Board remuneration

Effective date: May 30, 2024

Review date: May 30, 2027

I. Purpose and Interpretation

1. This Policy establishes the basis on which the directors of the Board are compensated for their time and service to RECO, including for their time and service with respect to Board Committees and Sub-Committees.

2. In this Policy, the following terms shall have the following meanings:

   “Act” means the Trust in Real Estate Services Act, 2002, S.O. 2002, c. 30, Sched. C as amended, and the regulations passed pursuant to that statute.

   “Administrative Agreement” means the administrative agreement between RECO and Her Majesty the Queen in Right of Ontario, dated 5 February 2013, as amended.

   “Administrator” means RECO’s Board Administrator.

   “ARFI” means the Audit, Risk, Finance & Insurance Committee of the Board.

   “Board” means RECO’s Board of Directors.

   “Board Committee” means a standing or ad hoc committee of the Board, established by the Board pursuant to the Policy on Committees of the Board of Directors.

   “Bylaw” means RECO’s corporate bylaw #1.

   “CEO” means RECO’s chief executive officer.

   “Chair” means the chair of the Board, or the chair of a Board committee or sub-committee, duly appointed to that position pursuant to the Policy on Appointment of the Chair & Vice-Chair.

   “Committees” means collectively Board Committees and Board sub committees,

   “Director” means a Sector Director, Non-Sector Director or Ministerial Director on RECO’s Board.

   “Sector Director” has the meaning ascribed to that term in the Bylaw.

   “Non-Sector Director” has the meaning ascribed to that term in the Bylaw.

   “Meeting” means a formally scheduled meeting of the Board, a Committee or RECO Members, whether the meeting is held in person or by teleconference, for which an agenda has been prepared and distributed, proper notice has been given, and a record of proceedings has been or is to be kept, and the term specifically includes events related to whole Board development pursuant to the Policy on Director Orientation & Development.

   “Ministerial Director” has the meaning ascribed to that term in the Bylaw.

   “RECO Members” means members of RECO as a corporation as defined in the Bylaw. “Registrar” means the registrar appointed under the Act.

   “Remuneration” means any amount to which a Director is entitled pursuant to this Policy.

   “SMG” means RECO’s senior management group as appointed by the CEO.

   “Statutory Committee” means any committee required to be established by RECO by

   virtue of the Act.

   “Sub-Committee” means any sub-committee of a Board Committee established by that Board Committee

3. By virtue of the resolution of the Board by which this Policy is enacted, the policy of the Board known as the “Policy on Board and Committee Remuneration” approved by the Board on 18 June 2020 is repealed in its
4. All values stated in this Policy are stated in Canadian dollars.

II. Scope and Responsibilities

1. Pursuant to the Bylaw, RECO Members approve the Remuneration to be paid to Sector and Non-Sector Directors.
2. Pursuant to the Bylaw and subject to the Administrative Agreement, the Board sets the Remuneration of Ministerial Directors. ARFI shall generally oversee the administration of this Policy, and it shall make such reports and recommendations to the Board as it shall deem necessary from time to time or as may be requested by the Board.
3. SMG shall report to ARFI on the administration of this Policy as it shall deem necessary or as may be requested by ARFI, and in that connection it shall make such recommendations to ARFI as it shall deem appropriate.
4. The Administrator shall be responsible for the administration of this Policy. The Administrator shall make such reports and recommendations to SMG as may be requested by SMG from time to time, or as may be deemed necessary by the Administrator.

III. Legal and Policy Context

This Policy shall be read and interpreted in a manner consistent with the following legal and policy framework, it being intended that the Policy shall be compliant with relevant law and policy.

Not-for-Profit Corporations Act, 2010, S.O. 2010, c. 15, as amended
Trust in Real Estate Services Act, 2002, S.O. 2002, c. 30, Sched. C, as amended
Safety and Consumer Statutes Administration Act, 1996, S.O. 1996, c.19, as amended

The Administrative Agreement between RECO and Her Majesty the Queen in Right of Ontario, dated 5 February 2013, as may be amended from time to time

RECO’s Corporate By-Law #1

RECO’s Policy on Appointment of the Chair & Vice-Chair RECO’s Policy on Board, Committee & Other Assessments RECO’s Policy on Committees of the Board of Directors
RECO’s Policy on Director Orientation & Development
RECO’s Policy on Organizational Planning & Performance

IV. Introduction

1. To compensate Directors for their time and service to RECO, Directors shall receive such Remuneration as may be contemplated by this Policy.

