Innergex is implementing governance best practices. The Corporation takes its stakeholders’ interests into account when adopting policies, and works to ensure its sound financial management and ongoing sustainability.
Innergex has also put into place a Code of Conduct (PDF) that forms a framework for its directors’ and employees’ behaviour. The Corporation has also adopted the following policies:
Specific governance rules are in place for the Board of Directors, the Audit Committee, the Corporate Governance Committee, the Human Resources Committee and the Nominating Committee.
Innergex remains vigilant so that it can adopt new policies as needed. The Corporation intends, in this way, to maintain its leadership role in the area of governance.
The Board of Directors is composed of seven directors. Each of the Corporation’s directors is elected at the Corporation’s annual meeting of shareholders for a one-year term, or until such person’s successor is elected or appointed.
The Corporation’s Articles provide that the Board of Directors will consist of a minimum of three and a maximum of ten directors. The Charter of the Board of Directors requires that a majority of the Board of Directors be independent within the meaning of Regulation 52-110 Respecting Audit Commitee.
The Corporation’s By-laws further provide that the directors in office may appoint one or more directors to stand office until the next annual meeting of shareholders, provided that the number of directors so appointed shall not exceed one-third of the number of directors elected at the previous annual meeting of shareholders.
The role of the Board of Directors is to oversee, directly or through its committees, the administration and the management of the business and affairs of the Corporation with a view to evaluate, on an on going basis whether the Corporation's resources are being managed in a manner consistent with enhancing shareholder value ethical consideration and stakeholders' interests. The Board of Directors approves all matters expressly required by its mandate and under the Canadian Business Corporation Act and other applicable legislation and under the Corporation’s Articles and By-laws.
Meetings of the Board of Directors are held at least quarterly, and as required. The quorum at meetings of the Board of Directors is a majority of directors in office. The Board of Directors has constituted the following four committees for the review of certain issues for which it is responsible: the Audit Committee and the Human Reources Commitee, Corporate Governance Commitee and Nominating Committee.
The Code of Conduct is to provide guidelines to directors of the Corporation to ensure that the Corporation reputation for intergrity and good corporate citizenship is maintained through the adherence to the highest ethical standards, embracing open and honest relations among employees, shareholders, directors, customers, suppliers and other stakeholders.
Members of the Board of Directors
Name and municipality of residence
Principal occupation or business
John A. Hanna
Director 1), 3), 10)
Jean La Couture
Chairman of the Board 1), 2), 4), 5), 8), 9)
Director 1), 6), 7), 10)
Daniel L. Lafrance
Director 1), 4), 8), 10)
William A. Lambert
Director 1), 4), 6), 10)
Candiac (Québec) Canada
|President and Chief Executive Officer of the Corporation 11)|