Composition of the Board of Directors

Qualification criteria

To sit on the board of directors, you must:

• Be a CRCD shareholder
• Be 18 or older
• Not have been declared incapable by a competent authority or been the subject of a judgment ordering the institution of tutorship, certifying a protection mandate or authorizing temporary representation
• Not be an undischarged bankrupt
• Not be prohibited by a competent authority to exercise this function
• Not have been convicted of an offence or criminal act involving fraud or dishonesty
• Not hold competing positions that are incompatible with CRCD activities and the role of director

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.

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