Investment Management Corporation of Ontario Act, 2015, S.O. 2015, c. 20, Sched. 19

• Jurisdiction: Ontario

Investment Management Corporation of Ontario Act, 2015

S.o. 2015, chapter 20
Schedule 19

Consolidation Period: From October 19, 2021 to the e-Laws currency date.

Last amendment: 2023, c. 21, Sched. 6.

CONTENTS

Definitions

Definitions

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”)

Establishment and Objects of the Corporation

Corporation 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.

Objects

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.

Capacity, 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.

Not a crown agent

5 The Corporation is not a Crown agency.

Application 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(3), (4) Repealed: 2015, c. 20, Sched. 19, s. 27.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

Head 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.

Fiscal year

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

Members

Members

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 entity as may be prescribed. 2015, c. 20, Sched. 19, s. 9 (1); 2020, c. 36, Sched. 24, s. 1; 2023, c. 21, Sched. 6, s. 1 (1).

Investment management agreement

(2) The investment management agreement must meet such requirements or conditions as may be set out in the by-laws. 2015, c. 20, Sched. 19, s. 9 (2).

Initial members

(3) Members of the Corporation on the day subsection 2 (1) comes into force are the persons or entities as designated by the regulations made by the Minister. 2015, c. 20, Sched. 19, s. 9 (3).

Definitions

(4) In this section,

“Investment Board” means an Investment Board within the meaning of Part II of Ontario Regulation 438/97 (Eligible Investments, Related Financial Agreements and Prudent Investment) made under the Municipal Act, 2001 and within the meaning of section 42 of Ontario Regulation 610/06 (Financial Activities) made under the City of Toronto Act, 2006; (“commission des placements”)

“Joint Investment Board” has the same meaning as in Part II of Ontario Regulation 438/97 (Eligible Investments, Related Financial Agreements and Prudent Investment) made under the Municipal Act, 2001. (“commission mixte des placements”) 2023, c. 21, Sched. 6, s. 1 (2).

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

2020, c. 36, Sched. 24, s. 1 - 08/12/2020

2023, c. 21, Sched. 6, s. 1 (1, 2) - 04/12/2023

Meetings

Annual 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.

Voting 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.

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

2017, c. 8, Sched. 15, s. 1 - 17/05/2017

Directors and Officers

Board 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 as the board of directors may determine from time to time.

Disqualifications

(7) 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 has the status of bankrupt.

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

Ineligibility

(8) The following persons are ineligible to be a director of the Corporation:

1. A person who is a director, officer, employee or agent of a member.

2. A person who...