Sustainability Reporting Initiative
Board of Directors
The primary stewardship responsibility of the Board of Directors is to ensure Innergex’s long-term success.
The Board of Directors (the “Board”) supports Innergex in its mission to build a better world with renewable energy. Our commitment to 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, ethical considerations and stakeholders’ interests. The Board considers Corporate Social Responsibility (“CSR”) matters in all its decisions.
The Board, a group made up of nine independent members and two non-independent members, is charged with shaping the direction of the Corporation. Board members are elected every year. The Chair of the Board in an independent member.
As at May 12, 2020
|Non Independent members||—||2¹||2|
¹ There are two non-independent members including the President and Chief Executive Officer of the Corporation.
Three women (33.3%) and six men (66.7%) sit on the Board as independent directors. 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.
In 2019, 33% of Board members were women
The Board is composed of 11 members – 9 independent including the chair, and two non-independent, including one who serves as President and CEO of the Corporation.
Several internal committees, each composed of three independent members, provide ancillary advisory advice and recommendations to the main body. These committees include:
- The Corporate Governance Committee;
- The Audit Committee; and
- The Human Resources Committee.
The main role of the Corporate Governance Committee is to provide recommendations concerning corporate governance, board assessment, and the selection of nominees for election to the Board. The main roles of the Audit Committee are to maintain a relationship with the external auditor, oversee financial information and public disclosures, complaints regarding auditing matters, hiring policies, and review and assess management’s program of risk assessment. The main roles of the Human Resources Committee are to oversee the senior management compensation policies and practices, supervise the succession planning process for the senior management, and assess the overall human capital management strategy.
In 2019, there were eight Board meetings, six Audit Committee meetings, four Human Resources Committee meetings, and three Corporate Governance Committee meetings.
Innergex’s governance practices are formalized through a series of Charters for the Board and each of its committees, and through a series of Policies for the Corporation outlined in the Policy page.
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
The combined attendance
by directors at Board and Committee meetings
in 2019 was 98%
The Board is scrupulously composed of individuals who bring a wide array of demonstrated skills and expertise to oversee the business and the growth of the Corporation, guide management and properly manage the risks the Corporation is facing.
The Corporate Governance Committee is responsible for identifying and recommending to the Board suitable nominees for election to the Board. Members are selected based on their good business judgement, demonstrated experience, adherence to the highest levels of Corporate Social Responsibility, integrity, honesty, firm commitment to the interests of all shareholders and availability to devote sufficient time to their duties as a Board member.
In 2019, the Board added ESG Criteria to its Skills Matrix. This matrix identifies the key skills and areas of strength which it believes are important to oversee the business and the growth of the Corporation, guide management and properly manage the risks the Corporation is facing. 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).
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. Members are required to have experience and expertise in the fields of:
- Public Boards
- Renewable Power Industry
- Audit / Financial
- Human Resources / Compensation
- Operations / Maintenance / Construction / Engineering
- Health & Safety
- ESG Criteria
- Public Affairs and Regulatory / Communication
- Investment Banking / Financing
- Mergers and Acquisitions
- Strategic Planning
Detailed information on the Skills Matrix can be found in the Management Information Circular – Solicitation Of Proxies available in the Investors section of the website.
Average combined tenure
of all Board members on December 31, 2019
was 6.3 years
Board member training
New directors attend orientation and training sessions provided by various members of senior management. They are provided with extensive information on the Corporation’s business, its strategic and operational business plans, corporate objectives, operating performance, corporate governance philosophy and financial position. The Board further ensures that nominees for new directors fully understand the role of the Board and its Committees and the contributions that individual directors are expected to make.
Members of the Board conduct their duties by remaining constantly informed of emerging and evolving issues, opportunities and risks not only within the industry but with any regulatory changes that pertain to our business. As such, they are routinely provided with continuing educational tools and resources to ensure they are ready for the most thoughtful and diligent decision-making process and are equipped to anticipate and manage risks to ensure the Corporation can continue to generate sustainable, long-term returns.
