Investments Committee

(as amended by the Board of Governors - 19 May 1999, 18 October 1996, 23 October 2003, 3 February 2005, 19 October 2006, 14 February 2008, 18 October 2012, Executive Comm - 27 February 2015, 26 May 2015, Executive Comm - 2 February 2017)

1.  Committee Name

1.1  The Committee will be called the Investments Committee, hereinafter referred to as the Committee.

2.  Status

2.1  The Committee will be a standing committee of the Board of Governors, hereinafter referred to as the Board, of the University of New Brunswick, hereinafter referred to as the University.

2.2  The Committee is constituted and appointed by the Board pursuant to the Board’s authority under Section 43 of the University of New Brunswick Act, hereinafter referred to as the Act, and is conferred with the authority to act for the Board with respect to the University’s investments, subject to any limitations set out herein.

3.  Mandate

3.1  The Board is responsible for overseeing and directing the University’s investments.  The Committee assists the Board in fulfilling its governance responsibilities with respect to the investments.  In so doing, the Committee acts in accordance with Board approved Statements of Investment Policies and Objectives, and a Board approved Endowment Spending Policy.

3.2  Investments include all funds (whether endowed or non-endowed, internally or externally restricted) invested in accordance with University policy or as may be designated for Investments Committee oversight from time to time, including the University’s operating cash balances and excluding University pension plan funds.   Such funds are hereinafter referred to as the investable funds.

3.3  The Committee shall provide direction, monitor, advise and make recommendations to the Board with respect to investment policy for the funds within its oversight responsibility, and with respect to endowment spending policy.

3.4  The Committee may consider other matters delegated to it by the Board from time to time.

4.  Scope of Duty

4.1  Except as provided in Paragraph 4.3, the Committee is authorized to exercise all of the powers of the Board under section 36 clauses (b) and(c) of the Act with respect to the investment powers of the University as expressed in section 12 of the Act.

4.2  Without limiting the generality of the foregoing the Committee shall:

       (a)   assist the Board with its policy setting responsibilities related to investments by making recommendations thereon for the Board’s approval;

       (b)   develop and recommend to the Board the endowment spending policy for the University;

       (c)   develop and recommend to the Board appropriate investment policies for the University;

       (d)   establish and document the basic investment principles and beliefs held by the Committee;

       (e)   approve the appointment and termination of investment managers and advisors for the investable funds;

       (f)   review and approve investment manager mandates;

       (g)   approve the appointment and termination of the University’s investment custodians, performance measurement services providers,  and other providers of investment related services, or delegate such approval as appropriate;

        (h)  monitor total fund and manager performance against documented objectives;

        (i)   review, at least annually, the continued appropriateness of the investment policy and monitor compliance with the Policy;

        (j)   monitor, at least annually, the cost effectiveness of the investment policy;

        (k)  report to the Board on a regular basis and within a reasonable period of time following each Committee meeting.

4.3  Notwithstanding the general delegation of authority by the Board to the Committee as set out in paragraph 4.1, the Committee shall bring to the Board for final approval:

        (a)   investment policies for the University’s investable funds, including the establishment of broad risk tolerances, strategic asset allocation, asset class diversification, and quality standards, and     

        (b)   the Endowment Spending Policy of the University.

5.  Composition

5.1  Appointing Body

Appointments to the Committee are approved by the Board on the recommendation of the Board Nominating and Review Committee.

The goal of the Board Nominating and Review Committee is to promote the appointment of Members with the knowledge, experience and skill sets relevant to the mandate of the Investments Committee.  To assist the Board Nominating and Review Committee in establishing preferred selection criteria, the Investments Committee may develop a matrix of general attributes and specific investment related skills that should be represented across the Committee membership.  An evaluation of the experience and skills of existing Committee Members relative to these requirements will help identify potential gaps in knowledge, experience and skills that could be filled by new appointments to the Committee.

5.2  Membership

The Committee shall consist of:

     Voting Members

  • The President (ex-officio)
  • 7 other members of the Board to include at least one student and one faculty member
  • Up to 4 advisors as appointed by the Board

     Non-Voting Members

  • The Vice-President (Adminstration & Finance) (ex-officio)
  • The Secretary of the Board who shall be Secretary of the Investments Committee (ex-officio)
  • The University Treasurer
  • A student enrolled in the Student Investment Fund Program within the Centre for Financial Studies.

5.3  Terms of Office

The normal term of office of Members, other than ex-officio members, and Advisors is three years.  Advisors shall be appointed for a term of up to three years and shall be voting members of the Committee.  Members and advisors are eligible for reappointment.

