La ley de Kennicutt-Schmidt

and Board

Board of Directors and Board Committees

117 Board of Directors

121 Report of the Board of Directors

125 Committee reports

125 Report of the Audit Committee

127 Report of the Human Resources Committee

133 Report of the Governance and Ethics Committee

Bernard Bonin

Economist-Adviser and former Senior Deputy Governor, Bank of Canada Chairman of the Risk Management Committee

Member:

Governance and Ethics Committee Board member since September 25, 2002

Yvan Allaire Chairman

Institute for Governance of Private and Public Organizations (HEC Concordia)

Chairman of the Governance and Ethics Committee

Member:

Risk Management Committee Board member since April 27, 2005

Pierre Brunet was President and Chief Executive Officer of National Bank Financial for many years. He has also served as Chairman of the Board of Governors of the Montréal Exchange, the Montréal Board of Trade, the Investment Dealers Association, the Canadian Institute of Chartered Accountants and the Montréal Symphony Orchestra, and he currently sits on the board of Montréal International. Mr. Brunet’s many honours include the title of Fellow of the Ordre des comptables agréés du Québec, the Order of Merit from the Université de Montréal, and Officer of the Order of Canada.

Pierre Brunet Chairman of the Board Chairman of the Human Resources Committee

Member: Governance and Ethics Committee Board member since April 27, 2005

Yvan Allaire holds a doctorate in management science from the Massachusetts Institute of Technology and is a Fellow of the Royal Society of Canada, as well as Professor Emeritus of Strategy at the Université du Québec à Montréal and an Associate Professor at HEC Montréal. He is Chairman of the Institute for Governance of Private and Public Organizations (HEC-Concordia) and a former director of Bombardier (1997-2002) and CGI (1998-2003). He is also a member of the Conseil des relations internationales de Montréal (CORIM).

Bernard Bonin holds a doctorate in economics and has been a Professor at the École Nationale d’administration publique and a lecturer at various Québec universities. He has also written many books and articles on economics. From 1974 to 1981, Mr. Bonin served as Assistant Deputy Minister, first at Québec’s Ministère de l’Immigration and then at the Ministère des Affaires intergouvernementales. He was named Deputy Governor of the Bank of Canada in 1988, and Senior Deputy Governor in 1994. He held that position until 1999.

This section presents the members of the Board of Directors, the Board’s report and the reports of the Board’s committees, namely the Audit Committee, the Human Resources Committee, the Governance and Ethics Committee and the Risk Management Committee. The Board comprised the following members as at December 31, 2005.

Alban D’Amours President and Chief Executive Officer Desjardins Group Steven M. Cummings CM

President and Chief Executive Officer Maxwell Cummings & Sons Holdings Ltd.

Member:

Human Resources Committee Board member since October 1, 2003

Louise Charette holds a master’s degree in business administration and is completing a doctorate in mathematics. Since 1981, she has held various management positions at the Commission de la construction du Québec, including Director of Internal Audit. In addition to her current duties, she also heads the CCQ’s Investment Committee. Ms. Charette has worked for a number of organizations. She was a founding member of the Regroupement des femmes cadres du Québec in 1984 and served as Vice-Chair of the Société d’habitation du Québec from 1998 to 2002.

Louise Charette Assistant Director General Administration and Finance Commission de la Construction du Québec

Member:

Risk Management Committee Board member since April 27, 2005

Claudette Carbonneau holds a master’s degree in political science and is the first woman to serve as President of the Confédération des syndicats nationaux (CSN), a position she has held since 2002. Previously, Ms. Carbonneau served as First Vice-President of the CSN and as Secretary General of the CSN’s Conseil central du Montréal métropolitain. Ms. Carbonneau was appointed to the Québec government’s Advisory Council on Labour and Manpower in 2002. Claudette Carbonneau

President Confédération des syndicats nationaux

Member: Audit Committee Board member since September 25, 2002

Steven M. Cummings is President and Chief Executive Officer of Maxwell Cummings & Sons Holdings Ltd. Active in community affairs, Mr. Cummings is a past President of Federation CJA and has served as President of the Jewish General Hospital Centre Board and its Foundation Board. He is also Founding Chair of the Montreal Holocaust Memorial Centre, and Founding Co-Chair of ProMontreal. He is currently Co-Chair of the Canadian Council for Israel and Jewish Advocacy and a director of VIA Rail Canada Inc. Mr. Cummings is also a Member of the Order of Canada.

Alban D’Amours completed doctoral studies (Ph.D.), specializing in monetary theory, public finance and econometrics. After teaching for several years, he held a number of positions in Québec’s public service, including Deputy Minister of Revenue and Associate Deputy Minister of Energy. He joined the Confédération

118

Board of

Henri Massé President

Fédération des travailleurs et travailleuses du Québec

Member: Risk Management Committee Board member since January 27, 1999

A. Michel Lavigne Corporate Director

Member: Audit Committee Board member since April 27, 2005

Claude Garcia has completed the course requirements for a doctorate from the London School of Economics and Political Science and is a Fellow of the Canadian Institute of Actuaries and the Society of Actuaries. In 1983, he joined Standard Life Insurance, where he held several senior management positions. In 1993, he was named President of the company’s Canadian operations and served in that capacity until the end of 2004. Mr. Garcia has been actively involved with a number of organizations and currently sits on the boards of Cogeco and the Institut de recherches cliniques de Montréal.

