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 101 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 14 members. Of this number, 12 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, required under the Hydro‑Québec Act: Governance and Customer Experience, Audit and Human Resources. In addition to these mandatory committees, as well as other committees to examine particular issues or ensure sound management of the Company, as authorized by the Act. All the committees report to the Board, sharing advice and recommendations.

Governance and Customer Experience

• Marco Dodier, chair
• Geneviève Bich
• Manon Brouillette
• Sarin Boivin-Picard
• Jean Marc Lechene

The President and CEO attends committee meetings as a guest.

The Governance and Customer Experience 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 Company’s operations
• 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 the legal persons in which Hydro-Québec directly or indirectly holds at least 90 % of the voting shares, 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 Board members, with the exception of the Chair and the President and CEO; 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 induction 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 Board members
• Recommend that the Board adopt the annual management report.
• 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
• 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
• Monitor the approach adopted by the Company in its relations with ist various stakeholders, including Indigeous communities, employees, the government, regulators and the general public

Regarding business intelligence

Ensure the Company develops a strategy regarding the use of business intelligence (including the use of quantitative and qualitative data and artificial intelligence) in order to improve data analysis and decision‑making while respecting ethical standards and legal and regulatory requirements.

Regarding customer experience

• Ensure that the Company develops an integrated strategy designed to support a customer experience that is aligned with the objectives set out in the Strategic Plan.
• Ensure that major initiatives are carried out in accordance with the Strategic Plan.
• Hold strategic discussions regarding the technologies used by management and proposed to customers.
• Ensure that the Company develops and rolls out customer loyalty strategies through the various programs offered to customers.
• Oversee the development and performance of energy efficiency programs in accordance with the Strategic Plan.

Regarding marketing and communications with customers

• Ensure that the Company develops and implements an effective communications and marketing plan in order to meet the strategic objectives.
• Review rate and marketing strategies, as well as their performance.
• Ensure that the Company develops a partnership plan in line with the brand vision and values.
• Ensure that annual budgets allocated to marketing activities and customer communications are adequate.

Regarding brand management and donations and sponsorships

• Ensure that the Company develops and implements a sponsorship and communications plan that meets the strategic objectives while continuing to reflect the Company’s values.
• Oversee strategies designed to strengthen, promote and protect the Hydro‑Québec brand, while remaining aligned with the Company’s values and strategic objectives.
• Review the communication strategies (including on social media platforms) to guarantee a positive and consistent image of Hydro‑Québec.
• Ensure that the approach adopted is designed to give Hydro‑Québec a voice that is distinct, aligned with the Company’s values and strategic objectives and sustainable over time.
• Examine the Social Responsibility Directive and the donations and sponsorships requiring Board approval as indicated in the Répertoire des pouvoirs de décision [list of decision‑making powers] and recommend that they be approved by the Board.

The committee’s responsibilities also include the following:

• Oversee business risks related to 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, when a director requires such services for their work
• Regularly review the trends and performance of the different aspects of its mandate, based in particular on key performance indicators (KPIs), and recommend any changes required to meet the objectives set out in the Action Plan 2035
• Carry out all other mandates assigned by the Board

Audit Committee

• Geneviève Brouillette, chair
• Manon Brouillette
• Victoria LaBillois
• Claude Séguin
• Paul Stinis

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 relative to Hydro‑Québec’s senior management
• Approve the semi-annual internal audit plan
• Carry out an annual evaluation of all internal audit operations and issue an 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 to the Board at least once every five years to assess internal audit operations and activities and issue an opinion on the conformity of those operations and activities with professional standards, as well on efficiency and economy

Regarding resource optimization

• Ensure that a plan regarding the optimal utilization of Hydro‑Québec’s resources is put in place, and follow up on its implementation —a plan for the optimal utilization of resources is a document that contains indicators set by the company to measure whether its strategic objectives are being met as well as progress made in this regard using the resources at its disposal
• Ensure the periodic follow-up of performance (value-for-money) 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
• 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

Regarding Pension Plan financial management

Gives 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, and 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 Independant 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
• Examine 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

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

• Finances and the annual financing program
• Borrowing and the management of Hydro‑Québec funds
• Insurance
• Banking matters
• Inflation, interest rates, currency rates and discount rate forecasts
• 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 related to the committee’s responsibilities as well as the risks that are not specific to any Board committee
• Ensure that the committees of the Board of Directors oversee the business risks related to the mandate entrusted to them by the Board, 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 monitor these issues
• Among the controls adopted by the committee to ensure implementation of the integrated enterprise risk management process, executives reporting directly to the President and CEO must ensure the implementation and maintenance of audit controls in the units that manage, so as to provide management with sufficient assurance of the following:
  • Asset protection
  • Effective and efficient operations of Company
  • Reliability of information used in decision making and financial reporting
  • Prevention and detection of errors and fraud
  • Compliance with internal by-laws and rules and external regulations

The committee’s responsibilities also include the following:

• Review any activity likely to be detrimental to Company’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 in writing on discovering operations or management practices that are unsound or that do not comply with the law or regulations or with the policies of the Company or the legal persons in which Hydro-Québec directly or indirectly holds at least 90 % of the voting shares (section 7.12 of the Hydro‑Québec Act)
• Review indicators and trends related to its mandate and recommend any necessary adjustments
• Carry out any mandate that the Board may entrust to it regarding the Company, one of its subsidiaries or a company of which holds shares in its capacity as trustee of the 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 Customer Experience Committee.
• Recommend that the Board approve delegations of authority of the President and CEO. In accordance with Resolution HA-146/2001, the President and CEO is authorized to delegate their authority to individuals who report to them based on their responsibilities. Those individuals are also authorized to delegate authority assigned to them at various levels in their unit
• Monitor legislative and regulatory developments that have significant impacts on the Company, as well as major legal files

Human Resources Committee

• Geneviève Bich, chair
• Manon Brouillette
• Anne-Marie Croteau
• Luc Doyon
• Victoria LaBillois

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 including those regarding health and safety
• Support the progress made in the area of occupational health and safety within the Company
• Recommend the standards and scales of remuneration to the Board, 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 CEO
• Recommend a candidate for appointment as President and CEO to the Board, for recommendation to the Québec government
• Develop and recommend criteria for evaluating the President and CEO, 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 CEO, and of the most senior officer of each of the company’s wholly owned subsidiaries and make recommendations to the Board in this regard
• Approve the structure and responsibilities of each group within the Company
• Recommend that the Board approve a management succession planning program for Hydro‑Québec and ensure follow-up
• Hold strategic discussions on talent and culture, particularly pertaining to attraction, retention and development of strategic talents
• Support equity, diversity and inclusion within the Company
• Receive the corporate ombudsman’s report

Regarding the environment and sustainable development

• Ensure the implementation of policies regarding the environment and sustainable development, including climate change
• Ensure responsible environmental management and compliance with applicable laws, regulations and guidelines
• Receive environmental incident reports, claims, opinions, investigations and prosecutions, regardless of origin
• Receive required reports and hold strategic discussions on climate change and sustainable development and provide the necessary recommendations in that regard to the Board
• Receive required reports and hold strategic discussions on matters of human health or public safety with respect to the Company’s facilities or operations and provide the necessary recommendations in that regard to the Board
• Receive required reports and hold strategic discussions on all other environment-related matters and provide the necessary recommendations in that regard to the Board

The committee’s responsibilities also include the following:

• Oversee business risks related to its responsibilities and coordinate their integration into the consolidated portfolio of business risks with the Audit Committee
• Review indicators and trends related to its mandate and recommend any necessary adjustments
• Receive all reports associated with its mandate
• Carry out all other mandates assigned by the Board
• Review the relevance of its mandate and assess its effectiveness and performance, as often as deemed useful, in collaboration with the Governance and Customer Experience Committee

Investment and Major Projects Committee

• Claude Séguin, chair
• Manon Brouillette
• Geneviève Brouillette
• Luc Doyon
• Jean Marc Lechene
• Paul Stinis

The President and CEO attends committee meetings as a guest.

The committee’s mandate is as follows:

Regarding the Company’s financial affairs

Advises the Board and its members on the capital allocations made in the Strategic Plan and the annual budget, as well as on the long-term outlook and investment plan (including its impact on the Company’s financial planning, funding needs, capital structure and rates).

Regarding capital investments and major projects

• Recommend that the Board approve the Integrated Energy Plan
• Recommend that the Board approve the Electricity Supply Plan
• Recommend that the Board approve the Investment Plan, which must be consistent with the Integrated Energy Plan
• Monitor the progress of the Investment Plan and the attainment of the performance targets of project and program portfolios
• Recommend that the Board approve capital projects and programs, as well as rate cases and regulatory matters for which it is responsible
• Monitor strategic or critical projects, particularly with regard to risks and benefits. Hold at least one meeting per year with the Digital Technologies Committee, in particular to review digital technology projects of $200 million or more
• Monitor business plans and obtain all relevant reports from commercial subsidiaries

The committee’s responsibilities also include the following:

• Oversee business risks related to 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 Customer Experience Committee
• Carry out all other mandates assigned by the Board of Directors

Digital Technologies Committee

• Anne-Marie Croteau, chair
• Sarin Boivin-Picard
• Manon Brouillette
• Hanane Dagdougui
• Marco Dodier

The President and CEO attends committee meetings as a guest.

The committee’s mandate is as follows:

• Give its opinion to the Board 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‑Qué;bec’s operational technologies
  • Planning and development of digital and operational technologies in keeping to industry trends
  • Cybersecurity and protection of personal information, as well as the effectiveness of the business continuity plan
  • Data governance, valorization and protection
  • Concerns and opportunities related to artificial intelligence
  • The Company’s digital and technological transformation
  • The financial commitments required to ensure the development and implementation of information technology infrastructures and systems
  • Follow-up on major digital technology projects and initiatives
• Oversee business risks related to 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 Customer Experience Committee
• Carry out all other mandates assigned by the Board