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 17 members. Of this number, 15 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.

Supporting committees

The Board of Directors includes three committees, as required under the Hydro‑Québec Act: Governance and Social Responsibility, 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 only one committee that has been established for this purpose. All the committees report to the Board, sharing advice and recommendations.

Governance and Social Responsibility

• Hélène V. Gagnon, chair
• Geneviève Bich
• Geneviève Biron
• Jacynthe Côté
• Luc Doyon
• Marie-Josée Morency

The President and CEO attends committee meetings as a guest.

The Governance and Social Responsibility Committee is composed solely of independent directors.

Its mandate is as follows:

Regarding governance and ethics

• Formulate governance rules and a code of ethics for the conduct of the operations of the Company;
• Formulate a code of ethics applicable to the members of the Board of Directors, the officers appointed by the company and the employees of the company and its wholly-owned subsidiaries, subject to any applicable regulation made under sections 3.0.1 and 3.0.2 of the Act respecting the Ministère du Conseil exécutif, CQLR, c. M-30;
• Develop expertise and experience profiles to be used in appointing the members of the Board of Directors, with the exception of the Chair and the President and Chief Executive Officer; the profiles must include management experience that is relevant to the position;
• Formulate criteria for evaluating Board members;
• Formulate criteria for assessing the performance of the Board of Directors and its committees and carry out the assessment in accordance with the criteria approved by the Board of Directors;
• Develop initiation and ongoing training programs for Board members and ensure their implementation;
• Assess the performance of the Board of Directors in accordance with the criteria approved by the Board by mandating the Chair, who is a committee member, to head the evaluation process as well as the processes designed to assess the performance of the Board committees and the performance of the members of the Board of Directors;
• Recommend that the Board of Directors adopt the strategic plan, the annual report, company policies, and the appointment of senior executives of Hydro‑Québec’s wholly owned subsidiaries, and that it approve delegations of authority;
• Recommend that the Board of Directors adopt measures to assess the effectiveness and performance of the company, including benchmarking against similar companies ; such measures are to be carried out every three years by an independent firm ;
• Monitor legislative and regulatory developments that have significant impacts on the company, as well as major legal files;
• Review, as often as deemed useful, the relevance of the mandates of the Board committees, including its own, and recommend that the Board approve any changes;
• Assess its effectiveness and performance, as often as deemed useful.

Regarding occupational health and safety, the environment and sustainable development, public affairs and communication and other social and governance considerations

• Provide advice and recommendations to the Board of Directors and contribute to deliberations on:

Occupational health and safety

• Changes in corporate culture to ensure the efficient implementation of policies, measures, processes and practices regarding occupational health and safety;
• Performance regarding occupational health and safety and any required corrective measures.

The environment and sustainable development

• Environmental management and compliance with applicable laws, regulations and guidelines ;
• Environmental incident reports, claims, opinions, investigations and prosecutions by government bodies and third parties;
• Climate change ;
• Sustainable development;
• Matters of human health resulting from the company’s operations;
• Public safety with respect to the company’s facilities.

Public affairs and communication

• Indigenous and community relations;
• The company’s social responsibility;
• The company’s contribution to the wider community, including donations and sponsorships;
• Internal communications and communication with all stakeholders;
• Managing the issues, challenges, risks and opportunities associated with the company’s reputation and public perception.

All other environmental, social and governance (ESG) considerations.

The committee’s responsibilities also include the following:

• Oversee business risks resulting from its responsibilities and coordinate their integration into the consolidated portfolio of business risks with the Audit Committee.
• Approve requests to retain the services of external consultants at the company’s expense, where a director requires such services for their work.

Carry out other mandates assigned by the Board of Directors.

Audit Committee

• Geneviève Brouillette, chair
• Jacynthe Côté
• Hanane Dagdougui
• Dominique Fagnoule
• Paul Stinis
• Claude Tessier

The President and CEO attends committee meetings as a guest.

The Audit Committee is composed solely of independent directors and must include members with a background in accounting or finance. At least one committee member must belong to the Ordre des comptables professionnels agréés du Québec.

Its mandate is as follows:

Regarding internal audits

• Revise the corporate internal audit objectives annually and recommend their approval to Hydro‑Québec’s Board of Directors ;
• Supervise the work carried out by the Vice President – Internal Audit to ensure they have the required independence with regard to Hydro‑Québec senior management;
• Approve the annual internal audit plan;
• Carry out an annual evaluation of all internal audit operations and share its opinion in this regard;
• Ensure full compliance with the mandate of the Vice President – Internal Audit;
• Hold closed-door sessions with the Vice President – Internal Audit during committee meetings;
• Recommend an external and independent examiner at least once every five years to Hydro‑Québec’s Board of Directors to assess internal audit operations and activities and issue an opinion on the conformity of those operations and activities with professional standards and on their efficacy, efficiency and economy.

