Governance practices
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
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.
Business administration skills
Development capital
Venture capital
Business financing
Financial markets
Portfolio management and strategy
Accounting and finance
Risk management
Strategic planning
Governance
Ethics and professional conduct
Compliance
Marketing and communications
Special consideration
Experience in entrepreneurship
Understanding of regional economic development issues
Experience on a board of directors
Knowledge of Desjardins Group
Knowledge of the cooperative movement
Expertise accredited by a professional title or governance training
Accounting designation in good standing
Chartered Business Valuator designation (CBV)
Adm. A. (Chartered Administrator), C.Dir (College of Corporate Directors) or ICD.D (Institute of Corporate Directors) designation
Representation and diversity
Gender parity
Age variety
Regional representation
Diversity
Regional distribution (region other than metropolitan communities)
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