Investment Subcommittee

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Investment Subcommittee Terms of Reference

Approving Authority:  Board of Governors
Original Approval Date:  June 6, 2013
Effective Date:  June 19, 2024
Date of Most Recent Review: June 19, 2024
Previous Reviews: June 22, 2022, June 23, 2021, June 5, 2014

1. Mandate

The Investment Subcommittee is responsible for providing expert advice and oversight of endowment assets assigned to it by standing committees of the University’s Board of Governors including the Finance Committee and the Board of Trustees. The objective of the Committee is to provide a permanent source of income to support the objectives of the General Endowment Fund and the Heritage Fund. 

2. Responsibilities

2.1.  Policy Advice, Strategy Advice & Monitoring

2.1.1.  Review the University’s investment policies, including the Endowment Investment Policy at least annually and recommend changes to the appropriate standing committee, as required.

Recommend to the appropriate standing committee the need for any new investment policies and guidelines necessary to fulfill the University’s financial stewardship responsibilities.

2.1.2.  Review reports on investment-related risk assessment and asset/liability studies and recommend adjustments to related investment policies that reflect the University’s investment objectives and risk appetite, as appropriate.

2.1.3.  Proactively monitor investment trends, developments and risks, and recommend changes or mitigations to the appropriate standing committee, as required.

2.1.4.  Ensure the University’s endowment investments are scored against established ESG benchmarks, review investment manager reporting on ESG and ensure that progress towards any University-established targets is being achieved. Report annually on such activities to the Board, through the Finance Committee. 

2.1.5.  Advise the Finance Committee on any changes to the General Endowment’s spending or "payout" policies as articulated in the General Endowment Fund Management Policy. Consider whether anticipated returns will be sufficient to support any proposed change in spending or "pay-out" and advise the Finance Committee as appropriate. 

2.2.  Policy & Strategy Implementation

2.2.1.  Oversee the ongoing implementation of investment activities in a manner compliant with the University’s investment policies, including the Endowment Investment Policy.

2.2.2.  Determine and approve asset allocation and investment classes within the scope of the relevant University policy.  

2.3.  Investment Managers

2.3.1.  Establish a schedule and prioritization process for undertaking regular meetings with investment managers. 

2.3.2.  Appoint, review and replace, as necessary, investment managers for endowment and pension funds. Monitor fees to ensure they are aligned with returns. Inform the appropriate committee of any relevant investment performance issues.

2.3.3.  Review and approve investment manager mandates.

2.3.4.  Take necessary actions required with regard to the implementation of investment managers’ asset allocations, mandates, and related responsibilities in a manner consistent with the University’s investment policies, including the Endowment Investment Policy.

2.4.  Reporting

2.4.1.  Following their review by the Investment Subcommittee, supply quarterly investment performance reports to the relevant standing committees for information along with any comments arising from the Investment Subcommittee’s review.  

2.4.2.  Provide copies of all meeting agendas, supporting materials and minutes to the Chairs of the Finance Committee and the Board of Trustees.
Provide additional reports as may be required from time-to-time to the Finance Committee and the Board of Trustees.

3. Resources & Monitoring 

3.1.  The Committee is supported by the Office of the Vice-President (Finance & Operations). 

3.2.  With the approval of the Vice-President (Finance & Operations) or the Board, the Committee may retain external experts to provide advice and support as appropriate. 

3.3.  Where external experts are retained the Committee shall monitor their performance, including monitoring operating expenses and fees to ensure such expenses and fees reflect work undertaken, and make recommendations for change where appropriate.  

4. Membership

4.1.  Consistent with its mandate, the Investment Subcommittee’s membership will consist primarily of individuals with proven expertise in investment concepts and activities that are applicable to public sector organizations such as a university. Normally, members will be partners or senior leaders in the investment sector with significant ESG, fund construction, management and/or analysis experience. 

4.2.  The Committee shall be comprised of the following: 

4.2.1.  Regular Voting Members 

• 5-8 expert members appointed by the Board of Governors 

4.2.2.  Ex-Officio Voting Members

• Chair, Board of Governors or designate from among the External Members of the Board
• Chair, Board of Trustees or, where the Chair is unable or unwilling to serve, an alternate external member of the Board of Trustees appointed by the Board of Governors. 

4.2.3.  Non-Voting Members

• President & Vice-Chancellor
• Vice-President (Finance & Operations)
• University Secretary 

4.3.  Members shall be appointed for a 3-year term, normally renewable twice subject to the Board of Governors’ assessment of the specific needs of the Committee at the time of renewal. For the purpose of providing continuity and ensuring sufficient expertise, members may be appointed for a term of less than 3 years and serve for a maximum of 12 consecutive years. 

4.4.  Chair 

4.4.1.  The Committee Chair shall be appointed by the Board of Governors from among the Regular Voting Members. 

4.4.2.  The Chair shall meet with the Finance Committee and the Board of Trustees at least once annually.

4.4.3.  The Chair shall, in consultation with the Chair, Board of Governors, Chair, Human Resources & Membership Committee and University Secretary, lead succession planning for the Subcommittee. The Chair shall submit recommendations relative to succession planning to the Human Resources & Membership Committee for review and, as appropriate, recommendation to the Board of Governors.

5. Rules of Order

5.1.  Quorum

5.1.1.  A quorum for the transaction of business at meetings of the Committee shall consist of 4 members at least 3 of whom must be Regular Voting Members. 

5.2.  Terms of Reference 

5.2.1.  The Committee shall review its terms of reference on an annual basis and recommend changes to the Governance Committee as necessary.