Skip to content

Sustainability Reporting Initiative

Governance > 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. 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.

Board Composition

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, 2020

2020 2019 2018
Female Male Total Female Male Total Female Male Total
Independent 3 6 9 3 5 8 2 5 7
Non-Independent 0 2 22 0 1 11 0 1 11
Total 3 8 11 3 6 9 2 6 8
Average Age 58.3 63.3 62.0 58.0 64.0 62.2 55.0 63.3 61.5

1. There is one non-independent member, the President and Chief Executive Officer of the Corporation.
2. There are two non-independent members including 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.

Average tenure
of all Board members combined on December 31, 2020 was
4.61 years.1

1. Excluding Michel Letellier.

Gender Diversity (independent members)

  • Men
  • Women

Independence

  • Independent
  • Non-Independent

Board Remuneration (in Canadian dollars)

As at December 31

 

Compensation 2020
Directors’ Base Compensation 87,0002
Chair of the Board3 190,0001
Vice-Chair of the Board 10,000
Chair of the Governance Committee 22,000
Chair of the Human Resources Committee 22,000
Chair of the Audit Committee 31,000
Directors’ Base Compensation 15,5004
Committee Members – Other 11,5004

1. All inclusive. No attendance fees or fees for other chair functions are paid to the Chair of the Board.
2. These fees cover up to ten (10) 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 will be paid.
3. A board member was appointed to the position of Vice-Chair of the Board effective January 1, 2020. The Board did not have a Vice-Chair prior to such date.
4. 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.

Governance Structure

At December 31, 2020, the Innergex Board of Directors was composed of eleven (11) members – nine (9) independent including the chair, and two non-independent, including the President and CEO of the Corporation. 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

2020 2019 2018
type Number of meetings Attendance Number of meetings Attendance Number of meetings Attendance
Board 10 100% 8 98.6% 8 100%
Committee 14 100% 13 98.3% 11 100%

The combined attendance
at Board and Committee meetings was
100% in 2020

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

Audit Committee

Oversees the compliance of the Corporation with respect to applicable governmental and 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;
  • hiring policies; succession planning; and
  • reviewing and assessing management’s program of risk assessment.

Corporate Governance Committee

Provides recommendations concerning corporate governance, board assessment and, together with the Chair of the Board, the selection of nominees for election to the Board, as well as:

  • develop a set of corporate governance documents, including Code of Conduct, policies and procedures;
  • assess the Corporation’s governance;
  • oversee and monitor the environmental, safety and corporate social responsibility vision and strategies;
  • identify, recruit and recommend nominees for election as directors;
  • review the Board and its Committees’ compensation; and
  • oversee the assessment of the Board, its Chair, its committees and individual members.

Human Resources Committee

Oversees Management’s succession planning by reviewing the progress, examining any gaps in the succession plan, reviewing the development plan of each identified potential successor as well as the different scenarios to efficiently address any emergency replacement events. The committee also:

  • reviews the succession plan;
  • identifies qualified internal candidates for filling potential future openings in key positions;
  • evaluates compensation matters for senior management.

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. Board members 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 (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, 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
  • Legal
  • Mergers and Acquisitions
  • Strategic Planning

The matrix is reviewed annually and used by the Board as an additional tool to review the appropriateness of the composition of the Board, to 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 2020, Board members were provided with the following continuing education activities:

  • Presentation on Corporate Governance recent developments and trends
  • Presentation on Batteries
  • Update on Directors’ and Officers’ Duties in Uncertain Times
  • Presentation on Hydrogen and Storage
  • Presentation on Power Marketing

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.

Please note: On May 23, 2019, the Corporation announced completion of the sale of its wholly owned subsidiary Magma Energy Sweden A.B., which owns an equity interest of approximately 53.9% in HS Orka hf, owner of two geothermal facilities in operation, one hydro project in development and prospective projects in Iceland. As a result, they are not included in this document.