Hydro-Québec’s Board of Directors complies with the requirements of the Hydro-Québec Act with regard to governance. It also follows the guidelines of the Canadian Securities Administrators applicable to state-owned enterprises, even though it is not legally bound to do so because Hydro-Québec is not publicly traded.
Board of Directors members
Michael D. Penner
Chairman of the Board
Michael D. Penner is a lawyer, entrepreneur and chairman with a leadership 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, Mr. Penner was the company’s President and Chief Executive Officer. In October 2014, the Québec government appointed him as 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 Chair of Hydro-Québec, Mr. Penner helped lead the renewal of this iconic symbol of the Québec economy. After years of challenging relations between this 14-billion dollar company and its various stakeholders, Mr. Penner embarked on an “evolutionary” transformation of the enterprise. Accomplishments to date include the appointment of a majority of new board members (with gender parity); the recruitment of a new CEO, a new Secretary General, two new division presidents and a new CIO. Under his leadership, Hydro-Québec’s governance has been modernized and revitalized. New board committees have been established, including an IT committee, and a comprehensive five-year Strategic Plan has been completed and adopted.
President and Chief Executive Officer, Hydro-Québec
Co-chair of the Special Committee on Workplace Health and Safety; member of the Executive, Environment and Public Affairs, Finance, Pension Plan Financial Management, and Information Technologies committees
Vice-President, Finance and Corporate Controller, Keurig Green Mountain, Inc.
Member of the Audit Committee
Vice President, Human Resources, Metro inc.
Member of the Human Resources Committee and the Special Committee on Workplace Health and Safety
Director, Special Projects, Groupe T.A.P.
Member of the Environment and Public Affairs Committee, the Human Resources Committee and the Special Committee on Workplace Health and Safety
President, Technologies Axion
Chair of the Human Resources Committee; member of the Governance and Ethics Committee and the Information Technologies Committee
Operating Partner, Wynnchurch Capital (Canada) Ltd.
Vice Chair of the Board of Directors; chair of the Audit Committee; member of the Executive Committee, the Finance Committee and the Governance and Ethics
Dean, John Molson School of Business, Concordia University
Chair of the Information Technologies Committee
Executive Vice President and Managing Director, Derivatives and Equities, Banque Nationale du Canada
Member of the Audit, Human Resources, and Information Technologies committees
Hélène V. Gagnon
Vice President, Public Affairs and Global Communications, CAE
Co-chair of the Special Committee on Workplace Health and Safety; member of the Environment and Public Affairs Committee
Member of the Executive, Governance and Ethics, Human Resources, and Pension Plan Financial Management committees
Executive Chair, Québec and Senior Vice-President, Client Solutions, Financière Sun Life
Chair of the Environment and Public Affairs Committee; member of the Governance and Ethics Committee
Deputy Minister of Energy and Natural Resources, Gouvernement du Québec
Founder and Chief Executive Officer, Commandité Entreprises Diagram inc.
Member of the of the Information Technologies Committee
Chair of the Pension Plan Financial Management Committee; member of the Governance and Ethics Committee, Finance Committee and Special Committee on Workplace Health and Safety
Member of the Environment and Public Affairs Committee
Senior Vice-President and Treasurer, BCE Inc.
Chair of the Finance Committee; member of the Executive, Audit, and Pension Plan Financial Management committees
Board of Directors
Under the Hydro-Québec Act, the company’s Board of Directors is made up of 17 members*, including the Chairman of the Board and the President and Chief Executive Officer. The directors’ diverse professional backgrounds are a definite asset for the Board’s nine committees:
- Governance and Ethics
- Human Resources
- Environment and Public Affairs
- Pension Plan Financial Management
- Information Technologies
- Special Committee on Workplace Health and Safety
Its principal functions include reviewing and approving the Strategic Plan and the annual Business Plan, setting the company’s annual performance targets, reviewing financial results on a monthly basis, and performing the cyclical review of integrated business risk management.
The Board also approves the appointment of executives other than the President and Chief Executive Officer, as well as the policies governing compensation and working conditions for Hydro-Québec’s employees and executives. In addition, it approves the company’s major capital projects in the areas of power generation, transmission and distribution, as well as important matters submitted to the Régie de l’énergie.
* There currently is one vacancy on the Board of Directors.
Rules of conduct for directors and executives
The conduct of directors and executives is governed by strict rules and principles set out in the following documents:
- Code of Ethics and Rules of Professional Conduct for Directors, Executives and Controllers of Hydro-Québec
- Hydro-Québec’s corporate governance bylaw
- Bylaw respecting the functions and powers of the Chairman and Vice-Chairman of the Board, corporate executives and other Hydro-Québec managers [in French only]