Investment Committee Charter
The Investment Committee (the "Committee") of the Board of Directors (the "Board") of IGM Financial Inc. (the “ Corporation”) shall consist of not less than three Directors. A majority of the members of the Committee shall be Directors who are neither officers nor employees of the Corporation or any of its subsidiaries. Members of the Committee shall be appointed by the Board and shall serve as members at the pleasure of the Board. The Board shall also appoint the Chair of the Committee.
Section 2.PROCEDURAL MATTERS
In connection with the discharge of its duties and responsibilities, the Committee shall observe the following procedures:
- Meetings. The Committee shall meet as often as may be necessary to discharge its duties and responsibilities hereunder. The Committee may meet at any place within or outside of Canada.
- Advisors. The Committee may, at the Corporation's expense, engage such outside advisors as it determines necessary or advisable to permit it to carry out its duties and responsibilities.
- Quorum. A quorum at any meeting of the Committee shall be a majority of the Committee members.
- Secretary.The Corporate Secretary or an Associate Secretary or such other person as may be designated bythe Chair (or, in the absence of the Chair, the acting Chair) of the Committee shall act as secretary of meetings of the Committee.
- Calling of Meetings.A meeting of the Committee may be called by the Chair of the Committee, by the Chair of the Board, or by a majority of the Committee members, on not less than 48 hours notice to the members of the Committee specifying the place, date and time of the meeting. Meetings may be held at any time without notice if all members of the Committee waive notice, provided that the attendance of a Committee member at any such meeting shall be a waiver of notice of that meeting except where the Committee member objects to the transaction of business on the grounds that the meeting has not been validly called. If a meeting of the Committee is called by anyone other than the Chair of the Board, the person[s] calling such meeting shall so inform the Chair of the Board and the Chair of the Committee.
In this Charter, the following terms shall have the following meanings:
- Assets Held for Investment means that part of the assets of the Corporation and its subsidiaries held for investment by the Corporation including cash, equity, fixed income and other securities, mortgages, loans and derivatives. For greater certainty, Assets Held for Investment
- includes interests retained by the Corporation following a securitization or sale transaction, and
- does not include investments in related parties, fixed assets, intangible assets, goodwill and accounts receivable, or assets held in accounts of third parties for which any investment management subsidiary of the Corporation acts as investment adviser (“ Managed Accounts”).
- Market risk pertaining to Assets Held for Investment (risk of loss from changes in interest rates, foreign exchange rates, equity or commodity prices, or credit spreads),
- Credit risk pertaining to Assets Held for Investment (risk of loss from an obligor’s inability to fulfill contractual obligations, such obligors include borrowers, issuers, debtors, derivative and other counterparties, guarantors and insurers),
- Liquidity and funding risk (risk of inability to generate or obtain sufficient cash in a timely and cost-effective manner to meet contractual or anticipated commitments as they come due or arise), and
- Operational and control risks pertaining to the Corporation’s investing, liquidity management and funding activities, including the risk of hedge ineffectiveness. For greater certainty, investing activities is limited to those activities conducted pursuant to the Investment Policy.
2. Investment Policy means the policy approved by the Committee that sets out the investment guidelines applicable to the investment of Assets Held for Investment by the Corporation.
3. Financial Risks means:
Section 4.DUTIES AND RESPONSIBILITIES
In addition to any other duties and responsibilities assigned to it from time to time by the Board, the Committee shall have the following duties and responsibilities:
- Investment Policy.The Committee shall:
- approve an Investment Policy that establishes guidelines for the investment of Assets Held for Investment; and
- review the terms of the Investment Policy periodically in order to ensure its continued relevance and applicability.
- Review of Investments.The Committee shall:
- review compliance with the Investment Policy and, if deemed advisable, approve changes to the Investment Policy required to meet changes in economic or market conditions, or changes that otherwise affect the Corporation and its subsidiaries; and
- review changes to Assets Held for Investment; provided, however, that the Committee shall not be provided access
to non-public information regarding specific positions in, nor be involved in the exercise of investment or voting
powers with respect to, publicly traded equity securities (including securities convertible into publicly traded
equity securities) included in the Assets Held for Investment, if any, including decisions relating to the
acquisition or disposition of such securities, other than on an exception basis when approved by the President and
Chief Executive Officer (the “ CEO”) and the General Counsel of the Corporation.
In the event there are publicly traded equity securities included in the Corporation’s Assets Held for Investment, the Board of Directors shall appoint members to the Equity Investment Sub-Committee (the “ Sub-Committee”) of the Committee.
Investment and voting power with respect to, and decisions relating to the acquisition and disposition of, publicly traded equity securities (including securities convertible into publicly traded equity securities) owned by the Corporation in its Assets Held for Investment, if any, will be exercised by management under the oversight of the Sub-Committee, without the involvement of the Committee or the Board, other than on an exception basis when approved by the CEO and the General Counsel of the Corporation. The foregoing shall not restrict the Committee or the Board from establishing general investment parameters and guidelines with respect to publicly traded equity securities owned or held by the Corporation in its Assets Held for Investment.
- Financial Risk Management. The Committee shall:
- ensure that appropriate procedures are in place to identify and manage the Financial Risks associated with the Corporation’s business and operations as well as the tolerance for those Financial Risks;
- monitor the implementation and maintenance by management of appropriate policies, procedures and controls (together the “ Financial Risk Management Process”) to manage the Financial Risks; and
- receive reports from management on whether the Financial Risk Management Process is functioning effectively.
SECTION 5.ACCESS TO INFORMATION
The Committee shall have access to all information, documents and records of the Corporation that it determines necessary or advisable to permit it to carry out its duties and responsibilities; provided that the Committee shall not review, discuss or have access to non-public information or transactional or other records which identify specific publicly traded equity securities (including securities convertible into publicly traded equity securities) in the Corporation’s Assets Held for Investment. For greater certainty, the foregoing shall not restrict the Committee from receiving general information with respect to the investment of publicly traded equity securities (including securities convertible into publicly traded equity securities) in the Corporation’s Assets Held for Investment, including overall performance information and information with respect to the diversification and allocation of assets among asset classes and industries and geographically, and such other general information as the Committee deems appropriate.
Section 6.REVIEW OF CHARTER
The Committee shall periodically review this Charter and recommend any changes to the Board that it deems appropriate.
The Chair of the Committee shall report to the Board at its next regularly scheduled meeting on matters reviewed or considered by the Committee since the Chair’s last report to the Board.
Adopted by the Board of Directors on May 4, 2007, as amended November 8, 2012.