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Ontario Government Responds to Poirier Review Recommendations Regarding OMERS

· 12 min read By: Natasha D. Monkman, Andrew Easto

FTR Now

Ontario Government Responds to Poirier Review Recommendations Regarding OMERS

Date: November 10, 2025

In December, 2024, the Ministry of Municipal Affairs and Housing appointed Robert Poirier as a third-party Special Advisor to conduct a governance review of the Ontario Municipal Employees Retirement System (“OMERS”) Sponsors Corporation in response to discontent following an announcement in June 2024 that contribution rates would be increased for certain groups of employees. Following a review of the current OMERS bicameral governance model and assessment of the effectiveness of the OMERS Sponsors Corporation and the OMERS Administration Corporation the review concluded in September 2025 and its recommendations were published on November 5, 2025 (the “Poirier Review”).

In response to the recommendations, the Ontario Government has introduced implementing legislation through the Plan to Protect Ontario Act (Budget Measures), 2025 (No. 2) (Bill 68).

In addition to the Poirier Review’s recommended changes, Bill 68 will amend the Ontario Municipal Employees Retirement System Act, 2006 (the “OMERS Act, 2006”) to include a broad limitation of liability for the Crown, the Executive Council (Cabinet), any Crown officers, employees or agents, or current or former members of the Sponsors Corporation (except proceedings brought by the Crown itself). The limitation of the Crown’s liability will have retrospective effect and will apply regardless of whether a cause of action arose before or after the implementation of Bill 68.

Major Changes to OMERS Governance Recommended

Critically, the Poirier Review recommends dissolving the Sponsors Corporation and replacing it with a Sponsors Council that will not be a corporation or any other form of legal entity. Where the Sponsors Corporation was a legal entity in its own right, the Council will be an advisory body composed of individually appointed representatives. Another key change is that the Administration Corporation will have a greater level of autonomy, and in fact will be provided with authority to veto the Council on certain matters by 2/3 majority vote – and set compensation levels for Council members.

Bill 68 proposes amendments to the OMERS Act, 2006 that would provide for the framework for the dissolution of the Sponsors Corporation and the establishment of the Sponsors Council.  Bill 68 goes beyond the Poirier Review, however, and purports to cause the representatives on the Sponsors Council to have a statutory duty of care, requiring the representatives to act honestly and in good faith, with a view to balancing the best interests of plan members and participating employers and goes on to require the representatives to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. This latter requirement would establish a unique fiduciary-like duty of care on representatives on a sponsors’ body, while sponsors do not have fiduciary duties at law.

The History of OMERS Governance Structure

From its establishment in 1962 until 2006, OMERS was sponsored by Ontario. The government transferred responsibility for OMERS’ administration to the Ontario Municipal Employees Retirement Board (the “OMERS Board”) in 1968, with employer and employee groups providing recommendations to Cabinet on board appointments. The government, as sponsor, retained responsibility to make decisions on design related issues such as benefit and/or contribution rate changes. Importantly, the government operated as sponsor despite not having any of its own employees in the pension plan and by extension without being directly responsible for paying employer contributions.

OMERS current bicameral governance model came about with the OMERS Act, 2006. The act devolved the government’s role as plan sponsor to representatives of plan members and participating employers via the newly established OMERS Sponsors Corporation, with the OMERS Board continuing to carry out the administrative function though renamed as the OMERS Administration Corporation. The goal of this bicameral structure was to provide for a pension plan governed by those “who pay into and benefit from it.”

The OMERS Act, 2006 provides the Sponsors Corporation with rights and responsibilities in respect of plan design including determining benefit changes, contribution rate adjustments, and setting compensation levels and the composition and appointment protocol for both the Sponsors Corporation and the Administration Corporation boards. The Administration Corporation’s role is to administer and invest OMERS in accordance with its fiduciary duties to OMERS members and beneficiaries.

The 2012 Dean Report

The OMERS Act 2006 was passed together with the Ontario Municipal Employees Retirement System Review Act, 2006 (collectively, the “OMERS Review Act”). To comply with the OMERS Review Act requirement that a review of the OMERS Act, 2006 governance model be initiated no later than 2012, the government appointed reviewer Tony Dean. On January 18, 2013, the Dean Report was provided to the Minister of Municipal Affairs and Housing.

The Dean Report addressed a range of concerns that had been raised by stakeholders following the devolution of governance and the establishment of the bicameral structure, including:

  • the performance of the Sponsors Corporation and the Administration Corporation,
  • the Administration Corporation board members’ qualifications,
  • and the allocation of voting representation on both the Sponsors Corporation and the Administration Corporation boards.

