Governance policies and practices

Société générale de financement du Québec (“SGF”) is concerned about maintaining high standards and criteria as regards the behaviour and practices of any person involved in its operations, including members of its Board of Directors, members of senior management and personnel, as well as persons occupying such positions at its subsidiaries. As a state-owned enterprise, it considers rigour and transparency to be priority values that enable it to maintain the trust of its partners.

We believe that it is in the interests of all our partners to put in place rigorous policies and practices for governance, to monitor them and to improve them as necessary. The Board of Directors and its Committees as well as SGF senior management therefore see to the implementation of good practices and sound standards that all must comply with.

Board of Directors
SGF’s Board of Directors consists of a minimum of nine and a maximum of 15 members, appointed by the Québec government. These outstanding men and women, drawn from business, finance and public administration, have the required expertise to oversee the proper functioning of SGF’s business, in the best interests of its partner companies, personnel and financial and institutional partners, as well as the Québec government.

The Board of Directors approves SGF’s strategic plan and then submits it to the Québec government for approval.

The members of SGF’s Board of Directors are governed by the Regulation respecting the ethics and professional conduct of public office holders (c. M-30, r.0.1) as well as the SGF codes of ethics that apply to them.

Committees of the Board of Directors

• Executive Committee
  Consisting of at least three members appointed by the Board of Directors, but necessarily including the Chairman of the Board of Directors and the President and General Manager, the Committee exercises, between meetings of the Board of Directors and subject to the Act, the regulatory powers conferred on the Board of Directors, with the exception of those provided in SGF’s general bylaws.
• Governance and Ethics Committee
  Consisting of at least three members appointed by the Board of Directors, the mandate of this Committee is to advise the Board of Directors and its members on SGF’s strategic orientations, policies, strategies and general objectives in respect of governance and rules of ethics and professional conduct for the business of SGF and its subsidiaries and for their directors, designated directors, officers and employees.
• Audit Committee
  Consisting of at least three members appointed by the Board of Directors, this Committee assists the Board of Directors with such matters as:
  (i)   The quality and integrity of SGF’s financial statements
  (ii)   The competencies, performance and independence of SGF’s
         external auditors;
  (iii)   The implementation of adequate and effective internal control
         mechanisms;
  (iv)  Adoption and monitoring of a plan for optimal use of resources
         by SGF; and
  (v)   SGF’s compliance with legal and regulatory requirements.
  
• Human Resources Committee
  Consisting of at least three members appointed by the Board of Directors, this Committee ensures the adoption of policies on hiring, training and evaluation as well as the training, mobility and promotion of competent and dynamic management personnel. Moreover, the Committee studies and revises the remuneration policy so that it always complies with sound management principles and reflects the reality of the industry.
• SGF codes of ethics
  The code of ethics for the conduct of SGF’s business, the code of ethics applicable to the directors of SGF and its wholly owned subsidiaries, and the code of ethics applicable to the officers and employees of SGF and its wholly owned subsidiaries contain principles that take into account SGF’s mission, values and general management principles. SGF believes it is important to equip itself with standards and provisions pertaining to ethics and professional conduct that go beyond the applicable legislative, regulatory and contractual provisions, and constitute requirements to be respected by any person acting for and on behalf of SGF.

Award of contracts
SGF’s award of contracts for goods and services is subject to a formal policy. A copy of the policy can be obtained from the .