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 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 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
Supporting committees

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 profile [PDF 26 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.

Michael D. Penner
Chairman of Hydro-Québec’s Board of Directors

Status: Independent director
Initial appointment: October 8, 2014
Renewal: May 15, 2018
End of term: May 15, 2023

Michael D. Penner is a lawyer, entrepreneur and corporative executive with a record of orchestrating paradigm change in both the private and public sectors. Prior to selling Peds Legwear (Peds) to Gildan Activewear Inc. in August 2016, he was the company’s President and Chief Executive Officer. Mr. Penner also sits on the board of Scotiabank where he also acts as a member of the organization’s audit committee. In October 2014, the Québec government appointed him Chairman of the Board of Hydro-Québec, Canada’s largest electric utility and power generation company and the world’s fourth largest hydropower producer.

As Chairman of the Board, Mr. Penner has spearheaded the renewal of Hydro-Québec, a flagship of the province’s economy. For years, relations between the $14-billion company and its various stakeholders had been fractious. Mr. Penner promptly embarked on an “evolutionary” transformation that included appointing new board members (with gender parity) as well as recruiting a new CEO, a new Secretary General, two new division presidents and a new CIO. Under his leadership, Hydro-Québec has modernized and revitalized its governance. New board committees have been established, including an IT committee, and a comprehensive five-year Strategic Plan has also been adopted.

Mr. Penner is also active internationally, accompanying the Premier of Québec to COP 21 in Paris in 2015.

He co-chairs Hydro-Québec’s Centraide campaign, one of the largest in Canada. In this capacity, he instituted a 25% increase in the company’s contribution, bringing it to over $5 million in 2015. Mr. Penner is also Chair of the Montréal Museum of Fine Arts’ annual fundraising activity. His other community commitments include sitting on the boards of Les Grands Ballets Canadiens de Montréal, Selwyn House School, Hofstra University School of Law and McGill University Football.

After acquiring Peds in 2006, he led its transformation from a small regional player to an international industry leader. In 2011, the company expanded into the U.S., acquiring a failed hosiery company in North Carolina, investing heavily in its turnaround and eventually reshoring over 200 jobs. In recognition of Mr. Penner’s contribution to the U.S. economy, President Obama invited him to the White House in May of 2014. Mr. Obama highlighted the the Peds story and Penner’s leadership again in his 2015 address to the SelectUSA annual conference in Washington, D.C., and once more the following year in his address to the Canadian Parliament.

Since 2011, Peds has undergone exceptional growth in the U.S. market, eventually gaining the number one market share in its legwear category. Gildan acquired Peds with an eye to leveraging this success and broadening its distribution channels on a global scale.

Mr. Penner holds a Bachelor of Arts degree from McGill University and a law degree from Hofstra University (New York).

Michelle Cormier
Vice-chair of the Board of Directors, Hydro-Québec

Operating Partner, Wynnchurch Capital (Canada) Ltd.
Status: Independent director
Initial appointment: November 4, 2009
Renewal: December 17, 2014
End of term: December 17, 2018

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 managerial 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 sits on the board of the Global Sustainable Electricity Partnership and has been actively involved with Centraide of Greater Montréal since the late 1990s.

Geneviève Brouillette
Vice President, Finance and Corporate Controller, Keurig Green Mountain, Inc.

Status: Independent director
Initial appointment: July 12, 2017
End of term: December 16, 2018

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

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

Michelle Cormier
Vice-chair of the Board of Directors, Hydro-Québec Operating Partner, Wynnchurch Capital (Canada) Ltd.

Status: Independent director
Initial appointment: November 4, 2009
Renewal: 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

Laurent Ferreira
Executive Vice President and Managing Director, Derivatives and Equities, Banque Nationale du Canada

Status: Independent director
Initial appointment: December 17, 2014
End of term: December 17, 2018

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
Corporate Director

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, Commandité Entreprises Diagram inc.

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
Director – Operio Business Development Raymond Chabot Grant Thornton

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
Senior Vice-President and Treasurer, BCE Inc.

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

  • Michael D. Penner, Chair
  • Carl Cassista
  • Michelle Cormier
  • Laurent Ferreira
  • Suzanne Gouin
  • Yvon Marcoux

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

  • Michelle Cormier, présidente
  • Michelle Cormier, Chair
  • Geneviève Brouillette
  • Laurent Ferreira
  • 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.

The Audit Committee’s mandate includes:

  • Approving the annual internal audit plan
  • Ensuring adequate and effective internal control mechanisms
  • Ensuring a risk management process
  • Reviewing any activity flagged by the internal auditor or a director as posing a potential threat to the Corporation’s financial situation
  • Examining financial statements with the Vérificateur général du Québec and the government-appointed external auditor and recommending their approval by the Board.

Human Resources Committee

  • Carl Cassista, Chair
  • Michael D. Penner
  • Geneviève Bich
  • Anik Brochu
  • Laurent Ferreira
  • Suzanne Gouin

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
  • 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

Environment and Public Affairs

  • Éric Martel
  • Michael D. Penner
  • Anik Brochu
  • Hélène V. Gagnon
  • Marie-Josée Morency

The Environment and Public Affairs Committee advises the board on issues related to the environment, sustainable development, public affairs and communications, including management and environmental compliance, public health and safety and corporate social responsibility.

Finance Committee

  • Paul Stinis, Chair
  • Michael D. Penner
  • Éric Martel
  • Michelle Cormier
  • Yvon Marcoux

The Finance Committee advises the board on company orientations, policies, strategies and general objectives, particularly regarding its finances, management of its funds, its business plan and the ensuing budget, integrated management of its business risks and its major investment and equity acquisition projects outside of Québec.

Pension Plan Financial Management Committee

  • Yvon Marcoux, Chair
  • Michael D. Penner
  • Éric Martel
  • Suzanne Gouin
  • Paul Stinis

The Pension Plan Financial Management Committee advises the board on company orientations, policies, strategies and general objectives with regard to the pension plan, particularly in terms of its financial situation, financing, management of its investments and assessment of their performance, actuarial valuations and overall management.

Information Technologies Committee

  • Anne-Marie Croteau, présidente
  • Michael D. Penner
  • Éric Martel
  • Carl Cassista
  • Laurent Ferreira
  • François Lafortune

The Information Technologies Committee advises the board on company orientations, policies, strategies and general objectives regarding information and communication technologies (ITCs), specifically in terms of operational planning, governance and security, technology developments and major telecommunications projects.

Special Committee on Workplace Health and Safety

  • Éric Martel, Co-chair
  • Hélène V. Gagnon, Co-chair
  • Michael D. Penner
  • Geneviève Bich
  • Anik Brochu
  • Yvon Marcoux

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.