The Board of Directors: Reflecting the diversity of our operations
Every company is headed by a board whose job it is to efficiently administer the business, in accordance with the applicable legislation and the Company’s strategic orientations.
Hydro‑Québec’s Board of Directors approves:
- The Company’s strategic plans, financial statements, annual reports and budgets
- The appointment of directors, with the exception of the President and CEO
- Policies regarding remuneration and working conditions for employees and managers
- Company investments in the areas of electricity generation, transmission and distribution as well as important issues submitted to the Régie de l’énergie
The Board also assesses Company performance and the integrity of its internal controls, disclosure controls and information systems.
Chair of the Board: An important role
The Chair of the Board of Directors serves as intermediary between the Board and the management team. The Chair’s role consists in:
- Chairing Board meetings
- Seeing to the proper functioning of the Board and its committees
- Assessing Board performance and performing any other duties that may be assigned by the Board
- Answering to the relevant Minister regarding any decisions made by the Company
The Québec government appoints the Chair of the Board of Directors for a term of up to five years, which can be renewed twice, consecutively or not.
Composition of the Board of Directors
The other Board members are also appointed by the Québec government, in keeping with the expertise and experience profile established by the Board. Directors hold their position for a term of up to four years that can be renewed twice, consecutively or not.
Board of Directors expertise and experience profiles [PDF 22 KB - in French only]
The Hydro‑Québec Act sets the number of Board members at 17, a figure that includes the Chairman of the Board and the Company’s President and Chief Executive Officer. The Board currently comprises 16 members. Of this number, 14 currently sit as independent directors. These members hold no direct or indirect financial, commercial, professional or philanthropic interests that may affect the quality of their decision-making with respect to Hydro‑Québec’s interests.
Upon taking office, new Board members receive training on their role and responsibilities, the nature and business context of Hydro‑Québec’s key activities as well as the basic concepts of electricity. Board members then periodically receive training related to various aspects of the Company’s activities.
Jacynthe Côté
Chair of the Board, Hydro‑Québec
Status: Independent director
Initial appointment: November 7, 2018
Term: May 14, 2023
Jacynthe Côté holds a bachelor’s degree in chemistry from Université Laval. She spent most of her career at Alcan, where she held a series of management positions in areas including human resources, environment, health and safety, business planning and development, production and management, in both Québec and England. After Alcan was acquired by Rio Tinto, she headed the Rio Tinto Alcan Primary Metal group for a number of years. From 2009 to 2014, she was the multinational’s President and Chief Executive Officer. Ms. Côté serves on the boards of Banque Royale du Canada, Transcontinental and Finning International. She also chairs the boards of Alloprof and the Fondation CHU Sainte‑Justine.
Sophie Brochu
President and Chief Executive Officer, Hydro‑Québec
Status: Non-independent director
Initial appointment: April 2, 2020
Term: April 2, 2025
Sophie Brochu holds a bachelor’s degree in economics from Université Laval. Prior to taking office at Hydro‑Québec, she worked for over 20 years at Énergir (formerly Gaz Métro) where she held several senior management positions, including that of President and Chief Executive Officer from 2007 to 2019. She began her career as a financial analyst with Société québécoise d’initiatives pétrolières (SOQUIP), a Québec government corporation responsible for developing the natural gas network in the province. Ms. Brochu sits on the board of Banque de Montréal (BMO). Very active in the community, she has been involved with Centraide of Greater Montreal for many years, co founded ruelle de l’avenir, a Montréal‑based non‑profit organization that encourages students to stay in school, and chairs the board of Fondation Forces AVENIR, which supports activities designed to foster and celebrate community involvement by students. She is also a leader of L’effet A, an initiative whose aim is to promote the participation of women at all organizational levels. Ms. Brochu was awarded honorary doctorates by Université de Montréal (HEC Montréal) and Bishop’s University. She is a member of the Order of Canada.
Geneviève Bich
Vice-President, Human Resources, Metro inc.
Status: Independent director
Initial appointment: September 9, 2015
Renewal: February 19, 2020
Term: February 19, 2024
Geneviève Brouillette
Chief Financial Officer, Groupe ALDO
Status: Independent director
Initial appointment: July 12, 2017
Renewal: September 4, 2019
Term: September 4, 2023
Anne-Marie Croteau
Dean, John Molson School of Business, Concordia University
Status: Independent director
Initial appointment: July 6, 2016
Term: July 6, 2020
Hanane Dagdougui
Assistant Professor, Department of Mathematics and Industrial Engineering, Polytechnique Montréal
Status: Independent director
Initial appointment: February 19, 2020
Term: February 19, 2024
Luc Doyon
Corporate director
Status: Independent director
Initial appointment: September 4, 2019
Term: September 4, 2023
Hélène V. Gagnon
Vice President, Public Affairs and Global Communications, CAE Inc.
