Corporate Governance

Composition and Mandate of the Board of Directors

The Board of Directors is composed of seven directors. Each of the Corporation’s directors is elected for a one-year term at the Corporation’s annual meeting of shareholders or until such person’s successor is elected or appointed. The Corporation’s Articles 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 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 Multilateral Instrument 52-110 of the Canadian Securities Administrators.

The role of the Board of Directors is to supervise, directly or through its committees, the administration and management of the Corporation’s commercial activities and its internal affairs. In doing so, the Board of Directors acts at all times in the best interest of the Corporation and its shareholders. The Code of Ethics of the Corporation ensures that each director performs his mandate with integrity and in good faith, in the best interests of the shareholders and with the care, diligence and competence of a prudent director. The Board of Directors approves all matters expressly required by its mandate and under the CBCA 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 two committees for the review of certain issues for which it is responsible: the Audit Committee and the Compensation, Corporate Governance and Nominating Committee.

Charter of the Board of Directors

(1) “Independent” within the meaning of Multilateral Instrument 52-110 of the Canadian Securities Administrators.
(2) Member of the Audit Committee.
(3) Member of the Compensation, Corporate Governance and Nominating Committee.
(4) Chairman of the Audit Committee.
(5) Chairman of the Compensation, Corporate Governance and Nominating Committee.

Background of Directors

The following are brief profiles of the Corporation’s directors, including a description of each individual’s principal occupation during the past five years.

Gilles Lefrançois, CA
Gilles Lefrançois was appointed as Executive Chairman of the Board of Directors of the Corporation on October 25, 2007 and has been a director of the Corporation since 2003. He acted as President and Chief Executive Officer of the Corporation from its incorporation in 2003 up until his appointment as Chairman. Mr. Lefrançois founded Innergex GP in 1990 and, as its President, was responsible for the development of Innergex GP and Innergex, Limited Partnership (“Innergex LP”) as well as for the development and acquisition of the Fund’s power generating facilities. He was a founding member of the Association québécoise de la production d’énergie renouvelable in 1991 (formerly the Association des producteurs privés d’électricité) (the “Association”). Mr. Lefrançois was a member of the management of the Association, either as President or Vice President, from its creation until the spring of 2003. Mr. Lefrançois was a member of the management team of Innocan Inc. from June 1990 to March 1994 and, prior to that time, was Executive Vice President of a transportation company listed on the Montréal Stock Exchange and held numerous positions in finance and accounting. Mr. Lefrançois holds a bachelor’s degree in commerce (1962) and a master’s degree in commercial sciences (accounting) (1963) from Université Laval. Mr. Lefrançois has been a member of the Canadian Institute of Chartered Accountants since 1964.

Michel Letellier, M.B.A.
Michel Letellier was appointed as President and Chief Executive Officer of the Corporation on October 25, 2007 and has been a director of the Corporation since 2003. Mr. Letellier was Executive Vice President and Chief Financial Officer of the Corporation from its incorporation in 2003 until his appointment as President and Chief Executive Officer and, prior to that time, was Vice President and Chief Financial Officer of Innergex GP (from 1997 to 2003) and was responsible for the financial management of the affairs of Innergex GP, Innergex LP and the Fund’s power generating facilities. Mr. Letellier was employed from 1990 to 1997 by Boralex Inc., an independent power producer based in Québec and listed on the TSX, where he was involved in the development of energy projects, and from 1986 to 1990, by a brokerage firm in the corporate finance field. Mr. Letellier holds an M.B.A. from Université de Sherbrooke (1988) as well as a bachelor’s degree in business (finance) from Université du Québec à Montréal (1986).

William A. Lambert, M.B.A.
William A. Lambert was appointed as a director of the Corporation on October 25, 2007. Mr. Lambert is a Partner of Birch Hill Equity Partners, in which role he provides advice and counsel to Birch Hill on an ongoing basis with respect to sourcing, monitoring, creating value in and exiting investments. Mr. Lambert was an officer of TD Capital Group Limited, from 1989 to 2005, where he held the position of Managing Director. Prior to joining TD Capital Group Limited, he practiced as a consultant and plant engineer in the steel industry for 10 years with Ferrco Engineering Company and North Star Steel Company. Mr. Lambert is currently a director of Marsulex Inc. (since 2002) and of Amorfix Life Sciences Ltd. (since 2006) and a trustee of Ag Growth Income Fund (since 2006). Mr. Lambert received his M.B.A. from York University and his B.S. in Electrical Engineering from the Massachusetts Institute of Technology.

