ONE JIB

Regular Board Meeting

Minutes

Meeting #:2020-05
Date:
-
Location:
Zoom Virtual Meeting
Members Present:
  • Board Chair B. Hughes
  • Board Vice-Chair G. James
  • A. Basdeo
  • J. Dowty
  • H. Franken
  • J. Giles
  • M. Melinyshyn
  • S. Rettie
  • eSCRIBE Participant
Others Present:
  • J. Dezell, Co-President/Co-CEO, ONE Investment
  • D. Herridge, Co-President/Co-CEO, ONE Investment
  • H. Douglas, WeirFoulds LLP, Legal Counsel
  • E. Foo, Chief Compliance Officer, ONE Investment
  • S. Han, WeirFoulds, LLP, Legal Counsel
  • D. Kelly, Board Secretary
  • C. Macdonald, Manager of Investments, ONE Investment
  • J. Mascarin, Aird & Berlis, LLP, Integrity Commissioner & Closed Meeting Investigator
  • K. Taylor, Chief Investment Officer, ONE Investment

Board Chair Hughes welcomed all to the ONE JIB meeting.

For procedural reasons, the meeting started with a regular meeting at which notice was given of proposed amendments to the Procedure By-law regarding Members’ participation in electronic meetings and notice requirements for Procedure By-law amendments.

The Board gave notice of its intention to amend its Procedure By-law at the Special Meeting to follow in order to permit Members’ participation in electronic meetings pursuant to recent amendments to the Municipal Act and to amend the notice provisions regarding proposed amendments to the Procedure By-law.

  • Moved byBoard Member Giles

    THAT the Board adjourn the regular meeting.

     

    The regular meeting adjourned at 9:01 a.m.

    Carried

The special meeting began at 9:02 a.m.

The Chair welcomed all to the special meeting.

The only agenda item for this special meeting was to consider amendments to the Board’s Procedure By-law so that Board Members could continue to meet electronically in accordance with recent amendments to the Municipal Act – both during the COVID-19 pandemic and in the future - and could give notice of a proposed amendment to the Procedure By-law at a previous meeting of the Board.

There were no disclosures of pecuniary interest.

Denis Kelly, Board Secretary, made a presentation on the proposed Procedure By-law amendments.

  • Moved byBoard Member Rettie

    THAT the Board receive the report (September 16, 2020) and presentation from Denis Kelly, Board Secretary, and adopt the recommendation in the report to amend the Procedure By-law as it pertains to the calling of and participation in electronic meetings and the giving of notice of proposed amendments to the Procedure By-law.

    (See By-law No. 2-2020.)

    Carried
  • Moved byBoard Member Franken

    THAT the appropriate staff of ONE JIB and ONE Investment be given the authority to do all things necessary, including executing any documents, to give effect to the Board’s decision at this Special Meeting.

    Carried
  • Moved byBoard Member Dowty

    THAT the Board adjourn the special meeting.

     

    The special meeting adjourned at 9:05 a.m.

    Carried

The regular meeting reconvened back at 9:06 a.m.


The Chair welcomed everyone back to the regular ONE JIB meeting.

There were no disclosures of pecuniary interest.

  • Moved byBoard Vice-Chair James

    THAT the Minutes of the July 14, 2020 ONE JIB meeting be approved as amended to delete  the word “Marketing” in the second line of section 6.b.

    Carried
  • Moved byBoard Member Basdeo

    THAT the Closed Meeting Record of the July 14, 2020 ONE JIB meeting be approved as circulated.

    Carried

There was one follow up item from July 14, 2020 meeting to be addressed by item 13.a. regarding the Transition Plan report.

There were no communication items in this agenda.

There were no delegations.

Evelyn Foo, Chief Compliance Officer, ONE Investment, made a presentation on the transition plan report.

  • Moved byBoard Vice-Chair James

    THAT the Board receive the report (September 16, 2020) and presentation from Evelyn Foo, Chief Compliance Officer, ONE Investment, on the implementation of the transition plan.

    Carried

Keith Taylor, Chief Investment Officer, ONE Investment gave a brief presentation  on the report on Canadian Fixed Income Mandates.

Darren Patrick, Managing Director, MFS Investment Management, and Soami Kohly, Portfolio Manager, MFS Investment Management, the Board’s Investment Manager for the Canadian Government Bond Fund and the Corporate Bond Fund, made a presentation to the Board.

  • Moved byBoard Member Basdeo

    THAT the Board receive the report (September 16, 2020) and presentation from Keith Taylor, Chief Investment Officer, ONE Investment, on the Overview of Canadian Fixed Income Mandates for information.

    Carried
  • Moved byBoard Member Rettie

    THAT the Board receive the presentation from Darren Patrick, and Soami Kohly, MFS Investment Management, for information.

    Carried

There was no other business.

  • Moved byBoard Member Melinyshyn

    THAT the Board move into closed session for the purpose of holding an Education Session on Closed Meetings pursuant to subsection 239 (3.1) of the Municipal Act with John Mascarin, Partner, Aird & Berlis LLP, the Board's Integrity Commissioner and Closed Meeting Investigator – also under the heading of solicitor-client privilege, and

    THAT the Board receive legal advice from Susan Han, Partner, WeirFoulds LLP, the Board's Legal Counsel, on agreements for the investment pools - under the heading of solicitor-client privilege.

     

    The Board adjourned at 10:28 a.m. and reconvened in closed session at 10:42 a.m.

    Carried

15.a
Education Session - Closed Meetings with John Mascarin, Partner Aird Berlis LLP - solicitor-client
 

15.b
Legal Agreements Pertaining to the Investment Pools - Susan Han, Partner WeirFoulds LLP - solicitor-client
 

  • Moved byBoard Vice-Chair James

    THAT the Board reconvene in public session.

     

    The Board reconvened in public session at 12:22 p.m.

    Carried
  • Moved byBoard Member Basdeo

    THAT the Board receive the confidential presentations from John Mascarin, Aird & Berlis LLP and Susan Han, WeirFoulds LLP.

    Carried

Board Chair Hughes outlined the meeting outcomes from today's meeting:

  1. Received the report and presentation from Denis Kelly, Board Secretary and adopted the recommendation in the report to amend the Procedure By-law as it pertains to the calling of and participation in electronic meetings and the giving of notice relating to amendments to the Procedure By-law.
  2. Received the presentation and report on the implementation of the transition plan.
  3. Received the Chief Investment Officer’s report and presentation on an Overview of Canadian Fixed Income Mandates report and the presentation from MFS Investment Management.
  4. Held a closed meeting education session with its Integrity Commissioner and Closed Meeting Investigator on Closed Meetings and received legal advice from its Legal Counsel on agreements for the investment pools.
  • Moved byBoard Member Rettie

    THAT the appropriate staff of ONE JIB and ONE Investment be given the authority to do all things necessary, including executing any documents, to give effect to the Board’s decisions today.

    Carried
  • Moved byBoard Member Giles

    THAT the Board adjourn its meeting.

     

    The meeting adjourned at 12:23 p.m.

    Carried