Regarding resource optimization

• Ensure that a plan for the optimal utilization of Hydro‑Québec’s resources is put in place, and follow up on that process—a plan for the optimal utilization of resources is a document that contains indicators set by the company to measure whether its strategic objectives have been met as well as its progress using the resources at its disposal;
• Ensure the periodic follow-up of value-for-money (resource optimization) audits carried out from time to time by the Auditor General of Québec.

Regarding the external audit of Hydro‑Québec’s financial statements and of those of its Pension Plan

• Recommend to the Board of Directors the compensation paid to the government-appointed independent auditors;
• Review Hydro‑Québec’s consolidated financial statements and the annual financial statements of the Hydro‑Québec Pension Plan with the Auditor General of Québec and the independent auditors and recommend their approval by the Board of Directors;
• Review the reports on the annual audit findings applicable to Hydro‑Québec’s consolidated financial statements and the annual financial statements of Hydro‑Québec’s Pension Plan;
• Hold an annual, closed-door meeting with the representatives of the Auditor General of Québec and the independent auditors to discuss the results of the annual audit and to confirm their independence in accordance with applicable regulations;
• Review Hydro‑Québec’s quarterly financial statements, including reports pertaining to the review of the interim financial statements by the joint independent auditors, and recommend the approval of these financial statements by the Board of Directors.

Regarding Pension Plan financial management

Provides its opinion to the Board of Directors and its members on Hydro‑Québec’s guidelines, policies, strategies and general objectives concerning:

• The Pension Plan Funding Policy, the Pension Fund Investment Management Policy, actuarial valuations of the plan;
• The financial position of the Pension Plan;
• The assessment of the performance of the Pension Fund portfolio and the performance of specialized portfolio managers;
• Management of risks associated with the Pension Fund;
• The external auditors’ fees;
• The creation of real estate investment companies for the Pension Fund’s property investments;
• Any other matter regarding the management of the Pension Fund and requiring the attention of the Board of Directors;
• Examination of any other activity brought to its attention by the Pension Plan steering committee and review the committee’s annual report.

Regarding Hydro‑Québec’s financial affairs

Provides its opinion to the Board of Directors and its members on Hydro‑Québec’s guidelines, policies, strategies and general objectives concerning:

• Finance and the annual financing program;
• Borrowing and the management of Hydro‑Québec funds;
• Insurance;
• Banking matters;
• Inflation forecasts, interest rates, currency rates and discount rates;
• Financial issues related to regulatory matters;
• Hydro‑Québec’s financial obligations as sponsor of the Pension Plan;
• Financial risk hedging programs;
• Any other matter associated with the above items.

Regarding control and integrated enterprise risk management

• Ensure adequate and effective internal control mechanisms are put in place;
• Ensure the company has a comprehensive vision of its business risks, their impact and the measures put in place to manage them;
• Ensure that an integrated enterprise risk management process is put in place and that an integrated risk model is developed for organizational decision-making;
• Oversee the business risks resulting from the committee’s responsibilities as well as the risks that are not specific to any committee of the Board of Directors;
• Ensure that the committees of the Board of Directors oversee the business risks resulting from the mandate entrusted to them by the Board of Directors, integrate those risks and perform follow-ups;
• Review reports on activities or topics for which it deems necessary to obtain additional information, such as litigation, claims or non-compliance with regulations, and provide supervision;
• Among the controls adopted by the committee to ensure implementation of the integrated enterprise risk management process, executives reporting directly to the President and Chief Executive Officer must ensure the implementation and maintenance of audit controls in the units that they manage, so as to provide management with proper assurance of the following:
  • Asset protection;
  • Effective and efficient operations of Hydro‑Québec;
  • Reliability of information used in making decisions and preparing financial reports;
  • Prevention and detection of errors and fraud;
  • Compliance with internal and external rules.

The committee’s responsibilities also include the following:

• Review any activity likely to be detrimental to Hydro‑Québec’s financial health that is brought to its attention by the Vice President – Internal Audit or an officer (section 7.11 of the Hydro‑Québec Act);
• Notify the Board of Directors in writing on discovering operations or management practices that are unsound or do not comply with the law or the regulations or with the policies of Hydro‑Québec or its wholly-owned subsidiaries (section 7.12 of the Hydro‑Québec Act);
• Also carry out any mandate that the Board of Directors may from time to time entrust it with regarding Hydro‑Québec, one of its subsidiaries or a company of which Hydro‑Québec holds shares in its capacity as trustee of the Hydro‑Québec Pension Fund.

