SUBMISSION TO THE STANDING COMMITTEE ON ALBERTA S ECONOMIC FUTURE. Response to pension reform proposals in Bills 9 and 10.

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1 Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario, Canada M5X 1B MAIN FACSIMILE AEF-PEN-353 Toronto Montréal Ottawa SUBMISSION TO THE STANDING COMMITTEE ON ALBERTA S ECONOMIC FUTURE Response to pension reform proposals in Bills 9 and 10 Calgary New York August 15, 2014 We are very pleased to provide feedback to the Standing Committee on Alberta s Economic Future (the Committee ) in response to pension reform proposals in Bill 9, Public Sector Pension Plans Amendment Act, 2014 ( Bill 9 ) and Bill 10, Employment Pension (Private Sector) Plans Amendment Act, 2014 ( Bill 10 ). We welcome the Alberta Government s recent changes to implement target benefit ( TB ) provisions in the new Employment Pension Plans Act 1 ( New Act ). In our view, enabling innovative plan designs, such as target benefit plans ( TBPs ), is a critical part of promoting pension plan sustainability, adequacy and coverage. Our comments address the following aspects of Bills 9 and 10: Rules related to conversion of accrued defined benefits ( DB ) to TB in private sector pension plans in Bill 10; Annuity buy-out and discharge of liability provisions in Bill 10; Rules related to joint governance for public sector pension plans in Bill 9; and Rules related to sustainability of public sector plans in Bill 9. Summary of Our Response and Recommendations With respect to converting accrued DBs to TBs, we present two conversion options without endorsing any particular option. The purpose of our recommendations on this issue is to canvass alternatives and provide our views about each option. Irrespective of which conversion option is preferred, we are of the view that providing for the possible conversion of accrued DB benefits in conjunction with a switch to TBs is an indispensable component of Alberta pension reform in this area. We fully support the liability discharge provisions for annuity buy-outs in Bill 10. We are of the view that these provisions will: (i) facilitate annuity buy-outs in the province, (ii) provide much needed certainty and finality to employers who purchase annuities, and 1 SA 2012, c E-8.1.

2 Page 2 (iii) best serve the needs of retiring members by having their pension payments delivered through an insurance company that is subject to extensive regulatory oversight rather than through the pension plan of their former employer. With respect to the proposals in Bill 9, we fully support reform efforts to transition the governance structure for the applicable public sector pension plans to a bi-cameral structure with prescribed governance requirements. We also support the Alberta Government s initiative to address long term sustainability issues related to public sector pension plans, similar to initiatives recently undertaken in other provinces. A. TBP conversion rules in the private sector One of the key recommendations in the Alberta British Columbia Joint Expert Panel on Pension Standards ( JEPPS Report ) was the introduction of flexibility in plan design to foster sustainability of pensions and to allow for each employer to make its own deal with the employees. Also, the JEPPS Report recommended establishing TBPs with a unique set of funding, communication and governance rules. 2 The New Act, which comes into force on September 1, 2014, follows the recommendations in the JEPPS Report on plan design innovation by contemplating TBPs for single-employer, private sector plans. In other jurisdictions, such as Ontario, TBPs are limited to the multi-employer, unionized context. The introduction of TBP for pensions outside the multi-employer regime is a welcome change. We discuss below several options for permitting the conversion of DB plan accruals to a TBP in addition to future service. (a) Conversion of Accrued Benefits Under the current legislative framework, including the New Act, conversion of accrued DBs to TBs is not permitted. The recent regulation under the New Act, Employment Pension Plans Regulation 3 ( New Regulation ) which comes into force on September 1, 2014 reinforces the prohibition on conversion of accrued benefits in the New Act, and clarifies that a DB plan may convert to TBP for future service only JEPPS Report, see recommendations in ss. 6.2 and 6.3, pp , and s. 8.2, pp A.R. 154/2014. Ibid, s. 102(3).

