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Governance

The Vestcor Inc. Board of Directors is responsible for the governance, stewardship and strategic direction of the company. The Board is assisted in its endeavors by the efforts of three Committees: the Audit Committee, the Human Resources & Compensation Committee and the Governance Committee.

Board of Directors

Our current directors are:

Mr. Michael Walton, Chair
Quispamsis, NB
Ms. Tanya Chapman, CPHR
Rothesay, NB
Ms. Donna Bovolaneas, FCPA, FCA
Beaver Harbour, NB
Ms. Cathy Rignanesi, FCPA, CA 
Quispamsis, NB
Mr. David Losier, CPA, CGA, ICD.D 
Caraquet, NB
Ms. Eleanor Marshall, CPA, CA, CFA
Quispamsis, NB
Mr. Tim Mawhinney, FCIA, FSA, CERA
Upper Coverdale, NB
Mr. Michel Allain, FCIA, FSA
Dieppe, NB
Mr. Daniel Murray, CPA, CA
New Maryland, NB
Ms. Nancy Whipp, FCPA, CA
Shediac Bridge, NB
Board Policies
Code of Ethics and Business Conduct

The basic responsibility of all employees and directors is to act in the best interest of Vestcor in directing its affairs, and to do so within applicable laws, regulations, and codes. Vestcor’s directors, officers, and employees have a relationship of trust with our clients and stakeholders.

The Board of Directors, through its Governance Committee, is responsible for approving the Code of Ethics and Business Conduct that governs the ethical affairs of the corporation. Directors and employees must annually acknowledge understanding and compliance with the Code of Ethics and Business Conduct.

For a copy of the Code of Ethics and Business Conduct policy, please see below.

Vestcor Code of Ethics and Business Conduct
Enterprise Risk Management Framework

Risk can be defined as the potential for loss caused by an event or series of events that can adversely affect the achievement of a company’s business objectives.

The mission of Vestcor is “To provide innovative, cost-effective, and prudent investment management services that address the investment challenges of public sector funds.”

To achieve this mission, our business processes, whether they are strategically-focused, investment related or operational in nature, must continually balance risk and return.

Our enterprise risk management framework has been put in place to integrate strong corporate oversight with a series of well-defined, independent risk management systems and processes. Our risk management process involves the participation of the Vestcor Inc. Board, management team, and external service providers.

The following document presents our philosophy and approach to management of risk by identifying:

  • The types of risks we are facing in our normal business, pension administration and investment operations; and
  • Which parties are accountable for monitoring each risk type, while also outlining the means and timing through which we seek to measure and manage these risks.
Vestcor Enterprise Risk Management Framework

We believe that these risk management processes will significantly contribute to maximizing the long-term investment returns for our clients within the confines of acceptable levels of risk.

Board Committees
The Audit Committee

The Audit Committee oversees the financial affairs of Vestcor, including the investment funds under management, the selection of accounting policies to be followed in the preparation of financial statements, the systems of internal control and management information, financial risks, and the relationships with the external and internal auditors.

For the Audit Committee’s Terms of Reference, please see below.

Terms of Reference Audit Committee
The Human Resources & Compensation Committee

The Human Resources & Compensation Committee annually conducts a performance appraisal for the President and CEO. It also oversees changes to the Compensation Philosophy, compensation and benefits, incentive plans and organizational structure as well as monitors management’s compliance with employment-related regulatory and legislative matters.

For the Human Resources & Compensation Committee’s Terms of Reference, please see below.

Terms of Reference Human Resources & Compensation Committee

Compensation Oversight

Compensation oversight is provided by the Human Resources and Compensation Committee (HRCC).  The HRCC oversees the human resource governance processes including the development of our Compensation Philosophy.

Compensation Philosophy

We believe that our compensation practices are appropriately aligned with our stakeholders’ interests.  For an explanation of our compensation program, please see below.

Compensation Backgrounder

A key goal of our corporate mission is to advance governance, management and organizational effectiveness.  One example of our effort in this regard is an assessment of our compensation practices against the Financial Stability Board’s Principles of Sound Compensation Practices.  A copy of this assessment, which was also shared with the Minister of Finance, is below.

Compensation Practice Assessment Against Financial Stability Board Principles
The Governance Committee

The Governance Committee annually reviews the terms of reference for the Board and each committee, all Board policies, as well as the Nomination Guidelines for new directors to ensure that they continue to meet evolving corporate governance best practices. They also oversee the Director Orientation and Education programs and the Code of Ethics and Business Conduct. The biennial Board self-assessment process is facilitated by the Governance Committee.

For the Governance Committee’s Terms of Reference, please see below.

Terms of Reference Governance Committee Nomination Guidelines Orientation and Education