Sustainability Reporting Initiative
Board of Directors
The primary stewardship responsibility of the Board of Directors is to ensure Innergex’s long-term success.
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 Innergex Board of Directors, a group made up of eight independent members and one non-independent member, is charged with shaping the direction of the Corporation. Environmental, Social and Governance (“ESG”) standards have been integrated in the decision-making process to better manage risk, monitor and report our environmental performance, and generate sustainable, long-term returns. Board members are elected every year. The Chair of the Board is an independent member.
As at March 31, 2019
* The only non-independent member is 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.
There were a total of 8 Board meetings, 5 Audit Committee meetings, 3 Corporate Governance Committee meetings and 4 Human Resources Committee meetings held in 2018, with a combined attendance by sitting directors of 100%.
Charter of the Board of Directors prescribes the role of the Board of Directors 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 Board of Directors 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.
The Corporate Governance Committee developed a skills matrix to identify 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.
Detailed information on the Skills Matrix can be found in the Notice Of Annual And Special Meeting Of Shareholders
And Management Information Circular – Solicitation Of Proxies available in the Investors section of the website.
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.
Additionally, presentations to the Board are made by Management and external consultants from time to time to educate and keep Board members informed of changes within the Corporation and of regulatory and industry requirements and standards.
In 2018, Board members were provided with the following continuing education tools and activities:
- Presentation on Innovation: Battery and Storage Technology on August 13, 2018
- Overview of the Governmental Affairs Landscape on August 13, 2018
- Visit of the Innovation Center of Telus Corporation in Vancouver on August 13, 2018
- Presentations on Corporate Governance recent developments and trends on March 26 and September 26, 2018
- Presentation on Environmental, Social and Governance Factors provided by external consultants on November 13, 2018
- Training Program on the prevention of harassment in the workplace provided by an external consultant on November 13, 2018
- Renewable Energy Market evolution and Trends and Innovation on December 5, 2018
The Corporation also subscribes to a Global membership 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.
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
Achieving high standards of ethical behaviour at Innergex means that neither an employee, executive, 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 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 of Directors of Innergex.
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 of Directors Committees. The Charters are tools used to clarify accountabilities, establish expectations and develop metrics to ensure the long-term success of Innergex Renewable Energy Inc.
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 full Board, recommendations concerning corporate governance, board assessment and, together with the Chairman 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.