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Governance

Governance

 

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.

Investors

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
Dorval (Québec) Canada

Director 1), 3), 10)

Jean La Couture
Montréal (Québec) Canada

Chairman of the Board 1), 2), 4), 5) 8), 9)

Richard Laflamme
L'Ancienne-Lorette (Québec) Canada

Director 1), 5), 7), 10)

Daniel L. Lafrance
Kirkland  (Québec) Canada

Director 1), 4), 8), 10)

William A. Lambert
Toronto (Ontario) Canada

Director 1), 4), 5), 10)

Michel Letellier
Candiac (Québec) Canada
President and Chief Executive Officer of the Corporation 11)
  1. “Independent” within the meaning of National Instrument 52-110 Respecting Audit Commitee
  2. Chairman of the Board
  3. Chair of the Audit Commitee
  4. Member of the Audit Committee
  5. Chair of the Corporate Governance Committee
  6. Member of the Corporate Governance Committee
  7. Chair of the Human Resources Committee
  8. Member of the Human Resources Committee
  9. Chair of the Nominating Committee
  10. Member of the Nominating Committee
  11. President and Chief Executive Officer

 

Section: 
Investors
Section: 
Investors
Cautionary statement on forward-looking information
 
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