3 Page 3 Bill 10 proposes to modify the void amendment provisions in the New Act by adding an exception to permit conversion of accrued DBs to TBs. Specifically, Bill 10 would amend the New Act to provide that if the plan text contains a DB provision, the plan text may be amended in accordance with the applicable rules to convert the DB provision to a TB provision, which conversion may apply to accrued rights. 5 Allowing the conversion of accrued DBs to TBs is similar to the New Brunswick pension legislation, which permits the conversion of accrued benefits to shared risk. 6 Conversion of accrued benefits with consent was also contemplated in the federal government s recent consultation paper. 7 We are of the view that permitting the conversion of accrued DBs to TBs is a key risk management tool which allows stakeholders to address the significant deficits and demographic challenges faced by DB plans in an equitable manner while helping to ensure intergenerational equity between plan members of all ages. Furthermore, we are also of the view that the uptake in TBPs would be very limited if all benefits could not be converted. 8 If past benefits cannot be converted, employers would be forced to address DB legacy issues, and also would not have the benefit of being able to administer one plan design on a go forward basis (as opposed to a legacy DB provision and a new TB provision). (b) Conversion Options There are several ways to convert a DB plan to the TBP model. One such option is a legislated avenue to conversion, i.e., the legislation expressly permits conversion without requiring member consent. We note, for example, that in New Brunswick, the legislation providing for conversions to shared risk plans (a type of TBP), including the conversion of accrued benefits, requires compliance with prescribed rules but does not require member consent. 9 In our view, it is preferable to provide plan sponsors with alternatives which may include an appropriate consent regime option as we discuss further below Bill 10, s. 20(2)(d). Infra, note 9. Department of Finance Canada, Consultation Paper - Pension Innovation for Canadians: The Target Benefit Plan (April 24, 2014) Jana Steele, Angela Mazerolle and Mel Bartlett, Target-Benefit Plans in Canada An Innovation Worth Expanding, commentary published by the C.D. Howe Institute in July 2014, p. 9. Pension Benefits Act, SNB 1987, c. P-5.1, ss (3.1)-(3.2).

4 Page 4 In unionized workplaces, employment terms, such as the provision of a pension plan, must be negotiated and agreed upon pursuant to labour law and existing collective agreements. There is no reason in these circumstances for TBP legislation to impose additional consent/negotiation requirements for the establishment or amendment of a TBP, as long as any such amendment complies with the prescribed minimum standards. In New Brunswick, the majority of the plans that were converted had the full support of the applicable unions. In non-unionized or partially unionized workplaces, the employer/employee relationship with respect to non-union employees is established at an individual contract level, not at a collective level, and there is no formal structure for negotiation on a collective basis. The requirement to seek collective member consent to the creation of a new pension plan would be completely foreign to the establishment or amendment of registered pension plans in the typical non-unionized workplace, and only currently exists in pension legislation with respect to employer surplus withdrawals a very different context. In order to give effect to any collective consent requirement tied to the establishment and design of TBPs, structures and processes allowing for employee representation would have to be created, which could create disincentives for the adoption of TBPs. Obtaining consent from deferred vested members and retirees would be even more problematic. With respect to plan conversions, where accrued benefits are at issue, plan sponsors should be given the option of either: ensuring that the plan is fully funded to cover the accrued benefits as of the conversion date on a going concern basis, or obtaining the consent of plan members in a prescribed manner. Where the consent option is chosen, we suggest that such consent should be obtained through an opt out regime (as opposed to seeking individual consents) for example, the changes would be permitted provided no more than one-third of all affected plan members object. B. Annuity Buy-Out Provisions Bill 10 includes new provisions regarding the purchase of annuities for ongoing plans and on wind up. 10 Specifically, for ongoing plans, the changes would permit the transfer of plan assets to an insurance company to buy a life annuity for deferred members or 10 Bill 10, ss and

5 Page 5 pensioners under a plan s DB provisions. Where an annuity is purchased for a deferred member, the administrator must ensure that the annuity provides the deferred member with the same benefits as the member would have received from the pension plan. Where an annuity is purchased for a person who is receiving a pension, the administrator must ensure that the annuity provides the person with the same amount and form of pension that the member is entitled to under the pension plan. The proposed legislation provides that as long as the administrator complies with the prescribed rules in respect of the annuity purchase, the administrator, a participating employer, a former participating employer or another person who was required to make contributions to the plan are discharged from further liability to the person whose benefits were purchased. 11 There are similar provisions regarding purchases of annuities on plan wind up. 12 Subject to certain exceptions, the proposed new provisions would require the administrator to buy an annuity for each person in receipt of a pension under a DB component of a plan as part of the wind up. The life annuity must provide the same type of benefit and the same income that the retired member is receiving from the plan, or be a life annuity described in the regulations in prescribed circumstances. Again, where the administrator has complied with the prescribed rules, the discharge of liability provision would apply. 13 We are of the view that the inclusion of the discharge language for annuity purchases in Bill 10 is an important step in facilitating annuity buy-outs and generally improving pension risk management. In most jurisdictions, there is no express discharge provided in relation to annuity buyouts. We note that British Columbia has also proposed legislation to provide for discharge of liability for annuity purchases. 14 Given the extensive regulatory oversight of insurance companies and their level of sophistication and experience in dealing with the delivery of pension amounts to individuals, it would seem that retired members would be best served by having their pension payments provided through an insurance company rather than through the Ibid., s (3). Ibid., s Ibid., s (2). Bill 10, Pension Benefits Standards Amendment Act, 2014 proposes to add new section 89.1 to the pension legislation in British Columbia to discharge plan administrators from further liability to the person in respect of whose benefits a life annuity has been purchased. Bill 10 passed third reading in the British Columbia legislature on May 5, 2014, but has not yet received Royal Assent as of the date of this submission.

