Governance: Overview

In accordance with the Public Sector Pension Investment Board Act, PSP Investments’ operations and activities are overseen by a Board of Directors composed of 11 members, including the Chair of the Board.

Role of the Board of Directors

In order to ensure that PSP Investments’ statutory mandate is met, the Board of Directors, in addition to the requirements of the Public Sector Pension Investment Board Act, has defined its role to include, among other responsibilities, the following:

  • Appointment and termination of the President and CEO;
  • Annual review and approval of proposed amendments to the written Statement of Investment Policies, Standards and Procedures (SIP&P);
  • Approval of strategies for achieving investment performance objectives and benchmarks against which to measure performance;
  • Adoption of appropriate policies for the proper conduct and management of PSP Investments, including a Code of Conduct for Officers, Employees and Others, and a Code of Conduct for Directors;
  • Approval of a Risk Appetite Statement;
  • Ensuring that effective enterprise, investment and operations risk policies are in place;
  • Approval of human resources and compensation policies;
  • Establishment of appropriate performance-evaluation processes for the Board of Directors, the President and CEO and other members of senior management;
  • Approval of the remuneration of all officers, including the President and CEO; and
  • Approval of quarterly and annual financial statements for each Pension Plan Account and for PSP Investments as a whole.
How Directors are Appointed

Directors are appointed by the Governor in Council on the recommendation of the President of the Treasury Board to hold office during good behaviour for a term not exceeding four years. Candidates for directorships are selected from a list of qualified Canadian residents proposed by an external nominating committee established by the President of the Treasury Board (the “Nominating Committee”) pursuant to the Public Sector Pension Investment Board Act. The Nominating Committee operates separately from the Board of Directors, the President of the Treasury Board and the Treasury Board Secretariat. The Chair of the Board is designated from among the Directors by the Governor in Council on the recommendation of the President of the Treasury Board, after consultation with the Board of Directors, the Minister of National Defence and the Minister of Public Safety. On the expiry of the term of an incumbent Director, the incumbent may be reappointed and, in any event, continues in office until a successor is appointed.

Assessment of Board Performance

The Governance Committee has implemented a formal process to evaluate the performance of the Chair of the Board, the Chairs of Board committees, individual Directors and the Board as a whole. Every Director, as well as the President and CEO and certain members of senior management, participate in the evaluation process. The Chair of the Governance Committee presents the results of the evaluation to the Board of Directors. Ensuing Board discussions focus on concerns and opportunities for improvement, what is working properly and what has improved since previous assessments, following which any measures deemed necessary are implemented.