4.2. Persons qualify as independent persons if, in the opinion of the board of directors, they have no direct or indirect relationship or interest, for example of a financial, commercial, professional or philanthropic nature, that might compromise their judgment as regards the interests of the Société.
A person is deemed not to be independent if that person (1) is, or was in the three years prior to being elected or appointed,
(a) an employee or officer of the Société, one of its subsidiaries, a credit union that is a member of the Fédération des caisses Desjardins du Québec or a subsidiary of the Fédération, unless the person is an officer solely because the person is a member of the board of directors of a legal person referred to in this subparagraph a, or
(b) an employee, officer or director of the Fédération des caisses Desjardins du Québec or a legal person or partnership that has a business relationship with the Société;
(2) is a director of one of the subsidiaries of the Fédération des caisses Desjardins du Québec; or
(3) has an immediate family member who is an officer of the Société or of an employer referred to in subparagraph 1.
The board shall adopt a policy to determine whether a person in a situation submitted to it qualifies as an independent person.
The sole fact that a person is, or was in the three years prior to being elected or appointed, a director of a credit union that is a member of the Fédération des caisses Desjardins du Québec does not prevent the person from qualifying as an independent person.
“Officer” and “subsidiary” have the meanings assigned to them by the Securities Act (chapter V-1.1). In addition, a person’s immediate family members are the person’s spouse, father, mother, child, brother, sister, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, or any other person who shares that person’s dwelling, except an employee of that person.