Responsibilities of the Committees of the Board

The Board has the authority to establish and carry out its duties through committees and to appoint directors to be members of these committees. The Board assesses the work and recommendations of the Board committees, and the constitution and workplan of each committee is reviewed annually or more frequently, as circumstances require. From time to time the Board may create ad hoc committees or task forces to examine specific issues on behalf of the Board.

The Board has established the following standing committees:

  • (1) Audit Committee;
  • (2) Consumer Committee;
  • (3) Governance Committee;
  • (4) Human Resources & Compensation Committee;
  • (5) Investment Committee;
  • (6) Nominations Committee and
  • (7) Regulatory Affairs Committee.

The Board has established a Condominium Task Force and a Consumer Advisory Council.

The Strategic Transition Ad Hoc Committee (“STC”), was created in 2017 for the primary purpose of providing advice to the CEO with respect to implementing certain recommendations from the Minister of Government and Consumer Services in connection with the passage of Bill 166 relating to transformation. In October, the STC was put on hiatus until the organization received direction from the Province.

HARI PANDAY, FCPA, FCGA, ICD.D, Chair

ANDY KENINS, CPA, CA, ICD.D, Vice Chair

SHELDON LIBFELD, Vice Chair

VICTOR FIUME

LEA RAY, CPA, CA, ICD.D

The Audit Committee, composed of five members of the Board, reviews: the quarterly financial statements and key performance indicators; the annual audited financial statements and financial operating performance reported in Tarion’s Annual Report; the assessment of reserves; and the results of capital adequacy testing. The Audit Committee is also responsible for the development and monitoring of policies to address risk management as well as the internal control framework. It also makes recommendations to the Board about the appointment of the external auditor, the internal auditor, the external actuary, the pension plan actuary and administrator, and any other independent assurance provider.

This committee also: reviews the company’s pension plan and internal controls; provides advice on external audit services; and performs additional services such as working jointly with the Human Resources & Compensation Committee to review Tarion’s annual budget and to set corporate key performance indicators for the following year.

The Audit Committee meets five times a year and at such other times as the committee may determine. The Audit Committee meets without the presence of management with the actuary and the internal and external auditors.

LORALEA CARRUTHERS, Chair

BOB FINNIGAN, Vice Chair

PAUL GOLINI JR., ICD.D

JOHN LIEOU

LYNN PETERSON, ICD

JUSTIN RANGOONI

SCOTT REID

WENDY RINELLA, ICD

The Consumer Committee is composed of eight members of the Board who represent Tarion’s major stakeholders. The Consumer Committee provides guidance, informed opinion and progressive ideas, and makes recommendations to the Board about the promotion of consumer interests and consumer protection initiatives related to Tarion’s mandate and its commitment to new home buyers.

The Consumer Committee also assists Tarion’s management with consumer policy development. It provides insight and input on issues by making recommendations on the development and delivery of consumer protection initiatives and policies. The Consumer Committee makes its recommendations by analyzing relevant consumer research data and by giving insight into current communication programs and trends.

The Consumer Committee meets four times a year and at such other times as the committee may determine. The Consumer Committee meets without the presence of management with the Ombudsperson at every meeting.

HITESH DOSHI, Chair

The Consumer Advisory Council serves as an advisory body and reports to the Consumer Committee. It provides ongoing advice from a homebuyer’s perspective on proposed Tarion policy changes. The Consumer Advisory Council met four times in 2018. The Chair of the Consumer Advisory Council attends each meeting of the Consumer Committee.

The members of the Consumer Advisory Council include consumers who have been through our warranty process, a home inspector, a retired building official, real estate lawyers and other experts who have direct dealings with new home buyers.

Any policy recommendations to be considered by the Consumer Advisory Council can be made through a written submission on Tarion’s website under “Contact Us”.

JUSTIN RANGOONI, Chair

SCOTT REID, Vice Chair

LORALEA CARRUTHERS

PAUL GOLINI JR., ICD.D

GREG GRAHAM

HARI PANDAY, FCPA, FCGA, ICD.D

LYNN PETERSON, ICD

LEA RAY, CPA, CA, ICD.D

The Governance Committee, composed of eight members of the Board, provides recommendations to the Board about governance matters affecting the company. The Governance Committee has responsibility for developing and monitoring the effectiveness of Tarion’s system of corporate governance. This includes making recommendations to the Board of Directors on appropriate and necessary governance policies, governance structure and Board committees. The Governance Committee works with an external governance expert who advises on governance best practices and assists with the Board’s self-assessment and peer evaluation.

Among its key responsibilities, the Governance Committee:

  • Recommends procedures for the recruitment of director candidates to the Board of Directors of Tarion and provides oversight over the election process through the Nominations Committee;
  • Provides input to the Board of Directors and the Nominations Committee on an appropriate director nomination process to ensure that the Board has the appropriate skills and background to address the business issues of the company, including expertise in the areas of insurance, claims management, governance, consumer issues, new home construction, risk management and financial matters;
  • Oversees the development and implementation of orientation procedures for new directors as well as the development and implementation of director training policies and programs;
  • Recommends to the Board of Directors the evaluation process to be followed by the Board each year in keeping with the requirements of the Accountability Agreement. The Governance Committee is responsible for the conduct of this process, ensuring results of the evaluation are acted upon and that a policy is in place to proactively address full Board and individual director training and development;
  • Recommends governance improvements to the Board of Directors, based on current trends and needs of the Board, as well as from best-practice trends in corporate governance in Canada; and,
  • Develops, maintains and updates as necessary the Code of Conduct and Governance Practices of the company, to ensure every director signs a copy of the Code each year and agrees to abide by each of its principles.

