Investment Committee Terms of Reference

(As approved by the Board of Trustees in May 1996, amended March 2001, December 2006, March 2012, May 2013, May 2014, May 2018, May 10, 2024)

I.    Purpose
II.    Authority
III.    Duties and Responsibilities
    i.    Investment Oversight
    ii.    Investment Policy
    iii.    External Investment Managers
    iv.    Risk Management 
IV.    Composition and Skills
V.    Governance Practices
VI.    Meetings 

I.  Purpose

The Investment Committee (“Committee”) is formed to support and enhance the capacity of the Queen’s University Board of Trustees (“Board”) to fulfil its fiduciary obligations to oversee the financial health, administration, and governance of the University’s investments. 

II.  Authority

The Investment Committee is a committee of the Board of Queen’s University from which it derives its authority and to which it reports. 

Oversight Areas: The Committee has delegated authority from the Board in respect of the areas of oversight for which it has accountability under these Terms of Reference. As specified under “Duties and Responsibilities” below, the Board delegates to the Investment Committee the authority to monitor and oversee, provide advice to the Board, to review and recommend matters to the Board for approval, and to approve matters on behalf of the Board. 

Professional Advisors: The Committee has the authority, delegated by the Chair of the Board, to retain professional advisors as it deems appropriate to fulfilling its obligations under this Terms of Reference. 

III.  Duties & Responsibilities  

The Committee is accountable to the Board for oversight of the University’s investments as described in the Board-approved Statement of Investment Policies and Procedures (“SIP&P”) and Responsible Investing Policy, for recommending investment policy, and for hiring and managing external investment managers (“Oversight Areas”). 

i.     Investment Oversight 

The Committee will oversee the management of the University’s investments, and specifically will: 
Act as fiduciaries while supervising the professional and responsible handling of the University's investments under the Committee’s jurisdiction.  

Determine the appropriate asset mix for both the Pooled Endowment Fund and Pooled Investment Fund, and, within the prescribed limits set out in the SIP&P, adjust each asset mix as appropriate considering all relevant factors. 

Review at regular intervals the University’s investments with a view to maximizing total return while considering risk, income requirements, and the need to preserve and enhance the future purchasing power of the funds. 

Make recommendations to the Board respecting the spending policy for the Pooled Endowment Fund. 

Receive reports from, and provide guidance to, the University’s Department of Investment Services, and report to the Board on these activities. 

Make any other recommendations to the Board concerning the management of the investment funds of the University, as the Committee deems appropriate or the Board requests.

ii.     Investment Policy

The Committee will oversee the development and maintenance of investment policy at the University, and specifically will: 
Annually review the SIP&P, approve immaterial or minor changes, and recommend any material changes to the Board for its approval. 
Consider and recommend to the Board or applicable Board Committee other relevant policies, and updates to the same, including but not limited to responsible investing, debt management, and spending policies.

iii.     External Investment Managers

The Committee will oversee the work of external investment managers and custodians, and specifically will: 

Hire external investment managers to manage investment funds, advising the Board of the hiring of a new manager at the Board meeting following the decision to hire the new manager. 

Monitor the performance of investment managers and provide direction to them in accordance with the SIP&P and Responsible Investing Policy. 

Where the Committee deems appropriate, terminate any investment manager, advising the Board of the termination of the manager at the Board meeting following the decision to terminate the new manager. 

Ensure that investment managers, custodians, and other engaged service providers comply with the University’s investment policies, industry standard compliance and professional conduct practices, and report annually to the Board to confirm compliance. 

iv.     Risk Management

Monitor and, at least annually, report to the Board to keep it informed of the investment risk exposures the Committee is monitoring, and ensure the Board understands significant investment risks and significant deficiencies in risk management or mitigation plans if or as applicable. 

IV.  Composition & Skills

The Committee will include 5 to 9 non ex officio members, at least two of whom will be Trustees.  The Committee’s chair shall be a trustee.
In addition to the foregoing, the Chair of the Board, Chancellor, and Vice Principal (Finance and Administration) will serve ex officio on the Committee. 

All non ex officio members must have a sufficient understanding of investments to read, understand, and ask probing questions about the University’s investment reporting. Further, at least 5 members of the Committee should have demonstrated investment expertise.

Investment expertise encompasses broad competencies, such as manager diligence and performance evaluation, asset allocation, risk management, economics analysis and financial research. 

Notwithstanding Section 3 of By-law No. 2, a quorum will be a majority of the appointed (non ex officio) members. 

IV.  Governance & Practices

Each year, the Committee will report to the Board regarding compliance to the SIP&P and Responsible Investing Policy.

Each year, the Committee will provide applicable training and education relating to effective strategic oversight to its members to allow them to fulfil their responsibilities to the Committee. The Committee will annually report its training and education work to the Governance, Human Resources, and Nominating Committee. 

All committee members will foster an inclusive Committee culture that encourages the sharing of diverse perspectives in line with the Board’s commitments to advance Indigenization, Equity, Diversity, Inclusion, Accessibility, and Anti-Racism. 

All committee members will comply with the SIP&P.  All committee members will fulfil the same expectations and are held to the same standards as Trustees including compliance with the Board of Trustees’ Code of Conduct. In conducting its work, the Committee will remain mindful of any legal or regulatory requirements, governance leading practices, the Queen’s University Charter, By-Laws, Policies, and the Board of Trustees’ Guiding Principles for Board Committees. 

VI.  Meetings

The Committee will meet at least four times annually.  

Chair: T. Mattina
Vice-Chair:  S. Lawrence
Secretary: B. O'Neill