Investment Management Corporation of Ontario Act, 2015

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Sections65

• [s0]

  Definitions

• 1Definitions

  1 In this Act, “Minister” means the Minister of Finance or such other member of the Executive Council as may be assigned the administration of this Act under the Executive Council Act; (“ministre”) “prescribed” means prescribed by the regulations; (“prescrit”) “regulations” means the regulations made under this Act. (“règlements”)

• 1.
• [s2]

  Establishment and Objects of the Corporation

• 2Corporation established

  2 (1) A corporation without share capital is hereby established under the name Investment Management Corporation of Ontario in English and Société ontarienne de gestion des placements in French. Name of Corporation (2) The name of the Corporation may be changed by regulation.

• 2.
• 3Objects

  3 (1) The objects of the Corporation are to provide investment management services and investment advisory services to the members of the Corporation in accordance with this Act and the regulations. Not for profit (2) The activities and affairs of the Corporation shall be carried on without the purpose of gain and any revenues shall be used by the Corporation for the purpose of carrying out its objects. Duty to act in best interest of members (3) In providing investment management services and investment advisory services to its members, the Corporation shall act in the best interest of its members.

• 3.
• 4Capacity, etc., of a natural person

  4 (1) Except as limited by this Act and the regulations, the Corporation has the capacity, rights, powers and privileges of a natural person. Capacity to act outside Ontario (2) The Corporation has the capacity to carry on its activities, conduct its affairs and exercise its powers in a jurisdiction outside Ontario to the extent that the laws of that jurisdiction permit.

• 4.
• 5Not a crown agent

  5 The Corporation is not a Crown agency.

• 5.
• 6Application of certain Acts

  6 (1) The Corporations Information Act applies to the Corporation. Conflict of interest, etc. (2) Section 132 (conflict of interest) and section 136 (indemnification) of the Business Corporations Act apply, with necessary modifications, to the Corporation and its directors, officers and members. (3), (4) Repealed: 2015, c. 20, Sched. 19, s. 27. Section Amendments with date in force (d/m/y) 2015, c. 20, Sched. 19, s. 27 - 19/10/2021

• 6.
• 7Head office

  7 The head office of the Corporation shall be in the City of Toronto or such other place in Ontario as may be prescribed by the Minister.

• 7.
• 8Fiscal year

  8 The Corporation’s fiscal year begins on January 1 in each year and ends on December 31 in the same year.

• 8.
• [s10]

  Members

• 9Members

  9 (1) The members of the Corporation are the persons or entities who satisfy all of the following criteria: 1. The person or entity is responsible for investing the assets of a pension plan or other investment fund. 2. The person or entity has entered into an investment management agreement with the Corporation for the investment of assets. 3. The person or entity is one of the following: i. A Crown agency. ii. A corporation, with or without share capital, that is not a Crown agency but is owned, operated or controlled by the Crown. iii. A board, commission, authority or unincorporated body of the Crown. iv. A university in Ontario, including its affiliated and federated colleges, that receives operating grants from the Government of Ontario. v. A municipality as defined in section 1 of the Municipal Act, 2001. v.1 An Investment Board or a Joint Investment Board. vi. Any other person or …

• 9.
• 10Annual meeting

  10 (1) The board of directors of the Corporation shall call an annual meeting of the members, (a) within 18 months after subsection 2 (1) comes into force; and (b) subsequently, not later than 15 months after holding the preceding annual meeting. Special meeting (2) The board of directors of the Corporation may at any time call a special meeting of the members.

• 10.
• 11Voting powers

  11 Each member has only one vote at its general or special meetings or in respect of elections of its directors, unless the regulations provide otherwise. 2017, c. 8, Sched. 15, s. 1.