A member of the Investments Committee, other than an ex-officio member,  shall remain in office until a successor is appointed, provided, if the term of the member on the Board has expired, the seat is subject to continuance in office under the provision expressed in section 26 of The University of New Brunswick Act.   A member appointed to the Investments Committee to fill a vacancy in these circumstances shall assume office on the date of the appointment and shall hold office from that date and for a period determined by the Board.

A member of the Investments Committee, other than an ex-officio member, shall ipso facto vacate the seat when the seat on the Board ipso facto becomes vacant under the provisions expressed in Section 27 of the Act.

A vacancy in the seat of a member of the Investments Committee, other than the seat of an ex-officio member, shall be filled by the Board at or before the second meeting of the Board next following after the first occurrence of the vacancy.

5.4  Committee Leadership

The Board of Governors upon the recommendation of the Board Nominating and Review Committee will appoint the Committee Chair. 

The Committee will designate a Vice-Chair from the Committee membership upon the recommendation of the Board Chair and the Committee Chair.  The Vice-Chair undertakes and discharges all duties of the Chair in the absence of the Chair.

6.  Committee Rules

6.1  Quorum

The attendance at a meeting of at least six voting members of the Investments Committee, excluding the Chair, of whom at least three are voting members of the Board, will constitute the committee quorum required to transact business.

6.2  Voting Rule

(a)  Subject to 6.2(b), the vote in favour of a resolution by a majority of Voting Members in attendance at a meeting will be considered a resolution that is carried and endorsed by the Committee.

(b)  If four Voting Members who are Board appointed advisors are in attendance at a meeting, and only three Voting Members who are members of the Board, the Chair shall designate one the the Board appointed advisors as Non-Voting for purposes of that meeting.

6.3  Meeting Format

The Committee will normally meet in person to conduct its business but, subject to paragraph 6.4,  the Committee Chair may authorize meeting, member attendance and/or voting by means of conference phone call and/or electronic media.

6.4  E-mail Balloting

E-mail balloting may be conducted on matters that have already been discussed and given a general indication of assent by the Committee or for certain routine items of business which require approval for recommendation to the Board at its next meeting.  The Treasurer, in consultation with the Chair, the President and the Secretary, shall identify items of business which could be considered by e-mail ballot.  The Secretary (or designate) shall contact the members of the Committee by e-mail to gain consent to vote on the matter(s) in question by e-mail.  Should any member of the Committee feel the matter(s) require the Committee to meet, the Secretary, in consultation with the Chair, shall call a meeting of the Committee.  Members who do not respond to the request within three days will be assumed to have given consent to the e-mail ballot.  If the members agree to an e-mail ballot, the Secretary (or designate) shall forward an e-mail ballot to each voting member of the Committee.  Full documentation, if not already available to Committee members, shall be circulated with the ballot.

The ballot shall contain three options:           FOR/AGAINST/ABSTAIN

For a motion to be approved on an e-mail ballot, a majority of the members eligible to vote must vote FOR the motion.  In determining the number required for a majority, those voting ABSTAIN are excluded from the total eligible to vote.

6.5  Frequency of Meetings

The Committee shall meet as often as may be necessary to transact its business.

The President or three members of the Committee may by written notice to the Chair request a special meeting of the Committee and the Chair, upon receipt of such notice, shall call a meeting within a reasonable time.  The Chair shall provide notification of the special meeting to the Secretary who in turn will notify Committee members.

6.6  Close/Open Sessions

Meetings of the Committee shall be held in closed session unless the Committee resolves to carry out a meeting or part of a meeting in open session.

6.7  Attendance by Others

The Committee Chair or the President may authorize the attendance of non-Committee members at a Committee meeting, and will notify the Secretary accordingly.   The Committee Chair may grant speaking privileges to such individuals.  No voting privileges will be granted.

6.8  Committee Self-Assessment

The Committee shall conduct an annual self-assessment of the performance of the Committee against its terms of reference and shall report its findings to the Board.  The Committee will develop an appropriate review document to facilitate the annual self-assessment process.

6.9  Review of Terms of Reference

The Committee shall review its terms of reference at least once every three years and recommend any changes to the Board Nominating and Review Committee.

6.10 Other

Subject to these terms of reference, the Committee shall determine its own procedures.

7.    Resources

7.1 The Office of the Assistant Vice-President (Administration & Finance) & Treasurer and the Office of the University Secretary will provide administrative support to the Committee.   The Treasurer will serve as a resource person to the Committee.