The Nominations Committee reports to the Governance Committee and is composed of the Chair of the Board (or his/her designate as determined by the Board should the Board Chair be up for reappointment), two appointees from the Ministry of Government and Consumer Services and two appointees from the Ontario Home Builders’ Association.

The Nominations Committee is responsible for reviewing, considering and initiating proposals for nomination of individuals for election to the Board and for assessing incumbent directors for re-nomination to the Board. The Nominations Committee maintains an evergreen list of potential Board candidates for future director vacancies. Potential candidates for the Board are evaluated by the Nominations Committee, taking into account the candidate’s background and qualifications to ensure that the candidate’s experience and skills are aligned with the company’s needs. Each year, the Nominations Committee recommends to the Board, through the Governance Committee, the names of individuals to be nominated for election. The Nominations Committee has the right to appoint an outside consultant to assist in its deliberations.

In its assessment of the proposed director nominees, the Nominations Committee considers diversity – which includes, but is not limited to: gender, race, Indigenous status, age, sexual orientation, gender identity and ability – as well as skills, experience and character. The Board has a formal diversity policy and, while there is currently no target for female representation on the Board, the Board has four female directors representing 25% of the Board.

WENDY RINELLA, ICD, Chair

BOB FINNIGAN, Vice Chair

FRANK GIANNONE, ICD

PAUL GOLINI JR., ICD.D

GREG GRAHAM

HARI PANDAY, FCPA, FCGA, ICD.D

The Human Resources & Compensation Committee, composed of six members of the Board, is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities regarding human resources and compensation. The Human Resources & Compensation Committee oversees the implementation of human resources decisions of the Board and ensures the adequacy and effectiveness of the existing systems to ensure compliance with all human resources legislation, policies and procedures.

Additionally, the Human Resources & Compensation Committee leads the process of setting the key performance indicators, performance evaluation, and compensation, benefits and incentives for the President & CEO. It is responsible for making recommendations to the Board on the annual objectives for the President & CEO and for evaluating performance against those objectives. The Human Resources & Compensation Committee works with external expert compensation advisers who provide information about current market compensation payable to senior executives of comparable organizations. It also undertakes an annual succession review of the senior management team in consultation with the President & CEO.

The Human Resources & Compensation Committee is also responsible for recommending director compensation. A comprehensive review was undertaken in 2018. No changes were made to director compensation. The next review is scheduled to be undertaken in 2020.

GREG GRAHAM, Chair

HARI PANDAY, FCPA, FCGA, ICD.D, Vice Chair

SHELDON LIBFELD, Vice Chair

DAN GABRIELE

ANDY KENINS, CPA, CA, ICD.D

WENDY RINELLA, ICD

The Investment Committee, composed of six members of the Board, reports to the Board on corporate investment plans, policies and issues pertaining to corporate funds and pension plan(s) that affect Tarion. The goals of Tarion’s investment strategies and policies are to maximize return to the company at the selected risk level within the Board-approved constraints, and to ensure funds are invested appropriately, recognizing the liquidity, credit, market and interest rate risks, as well as the timing and magnitude of corporate, operational and reserve requirements. The Investment Committee considers and recommends investment strategies, plans and policies related to the invested assets of the company. The Investment Committee oversees the selection and appointment of its investment managers, and it reviews and recommends the investment policies of the company each year for the Board’s approval. It also reviews reports from fund managers on investment activities and measures investment results against the investment objectives of the company. In addition, the Investment Committee is responsible for the oversight of the management of assets related to the pension plan of the company.

The Investment Committee meets with each of the investment managers annually without the presence of management

VICTOR FIUME, Chair

SHELDON LIBFELD, Vice Chair

FRANK GIANNONE, ICD

PAUL GOLINI JR., ICD.D

LYNN PETERSON, ICD

JUSTIN RANGOONI

LEA RAY, CPA, CA, ICD.D

The Regulatory Affairs Committee, composed of seven members of the Board, assists the Board in fulfilling its oversight responsibilities pertaining to Tarion’s regulation-making powers as provided in the Ontario New Home Warranties Plan Act. It provides due diligence on behalf of the Board of Directors for the planning, research, stakeholder consultation and implementation of each proposed regulation change. It also evaluates the adequacy and effectiveness of current or proposed legislation or regulations to ensure compliance with the mandate of the company. The Regulatory Affairs Committee ensures that Tarion is meeting its regulatory obligations and responsibilities as set out in its mandate.

SCOTT REID, Chair

LORALEA CARRUTHERS

FRANK GIANNONE, ICD

PAUL GOLINI JR., ICD.D

SHELDON LIBFELD, Vice Chair

ROB COOPER, Industry Appointee

SANDY EWEN, Industry Appointee

HARRY HERSKOWITZ, Industry Appointee

MARC SAMMONS, Industry Appointee

SALLY THOMPSON, Industry Appointee

The Condominium Task Force is composed of five directors and five industry appointees experienced in the condominium area. The Condominium Task Force was established as a forum to facilitate research, provide informed opinions and discussion and make progressive recommendations about the condominium industry to Tarion management and the Board.