• 11.
• [s14]
• Section Amendments with date in force (d/m/y)

  Section Amendments with date in force (d/m/y) 2017, c. 8, Sched. 15, s. 1 - 17/05/2017 Directors and Officers

• 12Board of directors

  12 (1) The board of directors shall manage or supervise the management of the activities and affairs of the Corporation in accordance with this Act. 2016, c. 37, Sched. 12, s. 1. Composition (2) The board of directors shall consist of at least seven and not more than 11 members. Same, elected members (3) At least six and not more than eight directors are to be elected in accordance with section 13. Same, appointed by Minister (4) At least one and not more than three directors are to be appointed by the Minister. Directors to be independent (5) Each director shall hold office as an independent director and not as a representative of any class of persons. Qualifications (6) Directors appointed or elected to the board of directors must have experience and expertise in investment management, risk management, finance, corporate governance, accounting, law or in such other areas of expertise a…

• 12.
• 13Nominating committee

  13 (1) A nominating committee shall be established for the purpose of proposing candidates who may be elected by the members. Appointment of nominating committee (2) The board of directors shall pass a by-law setting out the manner and procedure for the appointment of individuals to the nominating committee. Proposal of candidates (3) The nominating committee shall propose candidates, along with a proposed term for each candidate, to the members. Election (4) A candidate nominated by the nominating committee may be elected by the members by at least a majority of the votes cast.

• 13.
• 14Delegation

  14 The board of directors may delegate any power or duty to any committee, to any director 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 business plan and financial statements of the Corporation; (c) appoint, supervise or set the compensation of the chief executive officer; (d) fill a vacancy in a committee of the board; and (e) make, amend or repeal by-laws and submit them to members for confirmation under section 21. (f) Repealed: 2016, c. 37, Sched. 12, s. 2. 2016, c. 37, Sched. 12, s. 2. Section Amendments with date in force (d/m/y) 2016, c. 37, Sched. 12, s. 2 - 08/12/2016

• 14.
• 15Ceasing to hold office

  15 (1) A director ceases to hold office on the earliest of the following: 1. The date on which his or her term of office expires. 2. The date on which he or she dies. 3. The date on which he or she resigns. 4. The date on which he or she is removed in accordance with section 16. 5. The date on which he or she ceases to qualify to be a director under subsection 12 (6) or (7). 6. The date on which he or she ceases to be eligible to be a director under subsection 12 (8). Effective date of resignation (2) The resignation of a director becomes effective at the time the resignation is received by the Corporation or at the time specified in the resignation, whichever is later.

• 15.
• 16Removal

  16 (1) The members may, by majority of votes cast, remove from office any director except a director appointed by the Minister. Same, director appointed by Minister (2) The Minister may remove from office any director that the Minister has appointed.

• 16.
• 17Initial board

  17 (1) An initial board of directors is established on the day subsection 2 (1) comes into force. Composition (2) Despite subsections 12 (2), (3) and (4), the initial board shall consist of the following: 1. Four directors appointed by the persons or entities who are prescribed by the Minister for the purposes of this subsection. 2. Three directors appointed by the Minister. Chair (3) Despite subsection 12 (13), the Minister shall, after consulting with the prescribed persons or entities referred to in paragraph 1 of subsection (2), designate one of the directors appointed by the Minister to be the chair of the initial board. Dissolution (4) The initial board is dissolved on the earlier of, (a) the third anniversary of the day subsection 2 (1) comes into force; and (b) the day the first board is constituted under section 12.

• 17.
• 18Chief executive officer

  18 (1) The board of directors shall appoint an employee of the Corporation as chief executive officer and shall determine the chief executive officer’s compensation, powers, duties and functions. Review of performance (2) The board of directors shall review and monitor the performance of the chief executive officer. Delegation (3) The chief executive officer may, on terms and conditions that he or she considers advisable, delegate to any employee of the Corporation or any other person or class of person any the chief executive officer’s powers or duties. Duty of care

