09

Governance & Board of Directors

AIMCo is a Crown Corporation of the Province of Alberta committed to the highest standards of corporate governance — including a highly qualified Board of Directors — with complete operational independence.

In accordance with the Alberta Investment Management Corporation Act, the Board of Directors is responsible for overseeing the management of the business and affairs of AIMCo. All directors are fully independent of management.

Directors are required by statute to act honestly and in good faith with a view to the best interests of the corporation and, as such, are required to exercise due care, diligence and skill, and manage risk appropriately in their oversight of AIMCo.

Board of directors

Mark Wiseman
Chair
Phyllis Clark
Board Member
Bob Dhillon, O.C.
Retired December 31, 2022
Bob Kelly
Retired September 30, 2022
Jim Keohane
Board Member
Dr. Kenneth (Ken) F. Kroner
Investment Committee Chair
Lorraine Mitchelmore
Board Member
Roger Renaud
Human Resources & Compensation Committee Chair
Sharon Sallows
Enterprise Risk Committee Chair
Jacqueline Sheppard
Retired December 31, 2022
Theresa Whitmarsh
Governance Committee Chair
Tom Woods
Audit Committee Chair

Board of Directors Standing
Committees

Audit

Responsible for: Financial reporting processes, development and implementation of internal audit and financial control policies, and compliance with said policies and applicable laws and regulations.
1

Enterprise Risk

Responsible for: Assisting the AIMCo Board of Directors in fulfilling its obligations to oversee risk management and risk governance. The Committee is responsible for overseeing all elements of risk management and governance that are not retained for the direct oversight of the Board or delegated to another committee of the Board and is responsible for overseeing the management of AIMCo’s enterprise risk exposure in an integrated manner.
2

Governance

Responsible for: Policies, processes and procedures that comprise AIMCo’s corporate governance framework, including overseeing terms of reference for the Board of Directors and each Board Committee, Board recruitment, conducting Board evaluations, and generally ensuring the principled and effective operation of the Board of Directors.
3

Human Resources & Compensation

Responsible for: Human resources strategy, philosophy and policies of the Corporation in alignment with corporate objectives, organizational structure, management development and succession, and compensation practices with the support of an external consultant.
4

Investment

Responsible for: Investment activities, risk management and operations of AIMCo and voting on specificinvestment-related matters.
5

The Board has a policy objective to achieve gender parity, consistent with the Board’s commitment to gender diversity and greater representation of qualified women on boards, in alignment with the aims of robust board governance.

Director appointments are made with the intention of creating a board comprised of individuals who, in the aggregate, have the full range of proven skills, knowledge and experience necessary to effectively oversee AIMCo in achieving its objectives.

Confidential Reporting Policy

In accordance with governance best practices and applicable law, AIMCo has an established Confidential Reporting Policy and all AIMCo personnel, clients and any other stakeholders may confidentially report any failure to comply with the Code of Conduct and Ethical Standards.

In 2022, AIMCo received three disclosures through our confidential reporting system. All reports were assessed pursuant to the Confidential Reporting Policy. One report was referred for consideration outside of the Confidential Reporting Policy. Two reports were investigated under the Confidential Reporting Policy. No report resulted in a finding of wrongdoing.