V. Principles

1. RECO is accountable for the funds it receives through its administration of the Act, and it must ensure that those funds are expended only in a manner consistent with good stewardship in the public interest.
2. The bases on which Remuneration is established and paid shall be fair, equitable, uniform and transparent.
3. Remuneration is intended to assist RECO in attracting and meaningfully engaging Directors. While Directors are intended to contribute their unique competencies in service of RECO’s vision and mission, an element of public service is implied in their work, such that Remuneration is not intended to be competitive in the ordinary
4. If a Director is employed by the Crown, the Director shall not receive any remuneration from RECO.

VI. Remuneration - General

1. Subject to this Policy and consistent with the Bylaw, Sector and Non-Sector Directors shall be entitled to Remuneration as approved by RECO Members at a general meeting of RECO Such Remuneration shall be applicable to the service of Sector and Non-Sector Directors on the Board or any Committee.
2. Subject to this Policy and consistent with the Bylaw, Ministerial Directors shall be entitled to Remuneration as approved by the Board. Such Remuneration shall be applicable to the service of Ministerial Directors on the Board or any Committee.
3. In addition to the Remuneration to which Directors are entitled for attending Meetings, Directors may be entitled to Remuneration in the following circumstances:
   1. Directors other than the Chair are entitled to Remuneration for activities other than Meetings, provided approval of that Remuneration is obtained by the Director from the Chair prior to participation in any activity related to the Board or a Committee.
   2. The Chair is entitled to Remuneration for activities other than Meetings, provided approval of that Remuneration is obtained by the Chair from the chair of ARFI prior to participation in any activity related to the Board or a Committee.
4. Any decision reached pursuant to section 3 by the Chair, the chair of ARFI, the CEO shall be final.

VII. Remuneration – Specifics

1. The Remuneration referred to in this Article VII has been approved by the RECO Members or the Board, as required by sections VI.1 and VI.2. This Policy will be updated as required from time to time as Remuneration is changed by RECO Members or the Board, as the case may be.
2. Directors shall receive Remuneration in the amounts set out in Table 1: Director Remuneration.
3. The annual retainer set out in Table 1: Director Remuneration shall be paid on a quarterly basis.

VIII. Remuneration - Process

1. In the case of Remuneration for Meetings, payment shall be made following confirmation in writing by the CEO and countersigned by the Administrator, of attendance by the Director at the Meeting.
2. In the case of Remuneration for activities other than Meetings to which a Director is entitled pursuant to section VI.3, payment shall be made following submission by the Director of confirmation of attendance at the activity in question, together with a statement by the Director as to the duration of the The information provided by the Director pursuant to this section VIII.2 shall be satisfactory to the Chair, the chair of ARFI or the CEO, as the case may be.
3. Prior to any Member receiving Remuneration, the Member shall supply to RECO’s Department of Human Resources such personal information as is required to process payments, including, but not limited to social insurance number, banking information and completed tax forms. Payment of per diem Remuneration due is made on a recurring bi-weekly processing cycle, and it shall be subject to appropriate deductions including (without limitation) income tax and contributions to the Canada pension plan.

IX. General

1. At the direction of the Board, RECO shall publish on its publicly facing web site the names of Directors receiving Remuneration, and the amounts and reasons for payment of that Remuneration.
2. This Policy will be reviewed by the Board in the first instance during the third year after its initial approval, or sooner if warranted by internal or external changes or events. Following its first review, this Policy will be reviewed by the Board every fifth year, or sooner if warranted by internal or external changes or events. Any failure to review this Policy by the Board when scheduled shall not invalidate this Policy, it being understood that this Policy shall remain in full force and effect despite any failure to

Table 1: Director Remuneration