Members of the Board of Directors are subject to the Loi du ministère du Conseil exécutif and the Règlement sur l’éthique et la déontologie des administrateurs publics as well as the code adopted by resolution of the Company’s Board of Directors.
The Société du Centre des congrès de Québec rules of governance are defined by:
Board of Directors
Composition of the Board of Directors
Article 5 of the Loi sur la Société du Centre des congrès de Québec stipulates that it is the government that appoints directors, taking into account the Board-approved Director’s competencies and experience.
The Board of Directors is comprised of 11 members, including the President and CEO of the organization. At least three members are appointed after consultation with the community’s representative organizations. The law also provides that Administrators are paid. (a. 3.4 de la Loi sur la gouvernance des sociétés d’État)
The CEO’s compensation is set by the government (a. 3.4 de la Loi sur la gouvernance des sociétés d’État). The Chairman of the Board is responsible for the evaluation of the CEO’s performance. In doing so, the Chairman is supported by the Human Resources Committee. The evaluation is forwarded to the Secrétariat aux emplois supérieurs and the government decides whether or not there will be a bonus for the top corporate executives.
The Board of Directors’ composition must also meet the requirements of the Loi sur la gouvernance des sociétés d’État. Thus, at least 2/3 of the Directors must have an independent status with the exception of the CEO, at least one member of the Audit Committee must be a member of a professional accounting organization, and gender parity must be maintained. Lastly, the cultural identity of the members must reflect the different components of Quebec society and at least one member must be 35 years of age or younger at the time of appointment.
When a Director’s term expires or they resign, the Governance and Ethics Committee reviews nominations based on the competency profile approved by the Board of Directors and makes recommendations to the Board. These recommendations are then forwarded to the Minister responsible for the Corporation, who forwards them to the government that is responsible for the appointments.
In cases where there would be a repeated absence constituting a vacancy within the meaning of the Loi sur la Société et du Règlement sur l’exercice des pouvoirs et la régie interne, it is filled according to the appointment rules outlined above.
The Board and its Committees
In its decision-making, the Board of Directors has the support of three statutory committees. Their mandates are defined under the Crown Corporations Governance Act. All committee members have independent status.
- Audit Committee
- Human Resources Committee
- Governance and Ethics Committee
The Chair of the Board is an ex-officio member of all committees.
The Board and its Committees hold closed sessions at each of their meetings.
As part of its mandate, the Board of Directors has a budget to hire external consultants or experts, if it deems it appropriate.
In order for Directors to become familiar with their roles and to develop relevant skills, the Governance and Ethics Committee, based on the results of a survey, develops a continuing education proposal for the entire Board of Directors. A summary of the annual education/training is published in the annual report.