Designation and replacement of pension committee members

The rules for designating and replacing members of the pension committee vary according to whether their designation was provided for in the provisions of the plan text or occurred during the annual meeting.

Members designated according to the plan text

The plan's provisions indicate who has the authority to designate members, other than those designated at the annual meeting, and the criteria for their designation.
A committee member may be designated according to various criteria, such as:

  • in his or her own right
  • by virtue of the position held in the company
  • by virtue of his or her plan status (active member, retiree, etc.).

Generally, pension committee members are individuals; however, they can also be corporate bodies.
In the internal by-laws, the pension committee cannot provide other rules for designating members unless the plan text gives them this right.

Members designated at the annual meeting

The pension committee can propose a method of designating members. If the committee does not make a proposal or if the proposal is not accepted, each of the groups, that is, the group of active plan members and the group of non-active plan members and beneficiaries, determines its own procedures for designating its pension committee members.

Proxy voting

Persons who have received proxies from plan members and beneficiaries and who are present at the annual meeting can vote on the designation of pension committee members.

If proxy voting is accepted as a designation method, the proxy vote must be counted when voting to designate members.

The committee member's term of office

A member's term of office is limited to a maximum of 3 years. The plan text can provide for different terms depending on the position held. A committee member's term of office can be renewed upon expiry if the plan text so provides.

However, a member designated at the annual meeting, must be designated again in order to serve another term of office.

Replacement of members designated according to the plan text

The plan's provisions must set out the conditions for replacing a member. The situations that may require a member to be replaced are: the end of his or her term of office, death, loss of the right to act, absence, permanent or temporary incapacity, resignation or destitution.

The plan text must indicate whether the absence or loss of the right to act requires a temporary or permanent replacement to be named. This is especially the case for sick leave.

Replacement of members designated at the annual meeting

If a voting member designated at the annual meeting cannot carry out his or her duties because his or her seat becomes vacant (e.g., death or resignation), he or she is absent or is prevented from acting (e.g., illness, maternity or paternity leave), the committee designates a replacement who will serve until the next annual meeting. The replacement does not have to be a plan member or beneficiary.

Note that...

A member whose term ends stays in office until his or her term is renewed or a replacement is chosen.

A member who resigns ceases to sit on the committee as of the date on which his or her notice of resignation is received, unless a later date is indicated.

For more information on the makeup of the pension committee, refer to:

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