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 strategic plan, financial statements, annual report and budget
- The appointment of officers, 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 is an administrator who serves as intermediary between the board and the management team. The Chair is responsible for:
- 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 Minister regarding any decisions taken by the Corporation
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 and delivered to the government. 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 Ko - 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. Of this number, 14 currently sit as independent directors. These members hold no direct or indirect financial, commercial, professional or philanthropic interests; they also hold no 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 the nature and business context of Hydro-Québec’s key activities as well as the basics of electricity. Throughout their term, directors receive regular training on various topics of relevance to company operations or regarding their duties and functions.
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 graduated from Université Laval with a bachelor’s degree in electrical engineering 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 high-profile international firms Pratt & Whitney, Rolls Royce, Procter & Gamble and Kraft Foods. He serves on the board of the Global Sustainable Electricity Partnership. As Chair of the World Energy Council (WEC) Programme Committee, he sits on the WEC’s Officers Council. He is also 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
End of term: December 16, 2018
Carl Cassista
Corporate Director
Status: Independent director
Initial appointment: September 26, 2007
Renewals: November 30, 2011, and December 17, 2014
End of term: December 17, 2018
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
Hélène V. Gagnon
Vice President, Public Affairs and Global Communications, CAE Inc.
Status: Independent director
Initial appointment: April 22, 2015
End of term: April 22, 2019
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
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
Corporate Director
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
Under the Hydro-Québec Act, the Board of Directors must establish committees in the following three areas: Governance and Ethics, Audit and Human Resources. In addition to these mandatory committees, the Board may, as it sees fit, establish committees to examine a particular issue or ensure sound management of the Corporation. These committees report to the Board, sharing advice and recommendations.
Governance and Ethics Committee
- Laurent Ferreira
- 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 develop:
- 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
Audit Committee
- Geneviève Brouillette
- Laurent Ferreira
- Suzanne Gouin
- Yvon Marcoux
- Paul Stinis
The President and CEO attends committee meetings as a guest.
The Audit Committee is composed solely of independent directors, all of whom must have a background in accounting or finance. At least one committee member must belong 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
- Control and risk management
The committee also reviews any activity potential detrimental to the company’s financial health that is brought to its attention by the internal auditor or a corporate officer.
Human Resources Committee
- Yvon Marcoux, chair
- Geneviève Bich
- Anik Brochu
- Geneviève Brouillette
- Laurent Ferreira
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
- Carl Cassista
- Suzanne Gouin
- 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
- Investment and business development projects
- Information technology
- Business risk management
Environment and Social Responsibility Committee
- Hélène V. Gagnon, chair
- Anik Brochu
- Anne-Marie Croteau
- Éric Martel
- Marie-Josée Morency
The Environment and Social Responsibility Committee advises the board on issues related to the environment, sustainable development, public affairs and communications, including environmental management and compliance, public safety with respect to Hydro-Québec facilities, human health as it relates to the company’s activities and corporate social responsibility.
Committee on Workplace Health and Safety
- Carl Cassista, chair
- Geneviève Bich
- Anik Brochu
- Hélène V. Gagnon
- Éric Martel
- Marie-Josée Morency
This committee advises the board on matters related to workplace health and safety, particularly regarding risk identification, assessment and prevention as well as occupational health and safety practices and measures.