6 Page 6 pension plan of their former employer. However, the lack of liability discharge language in pension standards legislation can be an impediment to employers considering annuity buy-outs. We support the annuity buy-out and discharge of liability provisions in Bill 10. These provisions promote finality and certainty for accounting purposes for employers and plan administrators that purchase annuities to settle pension obligations. C. Public Sector Plans Bill 9 proposes significant changes to public sector pension plans in Alberta. If passed, Bill 9 will impact the Management Employees Pension Plan ( MEPP ), Local Authorities Pension Plan ( LAPP ), Public Service Pension Plan ( PSPP ) and Special Forces Pension Plan ( SFPP ). Bill 9 proposes to close MEPP to new entrants after 2012, and enables joint governance and other changes for LAPP, PSPP and SFPP. For LAPP, PSPP and SFPP, the proposed changes in Bill 9 include various rules designed to assist in the transition of these plans to jointly-sponsored plans administered by boards of trustees and subject to the provisions of the New Act. The proposed joint governance model incorporates the Government s principles for reform as expressed in a consultation paper on pension reform published by the Alberta Government in September In particular, joint governance balances the responsibilities of employers and employees so that those stakeholders who bear the costs and risk can manage them through the governance system. Moreover, by enabling plan sponsors to make important decisions about costs, risks and benefits, the joint governance proposal would establish a framework that is robust and adaptable to changing circumstances, and ensure that the governors of the system are accountable to taxpayers and beneficiaries. While joint governance may not be the appropriate structure in all cases in particular, in our view it is not suitable for single-employer plans in the private sector joint governance is particularly suitable for pension plans in the public sector that cover multiple employers and have a strong union presence. Several jurisdictions in Canada and elsewhere have implemented rules for establishing jointly-sponsored pension plans ( JSPPs ) in the public sector. For example, in Ontario, 15 Alberta Government, Charting a New Course, A Vision for Public Sector Pension Reform (September 2013), p. 4.

7 Page 7 the Ontario Teachers Pension Plan ( OTPP ), the Ontario Municipal Employees Retirement System ( OMERS ) and a number of other public sector plans have transitioned to the joint governance and sponsorship model with great success. As explained in a recent pension governance report which applauded the bi-cameral joint governance structure of OMERS as a highly effective pension plan governance structure, the transition to the JSPP model increases the transparency of the pension governance structure and promotes engagement by the parties whose interests are most directly affected the joint sponsors of the plan. 16 At OTPP, the plan is jointly sponsored by the Ontario Government and the executive of the Ontario Teachers Federation. Both parties appoint the pension plan s Board, which comprises experienced, professional experts who oversee the management of the plan. The governance structure, internal controls and risk management practices at OTPP reflect best corporate practices and the highest standards of stewardship. Irrespective of the decision on contribution rate caps (discussed below) and other changes intended to address sustainability, we are in favour of implementing the governance changes proposed in the legislation. Furthermore, we support the structure of the legislation regarding the transition to joint governance, including: The Bill s provision that the sponsors can establish their own procedures and processes to implement the transition (s. 18(3)); The Bill s provision that an employer which does not wish to transition into the successor plan will be given the right to withdraw (s. 18(7)); and The requirement for certain documentation, including the sponsorship agreement, the trust agreement and the funding benefits policy. Bill 9 enables regulations that would, among others, change contribution cost-sharing and set mechanisms for a cap on contribution rates. Under the successor jointly-sponsored plans, contribution rates will be subject to a set maximum. At the time of this submission, contribution rate caps are still subject to consultation with employers and labour groups. For example, on April 24, 2014, the Alberta Treasury Board and Finance released a discussion paper, Stabilizing Public Sector Pensions: The Contribution Rate Cap to consult with stakeholders on contribution caps. 16 Alberta Pension Governance Research Project Final Report prepared by Christopher Eaton, Norma Nielson and Laurie Milton at the Haskayne School of Business, University of Calgary and submitted to Alberta Treasury Board and Finance (October 31, 2013), p. 3-6.