In 2019, Board members were provided with the following continuing education activities:
- Presentation on Climate Change on December 16, 2019
- Presentation on Innovation: Batteries and other technologies on December 16, 2019
- Visit to the Phoebe solar project in Texas on November 12, 2019
- Presentation on methods of Directors’ compensation by external consultants on October 22 and November 4, 2019
- Presentation on Corporate Governance recent developments and trends on October 22, 2019
The Corporation also subscribes to a Global membership for the Board with the Institute of Corporate Directors. This membership ensures that the Corporation’s directors benefit from and have access to quality up-to-date information, tools and training and corporate governance issues.
Our Majority Vote Policy provides the accountability and guidance with respect to the majority voting requirements for the election of directors, including the resignation process. At the Annual General Meeting, shareholders vote on each director individually.
Read our Majority Vote Policy
Information security is an essential function that allows us to conduct our daily business activities with the confidence that our perimeter is properly protected. Our Information Technologies (IT) department employs a comprehensive cybersecurity program guided by IT Security Policies, standards, procedures and guidelines which frame the protection of all our assets and work diligently to promote an internal culture that educates employees and promotes awareness.
The IT Security Program establishes the information security requirements for the protection of all Innergex information and system assets. It also ensures all employees are aware of associated risks involved in the online management of our business especially as a considerable portion of it is done remotely due to the nature of our activities. All employees are encouraged to read the corporate Information Security Policy carefully in order to familiarize themselves with its content to ensure an understanding of information security risks and their responsibilities at Innergex.
The Audit Committee periodically receives reports from the IT department on security posture and cyber risk management.
Preventing Corruption and Bribery
Achieving high standards of ethical behaviour at Innergex means that neither an employee, director, Board member or third-party acting on its behalf will engage, directly or indirectly, in bribery, kick-backs, payoffs, extortion, fraud, embezzlement, money laundering, illegal financing of political parties, facilitation payments or any other illegal or fraudulent business practices. The Anti-Corruption and Anti-Bribery Guidelines outline the rules in place to ensure team members act in accordance with Innergex’s core values and expectations while complying with applicable anti-bribery or anti-corruption laws. The use of the Corporation’s funds or assets, as well as the use of personal funds or assets, for any unlawful, improper, or unethical purpose is strictly prohibited. There are also very strict rules for the giving or receiving of gifts, entertainment or charitable donations; relations with public officials; and the conduct of third-party representatives. These guidelines are reviewed every year by the Board.
The Board has three standing committees, the Audit Committee, the Corporate Governance Committee and the Human Resources Committee. Each committee has a separate set of roles and responsibilities to carry out the Corporation’s long-term vision. Each committee is governed by a Charter which ensures both effective decision-making and collaboration within the Board Committees. The Charters are tools used to clarify accountabilities, establish expectations and develop metrics to ensure the long-term success of the Corporation.
The Audit Committee’s responsibilities include maintaining a relationship with the external auditor; overseeing financial information and public disclosures; complaints regarding auditing matters; hiring policies; succession planning; and review and assess management’s program of risk assessment. The role of the Committee is to oversee the compliance of the Corporation with respect to applicable governmental and authorities’ legislation and regulation pertaining to financial information disclosure; adequacy of the accounting principles and decisions regarding the presentation of financial statements; fair presentation of the Corporation’s financial situation in its quarterly and annual financial statements; timely disclosure of relevant information to shareholders and to the general public; and implementation of efficient internal controls for all of the Corporation’s transactions and review of such controls on a regular basis.
The Corporate Governance Committee’s primary responsibility is to submit, to the Board, recommendations concerning corporate governance, board assessment and, together with the Chair of the Board, the selection of nominees for election to the Board. The Committee’s role is to develop a set of corporate governance documents, including Code of Conduct, policies and procedures; assess the Corporation’s governance; identify, recruit and recommend nominees for election as directors to the Board; and oversee the assessment of the Board and its Committees, and review the Board and its Committees’ compensation.
The Human Resources Committee oversees Management’s succession planning. At least once a year, the Human Resources Committee reviews the progress, examines any gaps in the succession plan, reviews the development plan of each identified potential successor as well as the different scenarios to efficiently address any emergency replacement events. The Human Resources Committee meets at least once a year with the President and Chief Executive Officer and other officers to review the succession plan and identify the development needs of qualified internal candidates for filling potential future openings in key positions. The Committee also evaluates compensation matters for senior management.