COmmIttEE mANDAtE
The Governance and Ethics Committee assists the Board of Directors with the development and implementation of principles and practices that are conducive to a sound governance culture at the Caisse. To that end, the Committee establishes rules, struc- tures and procedures to ensure the Board of Directors acts independently from management.
The Committee must propose an orientation program for new directors and an ongoing training program. In this way, it ensures that the directors have the knowledge they require to contribute actively to the work of the Board and its committees. It makes recommendations to the Board regarding the composition and mandates of the Board’s committees, as well as the composition and mandates of other committees that can facilitate the proper functioning of the Caisse. The Committee also proposes a procedure for evaluating the performance of the directors and the Board as a whole.
Together with the Human Resources Committee, the Governance and Ethics Committee submits to the Board the expertise and experience profile for the selection of independent members. It also proposes such candidates to the Québec government on the basis of the criteria established by law.
Finally, the Committee reviews regulations, codes and policies respecting the following matters and recommends them to the Board:
The ethics and professional conduct of the directors, /
officers and employees of the Caisse, including control measures pertaining to the personal use of information received with respect to Caisse operations, and instances in which officers of the Caisse are obliged to declare their interests;
Socially responsible investment; and /
The governance principles that the Caisse intends to /
promote to the companies in which it exercises voting rights.
COmPOSItION OF tHE COmmIttEE
The Governance and Ethics Committee consisted of three independent members as at December 31, 2008.
Chairman: Yvan Allaire
Members: Pierre Brunet
Ouma Sananikone
Starting with the meeting of November 2008, the Chairman of the Human Resources Committee asked the members of the Governance and Ethics Committee to hold joint meetings, until the vacant positions on the Board were filled. Early in 2009, the Board therefore decided to appoint the members of the Govern- ance and Ethics Committee to the Human Resources Committee, and vice-versa.
ACtIvItY rEPOrt OF tHE GOvErNANCE AND EtHICS COmmIttEE
The Committee met six times in 2008. To fulfill its mandate, the Committee focused mainly on the governance matters described below.
RULES OF ETHICS AND PROFESSIONAL CONDUCT The Committee revised the codes of ethics and professional /
conduct for directors, officers and employees of the Caisse, and submitted the codes to the Board of Directors for approval.
The Committee received a report on the application of the /
code of ethics and professional conduct for officers and employees.
On behalf of the Board of Directors, the Committee /
reviewed the directors’ declarations of interest pursuant to the provisions of their code of ethics and professional conduct; it also forwarded the declarations to the competent authorities, as stipulated in the Act respecting the Caisse.
GOVERNANCE PRINCIPLES FOR THE EXERCISE OF VOTING RIGHTS
The Committee received a report on the exercise of the /
Caisse’s voting rights for those companies in which it exercised such rights and discussed the principles governing such exercise in respect of various types of transactions carried out by the Caisse.
The Committee discussed the application of the policy on /
socially responsible investment in 2007 and 2008. More specifically, it discussed the Caisse’s position on certain matters and recommended the position to the Board. COMPOSITION OF THE COMMITTEES AND THE BOARD
The Committee reviewed the expertise and experience /
profile for independent Board members.
As part of the process to identify candidates for the position /
of director, the Committee considered the composition of the Board of Directors, the duration of the directors’ mandates and the complementary competencies and expertise desired.
The Committee revised the composition of the Board’s /
committees and the chairmanship of each committee, and submitted its recommendations to the Board of Directors. FUNCTIONING OF THE COMMITTEES AND THE BOARD
The Committee supervised the performance evaluation of /
the Board, its Chairman and its committees. The Committee reported the results of this process to the Board of
Directors. Using the results of these evaluations, the Committee determined the improvements required to the Board’s functioning, as well as opportunities for ongoing training of the directors.
The Committee ensured that the directors carried out a self- /
evaluation, co-ordinated by the Chairman of the Board. The Committee proposed additions to the orientation and /
training program for new directors.
The Committee reviewed the procedure for appointing /
members of the boards of directors of private companies in which the Caisse invests.
The Committee proposed a procedure to manage potential /
conflicts that may arise from the directors’ appointment to other boards of directors.
The Committee proposed to the Board a clarification of the /
resolution setting forth the conditions in which a director’s repeated absence from Board meetings constitutes a vacancy.
The Chairman of the Committee reported to the Board of /
Directors on the Committee’s work after each of its meetings, orally and in writing.
The Committee proposed discussion sessions over the /
course of the year in the absence of senior management and ensured that the time allocated for these matters allowed for a full and complete discussion by the directors.
The Committee ensured that key members of Caisse senior /
management or external consultants were available to address the various subjects on the agenda of the Board’s meetings, and that the time allocated for these matters allowed for a full and complete discussion.
The Committee ensured that the Board had all the relevant /
information and the time necessary to analyze the issues that the Caisse faces.
In the exercise of their functions, the Board of Directors and its committees may retain the services of external experts. The Governance and Ethics Committee did not use such services in 2008.