is also responsible for maintaining a system of internal controls and supporting procedures designed to ensure the integrity and fairness of the financial statements and related reporting.

The Board is responsible for appointing an external auditor to audit the financial statements and the external auditor reports to the Board. Management prepares an annual report which includes the financial statements, reporting on the Corporation and its subsidiaries, if any, and the pension fund as well as management discussion and analysis for inclusion in the annual report.

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7. Identification and Management of Business Risks

Oversight of risk is a key Board responsibility. The Board relies on its Committees to review risk in the areas to which their responsibilities extend and keep the Board informed. The Investment Committee will be responsible for recommending an investment risk policy to the Board.

The Board will set, on the recommendation of Management, risk parameters for the Corporation. Management will prepare for the Board, at least semi-annually, a report on the principal risks to the business in light of such parameters and the systems and controls that have been established to manage such risks. Through approval of this report, the Board will approve Management’s assessment of the risks and the risk tolerance of the organization. For that purpose the Board will delegate to Management responsibility for

(1) identifying, assessing and managing key business risks and keeping the Board and Committees informed of key risks;

(2) designing control systems to manage risk; and

(3) providing information on risk optimization effectiveness.

8. Recommendations to the Minister of Finance

The Board shall approve a recommendation concerning the appointment of a Chair of the Board and provide its recommendation to the Minister of Finance in accordance with Subsection 6(12) of the Act.

All formal recommendations to the Minister on any matter shall require approval of the Board.

The Board may communicate to the Minister of Finance the results of any evaluation as provided for in Section 12 of this Mandate.

9. Compliance with Regulatory Matters

The Board has delegated to Management responsibility for ensuring compliance with regulatory requirements.

10. Communications and Information

The Board approves a communications policy and an information policy for the Corporation which sets out the framework for how the Corporation communicates with plan members and other constituents on issues such as financial results, pension plan matters and investment performance. The objective of the Board is to ensure timely disclosure of material developments to stakeholders.

Management is responsible for establishing a supportive, ongoing government relations strategy in areas material to the affairs of the Corporation.

Board members will not make public presentations on behalf of ORPPAC without consultation with the Chief Executive Officer and the Chair of the Board. Such presentations are to be limited

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to discussion of publicly available information consistent with the fiduciary duties of members of the Board.

11. Conduct and Integrity

The Board approves policies relating to conflict of interest, business conduct and ethics that apply to the Corporation, its employees, officers, directors and consultants. Such policies will include appropriate systems for bringing concerns on the part of employees or others to the attention of the Corporation and, where appropriate, the Board. Management shall be responsible for ensuring that all employees, officers and consultants are informed of and agree to adhere to such policies.

12. Board Skills and Effectiveness

The Board regularly assesses the needs of the Board from the point of view of the mix of skills and competencies required to enable the Corporation to meet its objectives. The Board consults with Management on these matters. Reasonable efforts shall be taken to ensure materials are provided sufficiently in advance of regularly scheduled Board meetings and in any event, not later than five (5) business days prior to such meeting.

Board effectiveness is also supported by:

Management ensuring that Board materials are distributed to directors in advance of regularly scheduled meetings to allow for sufficient review of materials;

the conduct of annual effectiveness assessments of the Board through a self-assessment or other form of assessment process which includes taking into account the views of Management;

establishing Board Committees and approving their mandates and the authorities as well as reviewing and approving on an annual basis the mandate of the Board and of the Board Committees;

establishing practices for the evaluation of Committee effectiveness;

Management efforts to assist members of the Board in understanding the nature of the Corporation’s business which is part of a broader orientation program approved by the Board for new directors; and

ongoing education and training for members of the Board and executive officers with respect to governance and related subjects.

The Board is responsible for: appointing Committee Chairs and Committees, and establishing appropriate structures to allow the Board to function independently of Management, and establishing and approving position descriptions for the Chair of the Board and, in consultation with the Chief Executive Officer, the position of the Chief Executive Officer.

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13. General Authority

This Board Mandate does not limit the plenary power of the Board of the Corporation to deal with matters determined by the Board to be significant and material and to generally oversee and monitor Management and the many responsibilities that the management team bears within the Corporation. The Board is cognizant of accountability thresholds and the need to maintain clear lines of responsibility. Committee activities will be subject to the matters set forth in Committee Mandates.

Effective Date: January 13, 2016

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