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Hon. Jean Bazin, Q.C.
Chairman (since September 12, 2007)
Pierre Shedleur, FCA
President and General Manager
Société générale de financement du Québec
Luisa Biasutti
Vice-President, Legal Affairs, Group T.E.Q.
Jean Bienvenue
President and Chief Executive Officer, Frigo Royal
Gilles Demers
Québec Deputy Minister
Economic Development, Innovation and Export Trade
José P. Dorais
Partner, Miller Thomson Pouliot, LLP
Diane Lanctôt
President, Lanctôt Ltd.
John LeBoutillier
Chairman, Industrial Alliance Insurance and
Financial Services Inc.
Monique Mercier
Executive Vice-President, Law and Human Resources
Emergis (a TELUS Group company)
Ashok K. Narang
Former Chairman and Chief Executive Officer, Papier Masson
Richard J. Renaud
Chairman and Managing Partner, Wynnchurch Capital
Chairman, St. Mary's Hospital, and Chairman, Pethealth Inc.
Stephen Rosenhek
Co-managing Partner, RSM Richter Inc.
Madeleine Roy
Lawyer, Lavery, de Billy, LLP
Click here to consult the biographical data on the members of SGF’s Board of Directors (PDF format )
SGF’s Board of Directors consists of nine to 15 members, including the Chairman and the President and General Manager, and all are appointed by the government.
It met 14 times in 2007 and its Committees held a total of 20 meetings.
The Board ensures that SGF’s management complies with its constituting statute and bylaws. It also ensures that the Company takes the necessary measures to achieve the objectives set out in its mission, namely to carry out economic development projects, with emphasis on the industrial sector, in co-operation with partners and on standard profitability conditions, in accordance with the economic development policy of the Québec government. The Board therefore approves SGF’s business plan and budget, as well as its financial statements and Annual Report.
As a result of the adoption of the Act respecting the governance of state-owed enterprises, which amended various provisions of the Act respecting SGF, including those pertaining to the governance of the Company as well as the role and composition of its Board of Directors, the directors have put in place measures related to corporate governance.
The remuneration of SGF’s independent directors is established by Order-in-Council 610-2006, as amended by Orders-in-Council 962-2006 and 763-2007.
The remuneration of SGF’s Chairman of the Board is set at $16,000, to which is added a lump sum of $750 for attendance at each meeting of the Board and its Committees.
The other members of the Board of Directors receive annual remuneration of $8,000, to which is added a lump sum of $500 for attendance at each meeting of the Board and its Committees. The members of the Board of Directors who serve as Chairman of the Audit Committee, the Governance and Ethics Committee or the Human Resources Committee receive an additional annual amount of $3,000.
Composition of the Committee
Chairman: Jean Bazin
Members: Jean Bienvenue, José P. Dorais and Diane Lanctôt
Since October 16, 2007, the Committee has consisted of the following members:
Chairman: José P. Dorais
Members: Jean Bienvenue, Diane Lanctôt and Luisa Biasutti
Number of meetings and attendance
The Committee met six times in 2007. The members’ attendance rate at the Committee meetings was 92%.
Activity report
The Committee continued to modernize SGF’s governance, a process begun in 2006. Pursuant to the (R.S.Q., c.-G 1.02), it developed, recommended the adoption of and secured approval from SGF’s Board of Directors for various codes of ethics, criteria, profiles and policies, including the following:
The Committee also completed the review of various documents concerning SGF’s internal management, which were approved by its Board of Directors on the Committee’s recommendation, including the functioning rules for the Committees of SGF’s Board of Directors, its general bylaws, the delegation of powers within SGF and the duties of its various decision makers.
The Committee regularly reviewed the list of directors of companies in which SGF or its subsidiaries have an interest, and the Committee approved the appointment of several outside directors, pursuant to the Policy on Designated Directors.
It also developed a grid describing the expertise and experience required of the members of SGF’s Board of Directors and reviewed the roles and responsibilities of all the people involved in SGF’s investments.
After each of its meetings, the Committee reported on its activities to the Board of Directors.
Composition of the Committee
Chairman: Richard J. Renaud, FCA
Members: Jean Bienvenue, Monique Mercier and Stephen Rosenhek
Number of meetings and attendance
The Committee met six times in 2007. The members’ attendance rate at the Committee meetings was 87.5%.
Activity report
The Committee reviewed the 2006 annual financial statements with the external auditors and recommended that the Board of Directors approve them. It also discussed with them their audit plan for SGF’s financial statements. Furthermore, on several occasions throughout the year, the Committee met with the external auditors without management being present.
With respect to internal audit, the Committee reviewed and approved SGF’s plan. It also reviewed a report on the assessment of the effectiveness of certain SGF internal control policies and procedures for 2007, prepared by a firm of chartered accountants.