Status: Independent director
Initial appointment: April 22, 2015
Renewal: September 4, 2019
Term: September 4, 2023
Suzanne Gouin
Chair of the Board of Management, Canada Revenue Agency
Status: Independent director
Initial appointment: September 26, 2007
Renewals: November 30, 2011, and July 6, 2016
Term: July 6, 2020
Luc Jobin
Corporate director and leadership consultant
Status: Independent director
Initial appointment: September 11, 2019
Term: September 11, 2023
François Lafortune
Founder and Chief Executive Officer, Diagram Ventures
Status: Independent director
Initial appointment: July 12, 2017
Term: July 12, 2021
Yvon Marcoux
Corporate director
Status: Independent director
Initial appointment: December 17, 2014
Term: December 17, 2018
Marie-Josée Morency
Executive Vice-President and General Manager, Chambre de commerce de Lévis
Status: Independent director
Initial appointment: July 6, 2016
Term: July 6, 2020
Paul Stinis
Corporate director
Status: Independent director
Initial appointment: April 22, 2015
Renewal: July 6, 2016
Term: July 6, 2020
Supporting committees
The Board of Directors includes three committees, as required under the Hydro‑Québec Act: Governance and Ethics, Audit and Human Resources. In addition to these mandatory committees, the Act authorizes the creation of other committees to examine particular issues or ensure sound management of the Corporation. Currently, the Board has two committees that were established for that purpose. All the committees report to the Board, sharing advice and recommendations.
Governance and Ethics Committee
- Jacynthe Côté, chair
- Yvon Marcoux
- Paul Stinis
The President and CEO attends committee meetings as a guest.
The Governance and Ethics Committee is composed solely of independent directors. The committee is mandated in particular to define:
- The rules of governance
- A code of ethics applicable to directors and other key personnel
- Expertise and experience profiles for the purpose of nominating Board members
- Criteria for assessing Board members
- Criteria for assessing Board performance
- An initiation and ongoing training program for Board members
Audit Committee
- Geneviève Brouillette, chair
- Jacynthe Côté
- Suzanne Gouin
- Luc Jobin
- Yvon Marcoux
- Paul Stinis
The President and CEO attends committee meetings as a guest.
The Audit Committee is composed solely of independent directors. In accordance with the Hydro‑Québec Act, some committee members have a background in accounting or finance and at least one belongs to the Ordre des comptables professionnels agréés du Québec.
In particular, the committee’s responsibilities relate to:
- Internal auditing
- The optimal utilization of Company resources
- External auditing of the Company’s financial statements and those of its pension plan
- Pension Plan financial management
- Internal control and risk management
The committee also reviews any activity potentially detrimental to the Company’s financial health that is brought to its attention by the internal auditor or a corporate officer.
Human Resources Committee
- Geneviève Bich, chair
- Geneviève Brouillette
- Jacynthe Côté
- Yvon Marcoux
- Marie–Josée Morency
The President and CEO attends committee meetings as a guest.
The Human Resources Committee is composed solely of independent directors. Its mandate includes:
- Establishing and implementing human resources policies
- Recommending that the Board approve corporate objectives on which variable compensation is based
- Developing and proposing the expertise and experience profile needed to appoint a President and Chief Executive Officer
- Developing and proposing criteria used to assess the President and Chief Executive Officer and making recommendations to the Board regarding remuneration for the position
- Contributing to the selection process for new directors
- Establishing a succession plan for directors appointed by the Corporation
Financial Affairs, Projects and Technology Committee
- Paul Stinis, chair
- Anne-Marie Croteau, vice-chair
- Sophie Brochu
- Jacynthe Côté
- Luc Doyon
- Suzanne Gouin
- Luc Jobin
- François Lafortune
The Financial Affairs, Projects and Technology Committee advises the Board and directors on orientations, policies, strategies and general objectives with respect to:
- The Company’s financial affairs
- The Company’s investment and business development projects
- Information technology
- Business risk management
Health and Safety, Environment and Social Responsibility Committee
- Hélène V. Gagnon, chair
- Geneviève Bich
- Sophie Brochu
- Jacynthe Côté
- Anne‑Marie Croteau
- Luc Doyon
- Marie‑Josée Morency
The mandate of the Health and Safety, Environment and Social Responsibility Committee is to provide opinions or make recommendations to the Board of Directors and contribute to deliberations on the Company’s environmental, sustainability, public affairs, communication and workplace health and safety issues.