Ontario Retirement Pension Plan Administration Corporation Act, 2015, S.O. 2015, c. 20, Sched. 33 (Historical version for the period June 9, 2016 to December 7, 2016)

• Jurisdiction: Ontario
• Coming into Force: 09 June 2016
• End of Effective Date: 07 December 2016
• Status: historical

Ontario Retirement Pension Plan Administration Corporation Act, 2015

S.o. 2015, chapter 20
Schedule 33

Historical version for the period June 9, 2016 to December 7, 2016.

Last amendment: 2016, c. 17, s. 95.

Preamble

The Government of Ontario has committed to establishing an Ontario Retirement Pension Plan to strengthen the retirement security of Ontarians and help address the inadequacy of retirement savings among many of today’s workers.

The Government of Ontario is committed to establishing an administrative entity that,

(a) has a strong governance framework and a nominating process that aims to secure highly qualified, professional and independent board members to oversee the entity;

(b) is subject to appropriate measures to ensure transparency, accountability and cost-effectiveness, including annual reporting, annual meetings and appropriate financial controls;

(c) achieves, under the prudent and responsible oversight of its directors and officers, the highest possible level of performance in pension management and will serve the future needs of Ontarians; and

(d) holds contributions to the proposed Ontario Retirement Pension Plan in trust for its members.

Therefore, Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

Part I
Interpretation

Definitions

1. In this Act,

“federal government” means the Government of Canada and any department, agency, board, commission, official or other body of the Government of Canada; (“gouvernement fédéral”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “federal government” in section 1 of the Act is repealed. (See: 2016, c. 17, s. 95 (1))

“pension fund” means the fund maintained to provide benefits under or related to the Ontario Retirement Pension Plan; (“caisse de retraite”)

“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”)

“Ontario Retirement Pension Plan” means the Ontario Retirement Pension Plan that is required to be established under section 1 of the Ontario Retirement Pension Plan Act, 2015; (“Régime de retraite de la province de l’Ontario”)

Note: On a day to be named by proclamation of the Lieutenant Governor, the definition of “Ontario Retirement Pension Plan” in section 1 of the Act is repealed and the following substituted: (See: 2016, c. 17, s. 95 (2))

“Ontario Retirement Pension Plan” means the Ontario Retirement Pension Plan established by section 3 of the Ontario Retirement Pension Plan Act (Strengthening Retirement Security for Ontarians), 2016; (“Régime de retraite de la province de l’Ontario”)

“prescribed” means prescribed by the regulations; (“prescrit”)

“regulations” means the regulations made under this Act; (“règlements”)

Section Amendments with date in force (d/m/y)

2016, c. 17, s. 95 (1, 2) - not in force

Part II
Corporate Matters

Establishment, Objects, Powers, etc.

Corporation established

2. (1) A corporation without share capital is hereby 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.

Membership

(2) The Corporation is composed of the members of its board of directors.

Not for profit

(3) The affairs of the Corporation shall be carried on without the purpose of profit and any money that the Corporation collects or receives shall be used for the purpose of carrying out its objects.

Crown agency

(4) The Corporation is an agent of the Crown in right of Ontario.

Subsidiaries not Crown agents

(5) Any subsidiary of the Corporation is not an agent of the Crown in right of Ontario.

Objects

3. The objects of the Corporation are as follows:

1. To administer the Ontario Retirement Pension Plan, including making the pension plan operational.

2. To administer and invest the pension fund as trustee.

3. To exercise such other powers and perform such other duties as may be provided under this Act or any other Act.

Powers of the Corporation

4. (1) Except as limited by this Act and the regulations, the Corporation has the capacity, rights, powers and privileges of a natural person for carrying out its objects.

Capacity to act outside Ontario

(2) The Corporation has the capacity to conduct its affairs and exercise its powers in a jurisdiction outside Ontario to the extent that the laws of that jurisdiction permit.