Claude Garcia Corporate Director

Chairman of the Audit Committee Board member since

April 27, 2005 Sylvie Dillard holds a master’s degree in economics and has held a

number of management and research positions in Québec’s public service, including Assistant Deputy Minister of Planning and Evaluation at the Ministère de la Santé et des Services sociaux. In 1998, she was named President and Director General of the Fonds pour la formation de chercheurs et l’aide à la recherche, and in 2001 she was appointed President and Chief Executive Officer of the Fonds québécois de la recherche sur la nature et les technologies.

Sylvie Dillard President and Chief Executive Officer Fonds québécois de la recherche sur la nature et les technologies

Guest member:

Human Resources Committee Board member since September 25, 2002

A. Michel Lavigne was President and Chief Executive Officer of Raymond Chabot Grant Thornton until May 2005. He has also served on various committees at the Canadian Institute of Chartered Accountants and the offices of the Auditors General of Canada and Québec. His directorships include Quebecor Media, TVA, Primary Energy and TeraXion Inc., and he is actively involved with several non-profit organizations. Mr. Lavigne has received many distinctions; most notably, he is a Fellow of the Ordre des comptables agréés du Québec and a recipient of the Queen Elizabeth II Golden Jubilee Medal.

Henri Massé has been President of the Fédération des travailleurs et travailleuses du Québec (FTQ) since 1998. He also serves as Chairman of the Board and Chairman of the Executive Committee of the Solidarity Fund QFL, and is a member of the Board of Directors of the Commission de la santé et de la sécurité du travail. Mr. Massé has served on various committees of the Advisory Council on Labour and Manpower, as well as the Executive Committee of the International Confederation of Free Trade Unions.

Duc Vu President

Commission administrative des régimes de retraite et d’assurances

Guest member: Audit Committee Board member since September 25, 2002

Henri-Paul Rousseau holds a doctorate in economics and taught monetary and financial economy before holding various senior management positions in the financial sector. He has also served as an economic adviser to the governments of Canada and Québec on various issues. His many honours include the T.M. Brown Thesis Prize for the best doctoral dissertation in economics at the University of Western Ontario and an honourary doctorate of law from Concordia University. Mr. Rousseau is actively involved with a number of charities and educational organizations.

Henri-Paul Rousseau President and Chief Executive Officer Caisse de dépôt et placement du Québec

Member: Risk Management Committee Board member since September 1, 2002

A chartered accountant with a doctorate in administrative sciences, Pierre Prémont became an Associate Professor at Université Laval in 1995. He subsequently became Director of the Institut des affaires électroniques in 2002 and a member of the administrative sciences faculty council. He previously held a number of senior management positions in Québec’s public service, including President and Chief Executive Officer of the Société immobilière du Québec and President and General Manager of the Québec Metro High Tech Park. Mr. Prémont has been President and General Manager of the Régie des rentes du Québec since 2004.

Pierre Prémont

President and General Manager Régie des rentes du Québec

Guest member: Audit Committee Board member since August 9, 2004

Duc Vu is an engineer by training and has worked primarily in Québec’s public service, including the Conseil du Trésor, where he assumed various responsibilities related to administrative and budgetary policies. Subsequently, he served as Assistant Deputy Minister in various departments, including Santé et services sociaux, Main-d’œuvre et formation professionnelle and Ressources naturelles. Before taking up his current position, Mr. Vu served as President and Chief Executive Officer of the Régie de l’assurance-maladie du Québec.

120

Board of

Directors

John T. Wall Chairman of the Board Capital Markets Advisors, Inc.

Member:

Human Resources Committee

John T. Wall is Chairman of the Board and Chief Executive Officer of Capital Markets Advisors, Inc. He is also a director of the Friedman Billings Ramsey Group. From 1965 to 2002, he held various management positions with the National Association of Securities Dealers, Inc. and NASDAQ. In 1997, he was appointed President of

The Act to amend the Act respecting the Caisse de dépôt et

placement du Québec came into force in 2005. The new

provisions of the Caisse’s constituting statute amended its rules of governance and brought about significant changes in the composition, independence and responsibility of the Board of Directors as well as the constitution of the Board’s committees.

Composition of the Board

On April 27, 2005, the Québec government announced the appointment of Pierre Brunet as a member and Chairman of the Caisse’s Board of Directors. Henri-Paul Rousseau, who was previously Chairman and Chief Executive Officer, became President and Chief Executive Officer of the Caisse. On the same date, the government also appointed four new members to the Board of Directors: Louise Charette, Yvan Allaire, Claude Garcia and A. Michel Lavigne. The Chairman and the new members took up their functions on May 16, 2005.

Nicole Trudeau, Jean-Claude Bachand, Yves Filion and Gilles Godbout left the Board in 2005. During their years as direc- tors, they made an enlightened and valuable contribution to the deliberations of the Board and the committees they sat on. They gave the Caisse their steadfast support and loy- alty, and we are extremely grateful to them.

The Caisse’s Board of Directors now has 15 members, of whom 10 are independent within the meaning of the new provisions of the constituting statute. The Board consists of its Chairman, the President and Chief Executive Officer, depositors’ representatives, members of the business com- munity and the co-operative movement, and labour union leaders.

Under the Act respecting the Caisse, the Board of Directors