8 Page 8 This discussion paper sets out several options for the process of establishing the contribution rate cap and for the form that the contribution rate cap could take. Specifically, the options for determining the cap range from the government making the decision after seeking input from plan sponsors, to placing the full responsibility on the sponsors. As for the form that the contribution cap could take, the proposed options are: a fixed percentage of salary, a multiple of the cost of current benefits (also expressed a percentage of salary), or a combination of the two. 17 We support the Government s initiative to ensure that Alberta public sector plans provide pensions that offer a high degree of security and predictability, managed within a framework that recognizes costs and risks, and ensures that those directly affected make the decisions to address costs and risks, and keep the plan sustainable. 18 We cannot comment on the specific proposed public sector reforms and whether such proposed reforms would address any sustainability issues. We would, however, make the following general comments: We note that the Government s proposed benefit changes will only impact future service. We support the implementation of funding benefits policies for the various plans to address how surplus funds will be used and deficits managed. In this regard, we support the inclusion of priorities and mandatory triggering events in such policies. We note that changes to address sustainability issues facing public sector pension plans have been recently undertaken in several other jurisdictions including Nova Scotia, Prince Edward Island and New Brunswick. Such changes are also being discussed in other jurisdictions. For example, the Ontario Government recently released the Report of the Sustainability of Electricity Sector Pension Plans to the Minister of Finance, by the Special Advisor. 19 In addition, Quebec s Bill 3 proposes sweeping changes to address sustainability for municipal plans Alberta Treasury Board and Finance, Stabilizing Public Sector Pensions: The Contribution Rate Cap (April 2014), pp Supra, note 15, Charting a New Course, A Vision for Public Sector Pension Reform, p. 5. Report on the Sustainability of Electricity Sector Pension Plans to the Minister of Finance by the Special Advisor (March 18, 2014). Bill 3, An Act to Foster the Financial Health and Sustainability of Municipal Defined Benefit Pension Plans in Quebec, introduced on June 12, 2014.

9 Page 9 New Brunswick has implemented sweeping pension reform for public sector pensions. In 2012, at the recommendation of the Task Force on Protecting Pensions, the New Brunswick government amended its pension legislation to introduce an innovative plan design, the shared risk plan ( SRP ). SRPs are a type of TBP with several unique features, such as (i) the ability to convert accrued benefits to shared risk benefits upon plan conversion; (ii) the fact that all the contributions to a shared risk plan belong to the members; (iii) prescribed risk management procedures and governance structures; (iv) the absence of a requirement to fund on a solvency basis; and (v) the need for an independent administrator. 21 Several public sector pension plans have been converted to shared risk in New Brunswick, including the Public Service Shared Risk Plan, the Shared Risk Plan for Certain Bargaining Employees of New Brunswick Hospitals, and the Shared Risk Plan for CUPE Employees of New Brunswick Hospitals. Similar changes have also been announced with respect to the pension plan for members of the legislative assembly in New Brunswick. In Nova Scotia, the government initiated pension reform with changes to the Public Sector Superannuation Plan for civil servants, and continued with the Teachers Pension Plan for which changes were announced in June The changes in Nova Scotia apply prospectively, with the exception of indexation provisions that apply to all participants (including retired members) to make indexing contingent on the financial position of the plan. Also, at the end of last year, Prince Edward Island announced changes to its two largest public sector plans, the Civil Service Superannuation Fund and the Teachers Superannuation Fund, to address the unfunded liabilities in these plans covering civil servants, teachers, and health care workers. 23 There are many common characteristics between the changes to public sector plans in Prince Edward Island and New Brunswick, including: The conversion of accrued benefits for past service to the new conditional COLA model for both active plan members and existing retirees; Supra, note 8, Target-Benefit Plans in Canada An Innovation Worth Expanding, pp Benefits Canada, Nova Scotia to Makes Changes to Teachers Pension Plan (June 13, 2014). Benefits Canada, P.E.I. Plans Overhaul of Public Sector Pensions (October 17, 2013). See also Speech from the Throne delivered by The Honourable Frank Lewis, Lieutenant Governor of Prince Edward Island (November 13, 2013), pp

10 Page 10 The use of conditional future inflation protection as the primary lever to balance available assets with the cost-of-plan benefits; Overfunding of estimated costs combined with prudent spending limitations on plan surpluses to protect against the impact of downside investment scenarios; and Substantial limitations on the plan sponsor s ability to benefit from future plan surpluses (i.e., no cash withdrawals and limited availability of contribution holidays). 24 We are supportive of the government s initiatives to proactively make changes to help ensure the long term sustainability and security of Alberta s public sector plans. In particular, we support changes that provide flexibility for the parties to have the tools to address sustainability. As much as possible, any such changes should be made with the consultation and input of the various stakeholders. 24 Supra, note 8, Target-Benefit Plans in Canada An Innovation Worth Expanding, pp

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