Application of certain Acts

5. (1) The Corporations Information Act does not apply to the Corporation.

Business Corporations Act

(2) Sections 132, 134, 135 and 136 of the Business Corporations Act apply, with necessary modifications, to the Corporation and its directors and officers.

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection 5 (2) of the Act is amended by striking out “Sections 132, 134, 135 and 136” at the beginning and substituting “Section 132, subsections 134 (1) and (3), and sections 135 and 136”. (See: 2016, c. 17, s. 95 (3))

Same, section 21

(2.1) Section 21 of the Business Corporations Act applies to the Corporation and its directors and officers with necessary modifications and as if the words “within a reasonable time after it comes into existence” in subsection 21 (2) of that Act were read as “within one year after it comes into existence”. 2016, c. 5, Sched. 21, s. 1.

Corporations Act

(3) The Corporations Act does not apply to the Corporation except as provided for in the regulations.

Note: On the later of the day subsection 5 (3) comes into force and the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, subsection 5 (3) of this Act is repealed and the following substituted: (See: 2015, c. 20, Sched. 33, s. 41)

Not-for-Profit Corporations Act, 2010

(3) The Not-for-Profit Corporations Act, 2010 does not apply to the Corporation except as provided in the regulations.

Section Amendments with date in force (d/m/y)

2015, c. 20, Sched. 33, s. 41 - not in force

2016, c. 5, Sched. 21, s. 1 - 19/04/2016; 2016, c. 17, s. 95 (3) - not in force

Directors and Officers

Board of directors

6. (1) The board of directors shall manage or supervise the management of the Corporation’s affairs.

Composition

(2) The board of directors shall consist of at least 9 and not more than 15 directors.

Appointment

(3) Each director shall be appointed by the Lieutenant Governor in Council, on the recommendation of the Minister.

Same, eligibility

(4) Only candidates who have been recommended by the nominating committee under section 7 are eligible to be appointed to the board of directors.

Remuneration

(5) The Lieutenant Governor in Council in determining the remuneration of a director shall consider the recommendations of the board of directors, if any.

Disqualification

(6) The following persons are disqualified from being a director of the Corporation:

1. A person who is not an individual.

2. A person who is less than 18 years of age.

3. A person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere.

4. A person who is an undischarged bankrupt or has been discharged from bankruptcy within the previous 10 years.

5. A person who has been convicted of fraud or a similar offence by any court in Canada or elsewhere.

Ineligibility

(7) A person who is an officer or employee of the Corporation is ineligible to be a director of the Corporation.

Term

(8) A director appointed to the board of directors shall be appointed for up to three years and, subject to subsection (9), is eligible for re-appointment.

Maximum term

(9) A director may serve no more than three terms.

Exception, four terms

(10) Despite subsection (9), a director may serve four terms if he or she will serve as chair when his or her fourth term commences.

Quorum

(11) A majority of the directors constitutes a quorum of the board of directors. However, the by-laws may provide for a higher threshold for quorum.

Chair

(12) 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.

Acting chair

(13) 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.

Nominating committee

7. (1) The Lieutenant Governor in Council shall establish a nominating committee to advise the Minister regarding the appointment or reappointment of any individual to the board of directors.

Composition

(2) The nominating committee shall consist of the following:

1. Two individuals appointed by the Lieutenant Governor in Council.

2. The chair of the governance committee of the board of directors.

Rules re appointed members

(3) The following rules apply to an individual appointed as a member of the nominating committee under paragraph 1 of subsection (2):

1. The individual shall be appointed for up to three years and, subject to paragraph 2, is eligible for re-appointment.

2. The individual may serve no more than two consecutive terms.

Establishment of nomination criteria

(4) The nominating committee shall establish criteria for the nomination of directors, taking into account,

(a) the importance of reflecting the diversity of Canada’s population in the composition of the board of directors; and

(b) the need to ensure that the members of the board of directors possess a diverse range of expertise and skills, including expertise and skill in...