Governance
Directors play an essential role in the development and sustainability of CRCD. In addition to their personal obligations and responsibilities, they must possess, individually or collectively, several skills related to CRCD's business sectors.
Composition of the Board of Directors
In accordance with its constituting act, CRCD’s Board of Directors is made up of 13 directors comprising:
- 6 members appointed by the President of Desjardins Group
- 3 members elected by the shareholders
- 3 members appointed by the above 9 directors, one representing SMEs and the other, cooperatives
- 1 Desjardins Group Relations Director appointed by the other 12 directors
Elligibility criteria
Nominees for positions on the Board of Directors must:
- Be a shareholder of CRCD
- Be 18 or over
- Not be under tutorship or curatorship
- Not be an undischarged bankrupt
- Not be prohibited from acting as a director or found unfit by a competent authority
- Not have been found guilty of offences or criminal acts of fraud or dishonesty
- Not be or have been an employee or director of an entity or fund that is a competitor of CRCD, within the last three years
Group Profile and skills sought
Directors must have the capacity to help CRCD achieve its strategic priorities through their commitment, through their investment of time and their strategic insight and by promoting the economic development of their region, in particular as ambassadors in their business community and their region.
The group profile describes the skills and expertise sought, individually or collectively, for directors of CRCD, as well as the desired representativeness and diversity within the Board of Directors.
- Development capital
- Venture capital
- Business financing
- Capital markets
- Portfolio management or strategies
- Accounting and finance
- Risk management
- Strategic planning
- Governance, ethics and professional conduct
- Law or compliance
- Marketing and communications
- Experience in entrepreneurship
- Understanding of regional economic development issues
- Experience on a board of directors
- Knowledge of Desjardins Group
- Knowledge of the cooperative movement
- Accounting designation in good standing
- Chartered Business Valuator designation (CBV)
- C.Dir (College of Corporate Directors) or ICD.D (Institute of Corporate Directors) designation
- Gender parity
- Age variety
- Regional representation
- Diversity
Duties, obligations and responsabilities
In fulfilling their duties, directors are personally responsible for acting with prudence, diligence, honesty and loyalty, within the limits of their powers, in the best interests of CRCD.
In connection with this role, CRCD seeks the following personal qualities in its directors:
- Analytical skills
- Understanding of and commitment to CRCD’s mission and vision
- Ethical and professional behaviour
- Team spirit
- Political and strategic skills
- independent thinking
Directors must comply with the regulations applicable to them, in particular the provisions of the Civil Code of Québec, the Act constituting Capital régional et coopératif Desjardins, the Companies Act and the Securities Act, as well as the policies and guidelines implemented by CRCD.
Duties, obligations and responsibilities of the Borad of Directors
CRCD is a development capital investment fund that issues securities by way of a prospectus and is therefore subject to the Securities Act and certain of its regulations.
In accordance with the Act constituting Capital régional et coopératif Desjardins. and CRCD’s Bylaws, the Board of Directors has the general authority to manage the affairs of CRCD. More information is available in the prospectus and the annual information form.
The main duties of the Board of Directors include:
- Ensuring compliance with CRCD‘s mission, constituting act and any regulation which may be applicable to it
- Approving broad strategic directions, action plans, CRCD’s policies and the integrated risk management strategy
- Ensuring that risks with a significant impact on CRCD are managed by the various committees and that corrective measures are monitored when a risk exceeds its tolerance limit
- Ensuring the quality of the financial reporting and controls in place
- Adopting a Code of Professional Conduct, policies and effective, efficient and transparent governance practices
- Ensuring its decisions are carried out and reporting on its performance to shareholders
- Assessing CRCD’s performance on a regular basis
- Approving investment recommendations under it's responsibility in accordance with the decision-making process in effect and ensure follow-up on them
- Ensuring that CRCD’s manager, Desjardins Capital manages and operates in compliance with CRCD’s mission, strategic plan and values, including the directions and targets defined by them, and in keeping with the policies approved by the Board of Directors