Ultimately, the Dean Report made eight recommendations:

  1. The Sponsors Corporation and the Administration Corporation boards should continue towards adopting a single strategic plan for OMERS;
  2. The Sponsors Corporation and the Administration Corporation boards should identify an “accountable executive(s)” responsible for implementing procedural protocols, reporting quarterly to both boards on progress – and the chairs of both the Sponsors Corporation and the Administration Corporation boards should meet regularly to find consensus on procedural issues to the satisfaction of both boards;
  3. The Sponsors Corporation should continue to review the process for selecting board chairs or co-chairs;
  4. The Sponsors Corporation and the Administration Corporation boards should continue developing a comprehensive strategy for improving communications with sponsors and stakeholders;
  5. Associations that represent unaffiliated members should work to devise a fair method for choosing representatives to the advisory committee/forum and work together to speak on pension issues collectively;
  6. The Sponsors Corporation and the Administration Corporation should fast-track a plan for improving the capacity of the Administration Corporation board;
  7. The Administration Corporation board should be led by a “strong, independent chair” as a new and fifteenth position, by fall of 2013; and
  8. A suite of miscellaneous recommendations speaking to “effective implementation”.

These recommendations have been substantially implemented and both the Sponsors Corporation and the Administration Corporation boards continue to work together to fine-tune the good governance of OMERS. In fact, the Sponsors Corporation was scheduled to undertake a self-review of the current state of governance when Poirier was appointed, as is prudent and consistent with pension industry best practices.

It is important to note that the OMERS Review Act contemplated only a one-time review, with no legislative or regulatory provision for regular or ongoing reviews of the devolved, bicameral governance structure.

2025 Poirier Review in Detail

Communications, transparency and engagement were key themes during the consultations, with some stakeholders complaining about those elements lacking or having gaps under the current structure.

The report finds that the structure of the current OMERS Sponsors Corporation – a purpose built, dedicated corporate body designed to facilitate common decision making amongst the varied group of plan sponsors is a plan as diverse as OMERS – is too encumbered by the fiduciary duties that the Sponsors Corporation directors owe to the  Sponsors Corporation as a collective entity. Despite a strong history of the Sponsors Corporation making decisions that support the long-term sustainability of OMERS, the report concludes that the Sponsors Corporation should be dissolved and replaced with a Council, rather than continue as a corporation.

The Poirier Review sets out 33 recommendations, broadly broken into three categories: keeping the status quo, implementing through legislative change and implementing without legislative change. 

The recommendations were informed by the following principles:

  • Preserving the overall bicameral governance structure, with a sponsors’ entity and the Administration Corporation – albeit with the Council taking the place of the Sponsors Corporation.
  • Clarifying the roles of the sponsors’ entity and the Administration Corporation.
  • Avoiding duplication between the Administration Corporation and sponsors’ entity.
  • Promoting greater transparency in communications with all stakeholders.
  • Increasing representation for certain employer and employee groups.
  • Ensuring accountability regarding the performance of both the sponsors’ entity and the Administration Corporation.
  1. Keeping Status Quo
    • Maintain OMERS as a Jointly Sponsored Pension Plan with a bicameral governance structure.
      Keep the current sponsors composition and allocation of weighted voting to certain sponsors’ representatives.
    • Maintain the composition of the Administration Corporation board.
    • Sponsors to retain responsibility for appointments (of Administration Corporation board members), benefits and contributions and decision-making authority regarding preparation of actuarial valuations earlier than required by the Pensions Benefits Act.
    • Retain inclusion of retiree representation and codify the process for selecting retiree group representatives.
    • Retain the existing skills-based criteria for the Administration Corporation board (ensuring pension and investment subject-matter expertise on the Administration Corporation board).
    • Keep focus on expanding senior management competencies at the Administration Corporation, including with respect to public sector pension knowledge, governance, and soft skills (e.g., communication, consensus-building, and equity-informed decision-making).
    • Maintain existing size of Administration Corporation board (currently 15 members, including the independent chair) and 12-year term limits (4 3-year terms).
    • Preserve the prohibition against using assets out of the main OMERS Plan to fund any supplemental plan (i.e., no “cross-subsidization” for supplemental plans).
    • The provincial government should continue to not have any direct involvement in administration or governance of OMERS.
  2. Implementing Through Legislative Change
    • Dissolve the Sponsors Corporation and establish a new sponsors council (the “Council”). The Council model is intended to support caucusing, including on issues that may impact only smaller segments of OMERS membership demographics. The Council will also promote a more direct relationship within and between the sponsor and non-sponsor parties. The Council will be supported by the Administration Corporation’s data and information and will not have a dedicated staff. The Council will also be required to publicize meeting summaries, to promote greater transparency regarding sponsor matters.
    • Sponsor representatives on the Council may be paid an honourarium, but this is not necessarily required – the Administration Corporation has the discretion to determine the Council’s compensation.
    • Reimplement the employee/employer co-chair model on the Council, with alternating two-year terms.
    • The Administration Corporation will develop the initial charter for the Council, which the Council can amend in the future.
    • Develop clearer definitions of “Specified Changes” and “Administrative Changes.”
    • Require a mandatory self-review of the Council’s composition in 2028 and every 5 years thereafter.
    • Establish five non-voting observer seats on the Council, one each for:
      • Metrolinx
      • the Amalgamated Transit Union
      • the Ontario Catholic School Trustees’ Association (OCSTA) and Ontario Public School Boards’ Association (OPSBA), with the single non-voting observer seat to be shared in addition to the single voting seat shared by OCSTA and OPBSA
      • the City of Toronto Administrative, Professional, Supervisory Association (COTAPSA), the Association of Municipal Managers, Clerks and Treasurers of Ontario (AMCTO), and the Ontario Municipal Human Resources Association (OMHRA), shared collectively between COTAPSA, AMCTO and OMHRA as a group. In the event that the group can not reach consensus on an appointment, the Administration Corporation will choose one of the organizations to have the sole power to appoint a representative for a three-year term.
    • The current CUPE Local 416 representative should remain through 2026, as a special one-time extension of their term.
    • Codify 12-year term limits for Administration Corporation representatives (but not for Council representatives) but allow for changes to be made to term limits by provincial regulations.
    • Establish authority for the Administration Corporation to extend the term of the Independent Chair for 4 more years for transition purposes. The current term of the Independent Chair is set to expire on April 14, 2026, and this amend permits the Administration Corporation to re-appoint the Independent Chair to a maximum total term of 16 years (i.e., to April 2030). Authorize the Administration Corporation to veto direct sponsor appointments to the Administration Corporation board with a 2/3 vote.
    • Prohibit individuals from serving on both entities and prohibit anyone who has ever served on the Administration Corporation from ever serving on the Council.
    • Provide the Administration Corporation with discretion for reimbursement of the Council’s costs where reasonable.
    • Provide that cost recovery when triggering the arbitration mechanism should not be paid from the OMERS fund, the cost must be paid directly by sponsors.
    • Specifically identifying paramedics as a sector, where previously the definition referred to “police and fire sectors” the OMERS Act, 2006 refers to “police, fire and paramedic sectors.” However, as paramedics were included in the previous definition, this is not a substantive change.
    • Provide for discussions at the Council and enable decisions regarding conversion of the Normal Retirement Age (NRA) for employee groups as between age 60 and age 65, to allow such conversions to happen more readily.
    • Provide for discussion of OMERS Supplemental Plans and Retirement Compensation Arrangement before the Supplemental Plan funding agreement (between OMERS and the Ministry of Municipal Affairs and Housing) expires in March 2028. The Council is to convene as soon as possible to determine the future of the Supplemental Plan – which currently has no members. The Supplemental Plan for Police, Firefighters and Paramedics was established in July 2008, and restated in January 2011, January 2014, and January 2021.
    • Require a legislative review of the OMERS governance structure by the Ministry of Municipal Affairs and Housing. The initial review is to take place 5 years after the Poirier Review’s recommendations are implemented, then periodically every 10 years thereafter.
  3. Non-Legislative Changes
    • Sponsors are to directly appoint to Administration Corporation, in lieu of the Sponsors Corporation or Council.
    • The Administration Corporation board is to be granted authority for establishing Administration Corporation directors’ compensation, to be “guided” by the Sponsors Corporation board’s currently approved compensation formula for Administration Corporation directors.
    • Establish a comprehensive framework for the periodic performance review of the effectiveness of the Administration Corporation board (including individual members), the Administration Corporation’s ability to support the Council, and the effectiveness of the Council. The Administration Corporation is to review its key performance indicators regularly, and update them as necessary.
    • Dissolve the Joint Council, a committee that had been established to address issues arising between the Sponsors Corporation and Administration Corporation boards. With the dissolution of the Sponsors Corporation, the Poirier Review concludes that the Joint Council is no longer necessary.
    • Require OMERS to share its analysis and all underlying information, via the Administration Corporation, regarding the 2024 contribution rate adjustments.

We continue to review the recommendations of the Poirier Review and Bill 68 to assess their likely implications for sponsors and employers participating in OMERS. For additional guidance on how these recommendations may impact your employees contact a member of our Pensions, Benefits and Compensation practice group.

The article in this client update provides general information and should not be relied on as legal advice or opinion. This publication is copyrighted by Hicks Morley Hamilton Stewart Storie LLP and may not be photocopied or reproduced in any form, in whole or in part, without the express permission of Hicks Morley Hamilton Stewart Storie LLP. ©