Cyrille Vittecoq, CFA
Cyrille Vittecoq was appointed as a director of the Corporation on October 25, 2007. Mr. Vittecoq has been Vice-President, Investments—Energy and a member of the Caisse de dépôt et placement du Québec’s (the “Caisse”) Private Equity group management committee since March 2006. His mandate is to manage and develop energy-sector investments, in particular those related to energy infrastructure, petroleum and natural gas. Mr. Vittecoq’s career at the Caisse has been devoted entirely to private equity investments in the energy and environment sectors. He began as an analyst in 1993 and was subsequently promoted to manager, a position he kept until 1997. From 1997 to 2000, he acted as Vice-President of finance at Boralex Inc., a Québec-based publicly traded corporation specializing in electricity production. Mr. Vittecoq returned to the Caisse in 2000 as an investment manager and then senior manager. Mr. Vittecoq has also been a director of Canadian Hydro Developers Inc. since 2002. He holds a bachelor’s degree in management from the Université de Sherbrooke (1989) and has been a chartered financial analyst since 1994.

Raymond Laurin, CA
Raymond Laurin was appointed as a director of the Corporation on October 25, 2007. Since 2004, Mr. Laurin has been Executive Director of the Régime de rentes du Mouvement Desjardins at the Fédération des caisses Desjardins du Québec. Mr. Laurin has held various positions with the Desjardins Group over the past 27 years. Mr. Laurin is (i) on the board of directors and a member of the Audit Committee of Société immobilière Trans Québec (SITQ), (ii) on the board of directors, President of the Audit Committee and a member of the pension fund of Ivanhoé Cambridge and (iii) a member of the Teachers’ Pension Fund of Laval University. Mr. Laurin is also director for the strategic committees of various European funds. Mr. Laurin holds a bachelor’s degree in business administration from HEC and is a member of the Chartered Accountants of Québec, the Institute of Internal Auditors of Canada and Canadian Pension and Benefit Institute.

Pierre Brodeur
Pierre Brodeur was appointed as a director of the Corporation on December 6, 2007. Mr. Brodeur has over 25 years of experience in management positions in various companies that specialize in the manufacturing and marketing of consumer goods and services. From 1997 to 2003, he was President and Chief Executive Officer of Sico Inc. and, prior to that time, was President and General Manager of Boulangeries Weston, Québec Ltd. (from 1994 to 1997). He also acted as President of Vidéotron International from 1990 to 1994, prior to which he was employed by Steinberg (from 1986 to 1990), where he was President of Steinberg, Québec, from 1989 to 1990. Mr. Brodeur has been a director of Industrial Alliance Insurance and Financial Services Inc. since 1999 and has been a director of Van Houtte Inc. since 2003.

Susan M. Smith, M.B.A.
Susan M. Smith was appointed as a director of the Corporation on December 6, 2007. Ms. Smith has 30 years of experience in the Canadian banking sector. Since 1997, she has acted as both President and Chief Executive Officer of RBC Technology Ventures Inc., a wholly-owned subsidiary of the Royal Bank of Canada (“RBC”), and as Senior Vice President of RBC. From 1994 to 1997, Ms. Smith acted as Vice President of Knowledge Based Industries, a division of RBC. Ms. Smith has held several positions within RBC since 1977, notably in corporate banking and institutional banking. Since 1999, Ms. Smith has served as a director on private technology fund boards, including Primaxis Technology Ventures, Foragen Technology Management Inc. and Milestone Medica Corporation. Ms. Smith was Chair of the board of directors for each of these funds for several years. Ms. Smith has also served on the boards of the Prime Minister’s Advisory Council on Science and Technology, the President’s International Advisory Council for CIHR, the Faculty of Graduate Studies of the University of British Columbia and Genome Canada. She currently serves on the board of directors of MaRS Discovery District, the Investment Board of Care Canada, and has recently joined the board of directors of Optosecurity. Ms. Smith received her M.B.A. from the Ivey School of Business, University of Western Ontario, and her bachelor of arts degree from Dalhousie University.