Sustainability Reporting Initiative
Governance > Board of directors
The Board of Directors (the “Board”) supports Innergex in its mission to build a better world with renewable energy. Innergex believes the three pillars of sustainability – environmental protection, social development and economic development – are mutually reinforcing. Its mandate is to oversee the management of the business and affairs of the Corporation with a view to evaluating, on an ongoing basis, whether its resources are being managed in a manner consistent with shareholder value enhancement, environmental responsibility, ethical considerations, and stakeholders’ interests. The Board considers Environmental, Social, and Corporate Governance (ESG) matters in all decisions.
The Board of Directors oversees the management of the business and affairs of the Corporation with a view to taking into account, in particular, ethical and ESG considerations and shareholders’ interests.
As at December 31, 2021
1 There are two non-independent members including the President and Chief Executive Officer of the Corporation.
2 There was one non-independent member, the President and Chief Executive Officer of the Corporation.
Director independence is determined within the meaning of the Canadian Securities Administrators’ Regulation 58-101 – Respecting Disclosure of Corporate Governance Practices. The Chair of the Board of Directors is independent.
of all Board members combined on December 31, 2021 was
1. Excluding Michel Letellier.
Gender Diversity (independent members)
Board Remuneration (in Canadian dollars)
As at December 31
|Directors’ Base Compensation1||$94,000||$87,000|
|Chair of the Board2||$190,000||$190,000|
|Chair of the Audit Committee||$31,000||$31,000|
|Chair of the Human Resources Committee||$26,500||$22,000|
|Chair of the Governance Committee||$22,000||$22,000|
|Committee Members – Audit3||15,500||$15,500|
|Committee Members – HR3||13,500||$11,500|
|Committee Members – Governance3||$11,500||$11,500|
1 These fees cover up to eleven (11) Board meetings and all committee meetings held in the year. For Board meetings exceeding the ten (10) meetings threshold, an attendance fee of $2,000 per meeting was paid.
2 All inclusive. No attendance fees or fees for other chair functions are paid to the Chair of the Board.
3 In the event that two significant committee meetings are added to those already scheduled on the regular calendar, the Governance Committee will decide and make the necessary recommendations to the Board on the possibility of paying the Directors an additional amount for their participation in subsequent meetings.
At December 31, 2021, the Innergex Board of Directors was composed of ten (10) members – eight (8) independent including the Chair, and two non-independent, including the President and CEO of the Corporation. Board members are recruited for their experience, skills, expertise and commitment to sustainable development. Three committees, each composed of independent members and chaired by experts in each committee’s purview, provide ancillary advice and recommendations to the Board of Directors.
Board and Committee Meetings
|Type||Number of meetings||Attendance||Number of meetings||Attendance||Number of meetings||Attendance|
The combined attendance
at Board and Committee meetings was
100% in 2021
Innergex’s governance practices are formalized through a series of Charters for the Board of Directors and each of its committees, and through a series of Policies for the Corporation.
Charter of the Board of Directors prescribes the role of the Board in the management of the business and affairs of the Corporation with a view to evaluate, on an ongoing basis, whether the Corporation’s resources are being managed in a manner consistent with enhancing shareholder value, ethical considerations and stakeholders’ interests. The Board establishes the overall policies for the Corporation, monitors and evaluates the Corporation’s strategic direction, and retains plenary power for those functions not specifically delegated by it to its Committees or to management.
Among other things, the Charter describes the responsibilities of the Board in matters of:
- Strategic planning
- Human resources and performance assessment
- Financial matters and internal control
- Risk management
- Corporate governance
- Health, safety and environment
Oversees the compliance of the Corporation with respect to applicable governmental and other authorities’ legislation and regulations pertaining to financial information disclosures including maintaining a relationship with the external auditor overseeing financial information and public disclosures complaints regarding auditing matters reviewing and assessing management’s program of risk assessment.
Corporate Governance Committee
Identifies, recruits and recommends nominees for election as directors to the Board; recommends to the Board the compensation of the members of the Board; and oversee the assessment of the Board, its Chair, its chairs of the committees, its committees and individual members; develops and ensures the implementation of a set of corporate governance documents, including Code of Conduct, policies and procedures; assesses the Corporation’s governance; oversees and monitors the environmental, safety and corporate social responsibility vision and strategies; and oversees the Environmental, Social and Governance performance of the Corporation.
Human Resources Committee
Oversees the senior management compensation policies and practices and seeks to ensure such policies are designed to recognize and reward performance and establish a compensation framework which is industry competitive and which results in the creation of shareholder value over the long-term; supervises the succession planning process for the senior management team; and oversees the overall strategy with respect to human capital management such as, among others, recruitment, talent development, workforce planning, employee mobilization and satisfaction.
Board Skills Matrix
The Governance Committee ensures that the skills required to oversee and grow the Corporation with good governance are found in all Board members. They are not only selected based on their good business judgment, demonstrated experience, adherence to the highest levels of Corporate Social Responsibility, high level of integrity, honesty, and firm commitment to the interests of the Corporation, but also for the diverse and extensive skills they bring to the table.
The Board is composed of professionals who bring a wide array of skills and expertise to oversee the growth of the Corporation, guide management, and manage the risks the Corporation is facing.
The Skills Matrix identifies the key skills and areas of strength that are important to bring to the table. The ESG Criteria define Board or management experience in, or understanding of, environmental policies, managing and evaluating environmental risks and sustainable development (for the Environment criteria); relationships with employees, communities and partners (for the Social criteria); and governance/corporate responsibility practices with a public company or other major organizations, particularly a culture of accountability and transparency (for the Governance criteria).
Board members must have an appropriate mix of skills, knowledge and experience in business and an understanding of the geographical areas in which the Corporation operates including:
- Renewable Power Industry
- Accounting/ Audit/Financial
- HR / Compensation
- Operations / Maintenance / Construction / Engineering
- Health and Safety
- ESG Criteria
- Public Affairs and Regulatory
- Investment / Financing
- Mergers and Acquisitions
- Strategic Planning
- Innovation and Technological
- Information Technology (including Information Security)
The matrix is reviewed annually and used by the Board as an additional tool to review the appropriateness of the composition of the Board, identify gaps, and review potential new candidates for appointment to the Board.
Board Member Training
The Governance Committee ensures that the skills required to oversee and grow the Corporation with good governance are entrenched throughout the board members. Board members are not only selected based on their good business judgement, demonstrated experience, adherence to the highest levels of Corporate Social Responsibility, high level of integrity, honesty, firm commitment to the interests of the Corporation, but also for the diverse and extensive skills they bring to the table. The Board is composed of professionals who bring a wide array of skills and expertise to oversee the growth of the Corporation, guide management, and manage the risks the Corporation is facing. The Skills Matrix identifies the key skills and areas of strength which are important to bring to the table. The ESG Criteria defines Board or management experience in, or understanding of, environmental policies, managing and evaluating environmental risks (for the Environment criteria); relationships with employees, communities and partners (for the Social criteria); and governance/corporate responsibility practices with a public company or other major organization, culture of accountability and transparency (for the Governance criteria).
In 2021, Board members were provided with the following continuing education activities:
- Presentation on hydrogen
- Impacts of extreme weather in Texas
- Corporate and industrial offtake
- Renewable energy credits
- Update on the US Infrastructure Act, Build Back Better Act and green hydrogen
- Returning to the workplace and vaccination
- Presentation on Corporate Governance recent developments and trends
The Corporation also subscribes to a Global membership for the Board with the Institute of Corporate Directors. This membership ensures that the Corporations’ directors benefit from and have access to quality up-to-date information, tools and training on corporate governance issues.