How directors are appointed
Directors are appointed by the federal Finance Minister in consultation with the participating provinces, and with the assistance of a nominating committee.
The nomination process is designed to ensure that only those with expertise in investment, business and finance are appointed to the Board.
The Chair of the nominating committee is federally appointed, and each participating provincial government appoints one representative. The nominating committee recommends candidates for appointment and re-appointment to the federal Finance Minister. In turn, the federal Finance Minister makes the appointments in consultation with the provincial Finance Ministers.
Legislation disqualifies certain individuals from being directors.
For information on how to apply, and eligibility criteria, to serve on CPP Investments’ Board of Directors please review the Board’s Appointment Opportunities.
How long directors serve
Each director is appointed for a term of three years and is eligible to be re-appointed for one or more additional terms. To ensure continuity, the terms are staggered so that no more than half of the terms expire in the same year.
Find below the terms of office for existing directors.
|Director||Date of first appointment||Date current term expires|
|Heather Munroe-Blum, Chair||December 22, 2010||October 27, 2023|
|Sylvia Chrominska||September 4, 2018||September 3, 2024|
|Dean Connor||August 4, 2021||August 3, 2024|
|William ‘Mark’ Evans||May 9, 2019||May 6, 2022|
|Ashleigh Everett||February 13, 2017||February 11, 2023|
|Tahira Hassan||February 5, 2015||May 18, 2024|
|John Montalbano||February 13, 2017||February 11, 2023|
|Barry Perry||August 4, 2021||August 3, 2024|
|Mary Phibbs||May 4, 2017||May 3, 2023|
|Boon Sim||July 15, 2020||July 14, 2023|
|Kathleen Taylor||October 27, 2013||October 25, 2022|
As stated in the CPPIB Act, Directors are appointed for a term of up to three years and may be reappointed for one or more additional terms.
The responsibilities of directors
The principal duty of the Board of Directors is to oversee the management of the business affairs of CPP Investments. Specific duties include:
- establishing investment policies, standards and procedures;
- appointing an independent auditor;
- approving procedures to identify and resolve conflicts of interest;
- developing a Code of Conduct for directors, officers and employees;
- appointing the President and Chief Executive Officer;
- monitoring management, including decisions requiring Board approval and assessing management’s performance;
- approving financial statements; and
- assessing the performance of the Board itself.
Procedures for the assessment of Board performance
Soon after its inception in October 1998, the Board established an annual process for evaluating its own performance and that of its committees. In May 2005, the Board incorporated a Chairperson Effectiveness Assessment process. Under this process, assessments are conducted through confidential questionnaires that are summarized. The summaries are reviewed by the full Board and provide a basis for action plans for improvement. The Board conducts a confidential annual peer review to assist each director in identifying self-development initiatives and assist in providing the external nominating committee with guidance when it considers individual re-appointments. The Chairperson also meets formally with each director as part of the Board and individual director assessment process.
Board expectations of management
Management is expected to comply with the Canada Pension Plan Investment Board Act and Regulations as well as with all policies approved by the Board. Management develops, with involvement from the Board, the strategic direction of the organization in response to its growing asset management responsibilities and the ever-changing outlook for capital markets. The strategy incorporates risk management policies and controls as well as monitoring and reporting mechanisms.
Management is charged with developing benchmarks that objectively measure the performance of markets and asset classes in which CPP assets are invested. Benchmarks assist the Board in evaluating management’s investment performance and structuring performance-based compensation incentives.
Management is expected to make full and timely disclosure to the Board and the public of all material activities, including new investments, the engagement of operational and investment partners, quarterly and annual financial results, and developments that may affect CPP Investments’ reputation.
How directors are paid
At least every two years, the Governance Committee of the Board is responsible for making recommendations with respect to Directors’ compensation and changes, if any, are recommended to the Board for approval. The Board has a duty to maintain a compensation approach for directors that upholds leading governance performance, supports the recruitment and retention of directors of the highest quality with relevant business, international, investment experience and expertise, and reflects the considerable time required. In making recommendations with respect to compensation the Board is guided by CPP Investments’ Director Compensation Philosophy which sets forth unique pay principles to CPP Investments.