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Investment Management Corporation of Ontario Act, 2015

ONTARIO REGULATION 212/17

GENERAL

Consolidation Period:  From June 29, 2017 to the e-Laws currency date.

Note: THIS REGULATION IS NOT YET IN FORCE. It comes into force on January 1, 2018. (See: O. Reg. 212/17, s. 10)

Last amendment: O. Reg. 212/17, s. 8, 9.

This is the English version of a bilingual regulation.

Definitions

1. In this Regulation,

“aggregate assets under management” means all of the assets for which the Corporation provides investment management services for members; (“total des actifs gérés”)

“assets under management”, when used in connection with a member, means the member’s assets for which the Corporation provides investment management services; (“actifs gérés”)

“member” means a member of the Corporation. (“membre”)

Annual determination of members’ assets under management

2. (1) On or before March 15 in each year, the board of directors shall determine, in accordance with generally accepted valuation policies and practices that the board of directors may approve, the fair market value of each member’s assets under management as of December 31 in the previous year, rounded to the nearest dollar.

(2) The board of directors’ determination shall be used to allocate votes among members in accordance with sections 4 to 6 for the purpose of voting at general or special meetings or in respect of elections of directors during the period that begins on the day the determination is made and ends on the day before the determination is made in the following year or, if a redetermination is made in accordance with section 3, the day before that redetermination is made.

Note: On March 31, 2028, subsection 2 (2) of the Regulation is amended by striking out “sections 4 to 6” and substituting “sections 4 and 5”. (See: O. Reg. 212/17, s. 8 (1))

(3) Promptly after making the determination, the board of directors shall notify each member about,

(a) the determination of the fair market value of the member’s assets under management; and

(b) the number of votes that are allocated to the member under this Regulation for the period described in subsection (2).

Redetermination of members’ assets under management

3. (1) If a person or entity becomes a member of the Corporation during the period that begins on January 1 of a year and ends on June 30 of the year, the board of directors shall redetermine, on or before September 15 of that year and in accordance with generally accepted valuation policies and practices that the board of directors may approve, the fair market value of each member’s assets under management as of June 30 of that year, rounded to the nearest dollar.

(2) The board of directors’ redetermination shall be used to allocate votes among members in accordance with sections 4 to 6 for the purpose of voting at general or special meetings or in respect of elections of directors during the period that begins on the day the redetermination is made and ends on the day before the determination under subsection 2 (1) is made in the following year.

Note: On March 31, 2028, subsection 3 (2) of the Regulation is amended by striking out “sections 4 to 6” and substituting “sections 4 and 5”. (See: O. Reg. 212/17, s. 8 (2))

(3) Promptly after making the redetermination, the board of directors shall notify each member about,

(a) the determination of the fair market value of the member’s assets under management; and

(b) the number of votes that are allocated to the member under this Regulation for the period described in subsection (2).

Vote allocation, general rule

4. Each member is allocated one vote per dollar of the fair market value of its assets under management as determined under subsection 2 (1) or 3 (1), as the case may be.

Vote allocation, restriction on control by single member

5. (1) Despite section 4, this section applies if the board of directors determines under subsection 2 (1) or 3 (1) that the fair market value of a member’s assets under management represents more than 50 per cent but not more than 87.5 per cent of the fair market value of the aggregate assets under management.

(2) During the period described in subsection 2 (2) or 3 (2), as the case may be, in which this section applies,

(a) each member, other than the member described in subsection (1), is allocated one vote per dollar of the fair market value of its assets under management as determined under subsection 2 (1) or 3 (1), as the case may be; and

(b) the member described in subsection (1) is allocated the same number of votes as the total number of votes allocated to the other members under clause (a).

Vote allocation, transitional exception re equalization between initial members

6. (1) Despite sections 4 and 5, and subject to subsection (3), this section applies with respect to the allocation of votes until the earlier of the following days:

1. The first day on which the board of directors determines, under subsection 2 (1) or 3 (1), that the fair market value of the assets under management for either the Ontario Public Service Pension Board or the Workplace Safety and Insurance Board represents less than 12.5 per cent of the fair market value of the aggregate assets under management.

2. The day in 2028 on which the board of directors determines, under subsection 2 (1), the fair market value of each member’s assets under management as of December 31, 2027.

(2) Each of the Ontario Public Service Pension Board and the Workplace Safety and Insurance Board shall be allocated one vote per dollar, rounded to the nearest dollar, of the amount determined in accordance with the formula,

(A + B) / 2

in which,

  “A” is the fair market value of the assets under management for the Ontario Public Service Pension Board as determined under subsection 2 (1) or 3 (1), as the case may be; and

  “B” is the fair market value of the assets under management for the Workplace Safety and Insurance Board as determined under subsection 2 (1) or 3 (1), as the case may be.

(3) The following rules govern the application of the equalization process set out in subsection (2):

1. If the difference between the fair market value of the assets under management for the Ontario Public Service Pension Board, as determined by the board of directors under subsection 2 (1), and the fair market value of the assets under management for the Workplace Safety and Insurance Board, as determined by the board of directors under subsection 2 (1), is greater than 20 per cent of the fair market value of the aggregate assets under management for two consecutive determinations under subsection 2 (1), the equalization of votes provided for in subsection (2) of this section does not apply with respect to the second determination or to subsequent determinations under subsection 2 (1) or 3 (1) until the rule in paragraph 2 applies.

2. The equalization of votes provided for in subsection (2) resumes when the difference between the fair market value of the assets under management for the Ontario Public Service Pension Board, as determined by the board of directors under subsection 2 (1), and the fair market value of the assets under management for the Workplace Safety and Insurance Board, as determined by the board of directors under subsection 2 (1), is less than or equal to 20 per cent of the fair market value of the aggregate assets under management for two consecutive determinations under subsection 2 (1).

3. In circumstances where paragraph 2 applies, the equalization of votes provided for in subsection (2) applies with respect to the second of the two consecutive determinations referred to in paragraph 2 and to subsequent determinations under subsections 2 (1) and 3 (1) unless the rule in paragraph 1 of this subsection applies again.

Note: On March 31, 2028, section 6 is revoked. (See: O. Reg. 212/17, s. 9 (1))

Transition

7. For greater certainty, for the period before the first determination is made by the board of directors in accordance with subsection 2 (1), each member has only one vote at general or special meetings or in respect of elections of directors.

Note: On March 31, 2018, section 7 is revoked. (See: O. Reg. 212/17, s. 9 (2))

8., 9. Omitted (provides for amendments to this Regulation).

10. Omitted (provides for coming into force of provisions of this Regulation).

 

 

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