The Annual General Meeting of Shareholders is held within the four months following the end of CRCD’s fiscal year. The purpose of the meeting is to receive and consider the financial statements and independent auditor’s report, elect 2 directors, appoint the independent auditor and set its remuneration, consider and dispose of any business that may properly be brought before the meeting.
At least 21 days, but not more than 50 days, before the annual general meeting, each shareholder receives a notice of meeting accompanied by the summary of the audited financial statements as at December 31 and a reply card that allows them to obtain free copies of the Company’s full financial reports and activity report.
Shareholders who cannot attend annual general meetings may be represented by the proxy of their choice using the form of proxy included in the notice of meeting package.
Persons wishing to submit their nomination for one of the two elected directorships must obtain a nomination form according to the terms and conditions set out in the Opening of the Nomination Process memorandum sent in January to all shareholders.
All nominations must be endorsed by the signatures of ten (10) shareholders of CRCD on the nomination form.
CRCD’s Governance and Ethics Committee, made up of members independent of Desjardins Group and its components, determine whether forms are duly filled out within the required time, and whether nominees meet the eligibility criteria. In addition, a special committee is formed each year at the request of CRCD’s Board of Directors to review the nominees who qualify and to recommend two (2) nominees to CRCD in favour of whom CRCD will vote proxies received without shareholder voting instructions. This process ensures that the Board of Directors is composed of members with a broad mix of experience, expertise, training and geographic representation.
To be appointed or elected to the Board of Directors of CRCD and to remain a Director, members must:
- Be or become a shareholder of CRCD
- Be 18 or over
- Not be in tutorship or curatorship or declared incompetent by a competent authority
- Not have been found guilty of an offence or criminal act of fraud or dishonesty
- Not be an undischarged bankrupt
- Not have been judicially interdicted from acting as a corporate director
- Not be employed by or serving on the board of directors of a firm or fund that is a competitor of CRCD
The Directors oversee the management of CRCD. They have a fiduciary duty and must act in the best interest of CRCD. To do so, Directors must act with prudence and diligence and honesty and loyalty.