The Committee reviewed the situation of the asset-backed commercial paper held by SGF and its subsidiaries, and submitted its recommendations to SGF’s Board of Directors.
Finally, the Committee assessed its role and responsibilities in light of the new operating rules adopted in 2007.
After each of its meetings, the Committee reported on its activities to the Board of Directors.
Composition of the Committee
Chairman: Jean Bazin
Members: John LeBoutillier and Ashok K. Narang
Since October 16, 2007, the Committee has consisted of the following members:
Chairman: John LeBoutillier
Members: Ashok K. Narang and Madeleine Roy
Number of meetings and attendance
The Committee met eight times in 2007. The members’ attendance rate at the Committee meetings was 92%.
Activity report
The Committee evaluated the performance of SGF’s President and General Manager in 2006. It also reviewed, for the same year, the evaluation of the performance of senior management he did. The Committee then recommended to the Board, for approval, the salary increases and the variable remuneration of the President and General Manager and each member of senior management. It also recommended to the Board, for approval, the corporate objectives as well as the individual objectives of the senior managers for 2007.
After assigning a remuneration consulting firm a mandate to appraise the variable-remuneration programs in effect, the Committee recommended certain changes to the Board for approval, to take the reference market into account. Under the Act respecting the governance of state-owned enterprises (R.S.Q., c.-G 1.02) and with the Board’s approval, the Committee submitted to the Québec government for approval the variable-remuneration policy applicable to SGF’s officers and employees.
The Committee carefully monitored the progress of SGF‘s staffing plan. It reviewed and approved or, as appropriate, recommended to the Board for approval the hiring and salary conditions of employees whose hiring is the responsibility of the Committee or of the Board. It also considered the matter of human resources retention so that SGF and its subsidiaries can meet their needs for qualified manpower.
SGF relies on highly competent employees, whom it recruits on markets for operations similar to its own. To attract such people, it must adopt a remuneration policy aligned with that of its reference market. In this way it can hope to attract, retain and motivate employees whose talent will enable it to achieve its business objectives in an environment where the demand for talent is strong and competition is intense.
Total remuneration at SGF consists of all components of an officer’s remuneration and normally includes base salary, the annual variable-remuneration program and the three-year variable-remuneration program, employee benefits programs, pension plans and other compensation.
SGF’s total remuneration program was developed in co-operation with experts and according to the recommendations issued by the Auditor General of Québec in June 2004. The program was established as a function of a reference market consisting of about 40 comparable companies.
Remuneration of the President and General Manager
The remuneration and other employment conditions of the President and General Manager are set by order-in-council no. 1097-2004 of the Government of Québec. In addition to his annual salary, he is a member of the group insurance plans for SGF’s senior officers, as well as the Retirement Plan for Senior Officials (RPSO) and the Supplementary Benefits Plan adopted by orders-in-council nos. 960-2003 and 961-2003, respectively.
The order-in-council also provides that the variable remuneration of the President and General Manager shall not exceed 30% of his base salary and that his three-year bonus for a given cycle shall not exceed 35% of his base salary.
Officers' Remuneration
An officer’s remuneration consists of the following:
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Base salary
The base salary of an officer falls within a salary structure aligned with the reference market. Salary is determined on the basis of the level of responsibility related to the position as well as the officer’s experience, expertise and performance.
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Variable remuneration
The variable-remuneration programs in effect at SGF, described below, are based on standard practice in this area. They are an integral part of officers’ total remuneration and link their remuneration to achievement of objectives related mainly to the Company’s performance and to a lesser extent individual performance.
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Annual variable-remuneration program At the beginning of each year, the Board of Directors approves the corporate objectives and the individual objectives of the President and General Manager. At the end of the year, as a function of the results obtained, it approves the total amount of variable remuneration for all officers and employees of SGF. This amount reflects mainly SGF’s achievement of corporate objectives, principally as regards its profitability.
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Three-year variable-remuneration program
The three-year variable-remuneration program is based on achievement of SGF’s profitability objectives over a moving three-year period to evaluate the results from a longer-term perspective.
Performance is determined according to the return on SGF’s equity in relation to the cost of funds of the Government of Québec, namely its five-year savings bonds.
Under this program, an officer is allocated, as applicable, an annual amount that corresponds to a percentage of base salary for each three-year cycle completed.
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Other compensation
Other compensation refers to perquisites (a car and the related operating expenses, parking, health care and professional consulting fees) and SGF’s contribution to the group insurance plan in effect for SGF employees.
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Pension plans
The SGF pension plan for senior management has two separate components: the basic plan (Supplemental Pension Plan for SGF Employees) and the supplemental plan (Supplemental Pension Plan for Senior Management). The pension payable under the two plans is equal to 2% of base salary, multiplied by the number of years of membership.
After each of its meetings, the Committee reported on its activities to the Board of Directors.
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