• 18.
• 19Care, diligence and skill

  19 (1) A director, officer, employee or agent of the Corporation shall exercise the care, diligence and skill in the investment of the members’ assets that a person of ordinary prudence would exercise in dealing with the property of another person. Special knowledge and skill (2) A director, officer, employee or agent of the Corporation shall use in the investment of the members’ assets all relevant knowledge and skill that the director, officer, employee or agent possesses or, by reason of that person’s profession, business or calling, ought to possess. Duty to comply with Act, etc. (3) Every director, officer, employee and agent of the Corporation shall comply with, (a) this Act and the regulations; and (b) the Corporation’s by-laws. Cannot contract out statutory duty (4) No provision in a contract, the by-laws or a resolution relieves a director or officer from the duty to act in acco…

• 19.
• 20Validity of acts of directors

  20 (1) An act of a director is valid despite any irregularity in his or her election or appointment or a defect in his or her qualifications or eligibility to be a director. Same, officers (2) An act of an officer is valid despite any irregularity in his or her appointment or a defect in his or her qualifications.

• 20.
• [s24]

  By-Laws

• 21By-laws

  21 (1) The board of directors may by resolution make, amend or repeal any by-law governing its proceedings and generally for the conduct and management of the Corporation’s activities and affairs that are consistent with this Act and the regulations. Member approval (2) The board of directors shall submit the by-law, amendment or repeal to the members at the next meeting of the members, and the members may confirm, reject or amend the by-law, amendment or repeal by at least a majority of the votes cast. Effective date of by-laws (3) Subject to subsection (5), the by-law, amendment or repeal is effective from the date of the resolution of the directors. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members, it remains effective in the form in which it was confirmed. Ceasing to have effect (4) A by-law, amendment or repeal ceases to have effect if it is not…

• 21.
• [s26]

  Miscellaneous

• 22Audit

  22 (1) The board of directors shall appoint one or more persons licensed under the Public Accounting Act, 2004 to audit the financial statements of the Corporation for the previous fiscal year. Qualified privilege — defamation (2) Any statement or report made under this Act orally, in writing or in another format by an auditor or a former auditor of the Corporation has qualified privilege.

• 22.
• 23Annual report

  23 The board of directors shall submit an annual report on the Corporation’s activities and affairs to the Minister within 120 days after the end of each fiscal year and the report shall include the audited financial statements of the Corporation.

• 23.
• 24Inspection of records

  24 Upon the Minister’s request, the Corporation shall promptly make its records available for inspection.

• 24.
• [s30]

  Regulations

• 25Regulations, Lieutenant Governor in Council

  25 (1) The Lieutenant Governor in Council may make regulations, (a) prescribing any matter that, under this Act, is permitted or required to be prescribed or to be otherwise done by regulation or in accordance with the regulations; (b) changing the name of the Corporation; (c) prescribing limits to the Corporation’s powers; (c.1) governing members’ voting rights, including, without limitation, (i) providing that, for some or all purposes, votes may be allocated among members based on the value of the assets in respect of which the Corporation provides investment management services for each member, and (ii) providing that, in order for an allocation described in subclause (i) to be performed, the board of directors may determine, in accordance with generally accepted valuation policies and practices that may be approved by the board of directors, the value of the assets in respect of whi…

• 25.
• 26Regulations, Minister

  26 The Minister may make regulations, (a) prescribing another place in Ontario for the purpose of section 7; (b) prescribing persons or entities who are members for the purposes of subsection 9 (3) and prescribing the period for which those persons or entities are members; (c) prescribing persons or entities for the purpose of paragraph 1 of subsection 17 (2) and prescribing the number of directors that each person or entity is entitled to appoint under that paragraph; (d) prescribing provisions of the Business Corporations Act that apply to the Corporation, and prescribing any modifications, if necessary.

• 26.
• 27, 28

  27, 28 Omitted (provides for amendments to this Act).

• 27., 28
• 29

  29 Omitted (provides for coming into force of provisions of this Act).

• 29.
• 30

  30 Omitted (enacts short title of this Act). ______________