July 26, 2017
To: Board of Directors (BOD)
From: Robert MacDonald, Chair, Executive Compensation Committee (ECC)
Subject: ECC Terms of Reference
The purpose of this memorandum is to seek the BOD’s final approval of the terms of reference for the ECC and seek endorsement of a recommended by-law amendment to support its implementation.
Background
At the June 2014 BOD Meeting, the ECC was provided specific direction and instructions from the Board that included the need to develop a terms of reference for the committee. At the August 14, 2015 Board meeting, the BOD approved in principle a draft terms of reference, prepared by compensation expert (McConnell 2015). Subsequently, the ECC sought comments from the BLPC and Legal Counsel and formatted the draft into the attached formal terms of reference.
In order to implement the three-year term for members of the ECC, it will be necessary to amend the By-Laws. If approved, these proposed by-law amendments would be presented to the 2017 AGM.
Recommendation
The ECC recommends that the following motion be adopted by the BOD:
The BOD approves the ‘Terms of Reference - Executive Compensation Committee (ECC)’ August 12, 2017 as presented.
The ECC recommends that the following motion be endorsed by the BOD for presentation and approval at the 2017 PIPSC Annual General Meeting:
That By-Law 17 is amended by the addition of:
17.5.3 The ECC members shall serve a three-year term of office commencing after each election of Officers and Directors of the Institute as per By-Law 22.1. The members of the committee shall be appointed by the Board no later than the third BOD meeting following the election.
Reference
August 11, 2015. ‘Recommendation – 2015 Triennial Review Elected Officials, Draft Terms of Reference, Draft Compensation Philosophy.’
Attachment (1) – Terms of Reference, Executive Compensation Committee (ECC)