Review the relevance of its mandate and assess its effectiveness and performance, as often as deemed useful, in collaboration with the Governance and Social Responsibility Committee.

Human Resources Committee

• Geneviève Bich, chair
• Geneviève Brouillette
• Jacynthe Côté
• Anne-Marie Croteau
• Marco Dodier
• 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 is as follows:

• Implement human resources policies;
• Recommend the standards and scales of remuneration to the Board of Directors, including a variable pay policy, if any, and other conditions of employment of the employees and officers of the company and of each of its wholly owned subsidiaries;
• Recommend that the Board approve corporate objectives pertaining to variable pay;
• Develop and propose the expertise and experience profile needed to appoint a President and Chief Executive Officer;
• Recommend candidates for appointment as President and Chief Executive Officer to the Board of Directors, for recommendation to the Québec government;
• Develop and recommend criteria for evaluating the President and Chief Executive Officer, and submit recommendations to the Board concerning compensation, within parameters set by the government, where appropriate;
• Contribute to the selection of Hydro‑Québec’s executives, with the exception of the President and Chief Executive Officer, and of the most senior officer of each of the company’s wholly owned subsidiaries and make recommendations to the Board of Directors in this regard;
• Examine and recommend that the Board of Directors approve the structure of Hydro‑Québec’s senior management as well as descriptions of the duties of its executives;
• Recommend that the Board of Directors approve a management succession planning program for Hydro‑Québec and ensure follow-up;
• Support equity, diversity and inclusion within the company;
• Review performance indicators and culture and talent trends;
• Hold strategic discussions on talent and culture, particularly pertaining to attraction, retention and development of strategic talents;
• Oversee business risks resulting from its responsibilities and coordinate their integration into the consolidated portfolio of business risks with the Audit Committee;
• Review the relevance of its mandate and assess its effectiveness and performance, as often as deemed useful, in collaboration with the Governance and Social Responsibility Committee;
• Receive all reports associated with its mandate, including the corporate ombudsman’s report;

Perform all other mandates assigned by the Board of Directors.

Investments and Financial Affairs Committee

• Paul Stinis, chair
• Sophie Brochu
• Jacynthe Côté
• Marco Dodier
• Luc Doyon
• Claude Séguin

The mandate of the Investments and Financial Affairs Committee is as follows:

Regarding the Company’s financial affairs

Advises the Board of Directors and its members on Hydro‑Québec’s guidelines, policies, strategies and general objectives regarding the business plan and the resulting annual budget and any other related matter, as well as the long-term outlook regarding capital allocation and investment programs (including their impact from a financial perspective and on rates).

Regarding Investment and business development projects

Provides its opinion to the Board of Directors and its members on Hydro‑Québec’s guidelines, policies, strategies and general objectives concerning:

• The electricity supply plan;
• Major investment projects (excluding digital technology projects under $200 million), equity acquisition projects or those involving the commercialization of technologies—at least one joint meeting with the Digital Technologies Committee will take place each year to review the major projects in the consolidated investment portfolio (including their financial impacts, in particular with regard to expenses);
• Strategic plans and business plans, as well as reports by subsidiaries operating internationally and in the field of the energy transition;
• The strategic component of the research and development program.

The committee’s responsibilities also include the following:

• Oversee business risks resulting from its responsibilities and coordinate their integration into the consolidated portfolio of business risks with the Audit Committee.
• Review the relevance of its mandate and assess its effectiveness and performance, as often as deemed useful, in collaboration with the Governance and Social Responsibility Committee.

Perform all other mandates assigned by the Board of Directors.

Digital Technologies Committee

• Anne-Marie Croteau, chair
• Geneviève Biron
• Sarin Boivin-Picard
• Sophie Brochu
• Jacynthe Côté
• Hanane Dagdougui
• Dominique Fagnoule

The mandate of the Digital Technologies Committee is as follows:

• Provides its opinion to the Board of Directors and its members on Hydro‑Québec’s guidelines, policies, strategies and general objectives concerning:
  • The strategic alignment of digital technologies and their strategic coherence with Hydro‑Québec’s operational technologies;
  • Planning and development of digital and operational technologies in response to industry trends;
  • Cybersecurity and protection of personal information, as well as the effectiveness of the continuity plan;
  • Data valorization and protection;
  • The financial commitments to ensure the development and implementation of information technology infrastructures and systems;
  • Follow-up on major digital technology projects and initiatives that are identified.
• Oversee business risks resulting from its responsibilities and coordinate their integration into the consolidated portfolio of business risks with the Audit Committee.
• Review the relevance of its mandate and assess its effectiveness and performance, as often as deemed useful, in collaboration with the Governance and Social Responsibility Committee.

Perform all other mandates assigned by the Board of Directors.