Finance & Investment Committee - Terms of Reference

1. MEMBERSHIP

The membership of this Committee shall be appointed by the Board of Governors on the recommendation of the Governance Committee and shall consist of:

a maximum of nine members, with the majority being external members of the Board of Governors. One member shall also be a member of the Audit & Risk Committee, and at least one member shall also be a member of the Pension Investment Committee.

The Chair of the Committee shall be chosen from among the external members, by the Board of Governors on the recommendation of the Governance Committee. All members are expected to have financial expertise and experience.

2. MEETINGS

The Committee will meet at least four times a year, approximately quarterly, and may meet more often as necessary.

3. TERMS OF REFERENCE

General

a. To exercise oversight over the financial affairs of the University.

b. To monitor operating results relative to established budgets.

c. To review the framework within which the University's annual operating budget is developed and to recommend the University's annual operating budget to the Board.

d. To review, at least annually, the University's debt and debt retirement plan.

Investment of non-pension assets

e. To review, at least annually, all of the University's investment policies and guidelines.

f. To exercise oversight and responsibility for compliance with Board-approved Responsible Investment Policy for funds/investments falling within the committee’s authority.

g. To recommend to the Board of Governors the investment policy for the University of Waterloo Endowment Fund and for the IQC Trust Fund as described in the Statement of Investment Policy and Procedures (SIPP) for those funds, and to approve the Fund Implementation Procedures (FIP) for those funds, and to review and provide input to the Pension Investment Committee in that body’s annual review of the Statement of Investment Policies and Procedures and Fund Implementation Procedures.

h. To approve on behalf of the Board of Governors the approval/termination of external fund managers/mandates for all investment funds except pension investments. The committee may, at its discretion, rely upon the due diligence of the Pension Investment Committee in making decisions on external fund managers.

i. To approve investment decisions within the approved mix and amongst the approved managers/mandates in compliance with the University’s investment policies and guidelines for all investment funds except pension investments.

j. To monitor the performance of all external fund managers/mandates and market conditions for the University's investment funds, including meeting with external fund managers from time to time as appropriate. The committee, at its discretion, rely upon the due diligence conducted by the Pension Investment Committee in carrying out its responsibilities under this article.

k. To report on its activities at least quarterly to the Board of Governors including all approvals/terminations and transactions under articles (h) and (i).

l. To review, at least annually, the adequacy of the Committee's terms of reference as well as those of the Pension & Benefits Committee and the Pension Investment Committee, in consultation with the chairs of the other committees, and to propose any needed amendments to the Governance Committee.

m. The chair is to meet, at least annually, with the chairs of the Pension & Benefits Committee and the Pension Investment Committee to ensure efficiency and effectiveness of investment governance.