Human Resource & Compensation Committee

The Human Resources and Compensation Committee is responsible for overseeing the human resources strategy, culture, and values of Plannera, as well as reviewing and recommending the compensation and benefits of Plannera staff to the Corporate Board.

Abridged Terms of Reference

1. Introduction and Purpose

This terms of reference provides a summary and overview of the purpose, responsibilities, membership and operating procedures of the of the Human Resources and Compensation Committee (HRCC) established by the Board of Directors (Board) of Plannera Pensions & Benefits (Plannera). It is not intended to be a comprehensive recitation of the HRCC Terms of Reference. In the event of a conflict between this abridged version and the HRCC Terms of Reference, the HRCC Terms of Reference will prevail.

2. Purpose of the HRCC

The purpose of the HRCC is to provide advice and recommendations to the Board on significant issues related to human resources and employee compensation that will assist in ensuring that:

a) human resources management and employee compensation policies are consistent with the goals of Plannera;

b) human resources management and employee compensation policies meet the test of public scrutiny;

c) the Board has the necessary information to make appropriate decisions with respect to human resources management and employee compensation issues; and

d) the proper analysis has been done before human resources management and compensation issues are forwarded to the Board for approval.

3. Definitions

 Where used in these terms of reference, the following terms have the meanings set out below unless modified by context:

a) President/CEO means the President and Chief Executive Officer of Plannera who reports directly to the Board;

b) Executive Management means those members of Plannera senior management who report directly to the President/CEO; and,

c) Management means directors, managers and professional employees of Plannera who are not Executive Management.

4. Duties and Responsibilities

Subject to the powers and authority of the Board, the HRCC shall be responsible for carrying out the duties described in these terms of reference, and as may be delegated by the Board, including but not limited to:

A. Compensation and Employee Benefits

Subject to Plannera’s business objectives, operations and risks, the HRCC is generally responsible for reviewing and making recommendations to the Board, for approval, on matters related to the annual human resources budget such as:

a) the employment and compensation of the President/CEO; and,

b) the annual salary increase budget, and any related changes to such, which may be presented by Plannera management.

I. General Responsibilities

The HRCC shall review, advise and make recommendations, as applicable, to the Board, for approval, with respect to such matters as:

a) the overall competitiveness of Plannera’s total rewards program; and,

b) Director, President/CEO and Executive Management compensation disclosure in reporting prepared for the annual meeting of the corporation.

II. Reporting

The HRCC will receive reports from Management, at least annually, with respect to: any actual or anticipated changes to total rewards offerings among peer businesses; an analysis of Plannera’s pay equity status; and, recommended changes to employee benefits or employee payment policies.

B. Severance

The HRCC will review and recommend to the Board for approval all severance arrangements applicable to the President/CEO and members of Executive Management.

C. Evaluation of the President/CEO

I. Annual Evaluation

The HRCC shall develop, implement and update, as needed, an annual performance evaluation process (Annual Evaluation) applicable to the President/CEO. The Annual Evaluation will be completed no later than 60 days prior to the end of each fiscal year, and will include a recommendation to the Board outlining the President/CEO’s strategic priorities, goals and objectives for the coming year and any proposed adjustment to the annual salary and/or any incentive compensation, if applicable, for the President/CEO taking into consideration the results of the Annual Evaluation. 

II. External Commitments

The HRCC will review and recommend to the Board for approval any significant outside commitments that the President/CEO is considering accepting, before such acceptance is communicated, including commitments to serve on boards of directors as a representative of Plannera.

D. Other

The HRCC shall also be responsible for:

a) Code of Conduct Investigations: the HRCC will investigate and recommend to the Board the resolution of any issues or concerns referred to it by the Governance Committee, arising from complaints under the Plannera Board Code of Conduct or the Plannera Employee Code of Conduct, that may relate to personnel matters or internal controls relating to human resources policies or benefits.

b) Succession Planning: no less than every two (2) years, the HRCC will meet with the President/CEO to review the succession plan proposed by the President/CEO as it applies to members of Executive Management and Management.

c) Recruitment and Retention: the HRCC will review and recommend to the Board for approval the annual report prepared by Management detailing Plannera’s long range human resources plans, strategies and policies in place to attract and retain talented employees including recruitment, training, performance management and related matters.

d) Compliance Monitoring: the HRCC will review the annual report from Plannera management on performance and compliance under applicable employment legislation.

e) Risk Management: Management will provide, at least annually, reporting outlining the human resources risk management strategies relating to the identification, evaluation, management and monitoring of risks, as they relate to Plannera.

In coordination with the Governance Committee, the HRCC shall annually review and assess the adequacy of its mandate in relation to evolving best practices.

5. HRCC Membership

The HRCC shall be composed of three (3) Board directors appointed in accordance with Section 8 of the Board Governance Manual. All HRCC members shall be independent of Management.

6. HRCC Meetings

The HRCC shall meet at least quarterly in each fiscal year, with additional meetings called at the discretion of the HRCC Chair or at the request of a majority of HRCC members.

Directors who are not members of the HRCC may attend HRCC meetings, but will not be considered in the determination of quorum or have the right to vote on matters requiring decisions.

7. Accountability

The HRCC shall report, at each regular meeting of the Board, all such action it has taken since the previous report.

Last reviewed May 14, 2024