Annual General Meeting
As a shareholder, you are entitled to vote at the meeting to elect three directors and to transact any other business that may properly be brought before the meeting.
Annual general meeting
March 24, 2023
Election of 3 directors
At the CRCD Annual General Meeting, 3 directors must be elected by the shareholders, for a term of one-year or until their successors are elected or appointed.
Applications had to be received by CRCD before November 11, 2022, at 3 p.m. As there are more than three nominees, a secret ballot will be held and the election results will be published on the CRCD's website. Incumbents are eligible for re-election each year.
Directors play an essential role in CRCD’s development and sustainability. Beyond their personal commitments and responsibilities, directors must individually or collectively possess a number of skills associated with CRCD’s lines of business as indicated below in the section "Group profile and skills sought".
Given the scope of the functions a director performs and CRCD’s internal governance rules, the nominees for election had to detail their skills and different experiences to allow the shareholders and the Board of Directors may assess their eligibilty.
The nomination process is now complete.
Nominees had to complete the nomination form and forward it by email to Shareholder Relations at candidatures.CRCD@desjardins.com no later than 3:00 p.m. on November 11, 2022. The form had to be accompanied by a portrait photo.
By submitting a nomination form, shareholders authorize CRCD to carry out security and credit checks on them and verify their civil and criminel records.
Selection of three candidates
The Governance and Human Resources Committee reviews elligible nomination requests and recommends to CRCD three nominees for whom to vote proxies that contain no shareholder voting instructions.
When selecting the candidates. CRCD takes into consideration group profiles that ensure the Board of Directors is composed of members with a broad mix of experience, expertise, training and representation.
A summary of the nominee will be included in the notice of meeting sent to the shareholders for the Annuel General Meeting. Full nominee profiles will be available on CRCD's website as of March 1, 2023.
The results of the election will be announced at the Meeting and will be published on the website as of April 7, 2023.
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
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
- Independent thinking
- Political and strategic skills
- Community outreach
- Ethical and professional behaviour
- Understanding of and commitment to CRCD’s mission and vision
- Team spirit
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 Business Corporations Act and the Securities Act, as well as the policies and guidelines implemented by CRCD.
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.
Skills related to the administration of CRCD’s business
- Understanding of regional economic development issues, particularly in resource regions
- Knowledge of development capital
- Knowledge of venture capital
- Knowledge of business financing
- Knowledge of capital markets
- Knowledge of portfolio management or strategies
- Knowledge of accounting and finance
- Knowledge of risk management
- Expertise in business valuation
- Expertise in strategic planning
- Expertise in governance, ethics and professional conduct
- Expertise in law or compliance
- Expertise in marketing and communications
- Experience in entrepreneurship
- Knowledge of Desjardins Group
- Knowledge of the cooperative movement
- Experience on a board of directors
Expertise accredited by a professional title or governance training
- Accounting designation in good standing
- Chartered Business Valuator designation (CBV)
- C.Dir (College of Corporate Directors) or ICD.D (Institute of Corporate Directors) designation
Representation and diversity
- Majority of independent directors
- Gender diversity
- Age diversity
- Cultural diversity
- Diversity of regional representation
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. Given that its status implies, among other things, a rigorous compliance and risk management system and public disclosure requirements, shareholders are invited to consult its prospectus and 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 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