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 15 members. Of this number, 13 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 Hydro-Québec’s Board of Directors
Status: Independent director
Initial appointment: November 7, 2018
End of 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. Since July 2010, she has been a member of the advisory
board of the Montreal Neurological Institute. She also chairs the boards of Alloprof and the Fondation CHU Sainte-Justine.
Éric Martel
President and Chief Executive Officer, Hydro-Québec
Status: Non-independent director
Initial appointment: July 6, 2015
End of term: July 6, 2020
Éric Martel holds a bachelor’s degree in electrical engineering from Université Laval and is a member of the Ordre des ingénieurs du Québec. Before joining Hydro-Québec in July 2015, he held a number of management positions at Bombardier from 2002 to 2015, including President of the Avions d’affaires and Services à la clientèle divisions. Mr. Martel has also worked for several high-profile international companies such as Pratt & Whitney, Rolls Royce, Procter & Gamble and Kraft Foods. He serves on the board of the Global Sustainable Electricity Partnership and is Chair of the Electricity Industry community of the World Economic Forum. He has been actively involved with Centraide of Greater Montréal since the late 1990s.
Geneviève Bich
Vice-President, Human Resources, Metro inc.
Status: Independent director
Initial appointment: September 9, 2015
End of term: September 9, 2019
Anik Brochu
Director, Special Projects, Groupe T.A.P.
Status: Independent director
Initial appointment: September 13, 2006
Renewals: November 30, 2011, and July 6, 2016
End of term: July 6, 2020
Geneviève Brouillette
Chief Financial Officer, ALDO Group
Status: Independent director
Initial appointment: July 12, 2017
Renewal: September 4, 2019
End of term: September 4, 2023
Anne-Marie Croteau
Dean, John Molson School of Business, Concordia University
Status: Independent director
Initial appointment: July 6, 2016
End of term: July 6, 2020
Luc Doyon
Corporate Director
Status: Independent director
Initial appointment: September 4, 2019
End of 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
End of term: September 4, 2023
Suzanne Gouin
Chair, Canada Revenue Agency Board of Management
Status: Independent director
Initial appointment: September 26, 2007
Renewals: November 30, 2011, and July 6, 2016
End of term: July 6, 2020
Luc Jobin
Corporate Director
Status: Independent director
Initial appointment: September 11, 2019
End of term: September 11, 2023
François Lafortune
Founder and Chief Executive Officer, Diagram Ventures
Status: Independent director
Initial appointment: July 12, 2017
End of term: July 12, 2021
Yvon Marcoux
Corporate Director
Status: Independent director
Initial appointment: December 17, 2014
End of 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
End of term: July 6, 2020
Dominique Savoie
Deputy Minister of Energy and Natural Resources
Status: Non-independent director
Initial appointment: March 21, 2018
End of term: July 11, 2021
Paul Stinis
Corporate Director
Status: Independent director
Initial appointment: April 22, 2015
Renewal: July 6, 2016
End of 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
- Anik Brochu
- 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
- Jacynthe Côté
- Luc Doyon
- Suzanne Gouin
- Luc Jobin
- François Lafortune
- Éric Martel
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
- Anik Brochu
- Jacynthe Côté
- Anne‑Marie Croteau
- Luc Doyon
- Éric Martel
- 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.