H-5 - Hydro-Québec Act

Full text
7.2. The functions of the board of directors also include
(1)  adopting the strategic plan;
(2)  approving the capital plan, the operating plan, the financial statements, the annual report and the annual budget of the Company;
(3)  approving the governance rules of the Company;
(4)  approving the code of ethics applicable to the board members and the codes applicable to the officers appointed by the Company and to the employees of the Company and of its wholly-owned subsidiaries, subject to a regulation made under sections 3.0.1 and 3.0.2 of the Act respecting the Ministère du Conseil exécutif (chapter M-30);
(5)  approving the expertise and experience profiles to be used in appointing board members;
(6)  approving the criteria for evaluating board members and those applicable to the president and chief executive officer;
(7)  approving the criteria for assessing the performance of the board;
(8)  establishing policies for management of the risks associated with the conduct of the operations of the Company;
(9)  making sure that the audit committee exercises its functions properly;
(10)  determining delegations of authority;
(11)  approving, in accordance with the applicable legislative provisions, human resources policies, as well as the standards and scales of remuneration, including, where applicable, a variable pay policy, and other conditions of employment of employees and officers appointed by the Company;
(12)  approving the succession planning program for officers appointed by the Company;
(13)  approving the appointment of officers other than the president and chief executive officer, and that of the most senior officer of each wholly-owned subsidiary of the Company;
(14)  approving human resources policies, as well as the standards and scales of remuneration, including a variable pay policy, if any, and other conditions of employment of the employees and officers of each wholly-owned subsidiary of the Company; and
(15)  adopting measures to assess the effectiveness and performance of the Company, including benchmarking against similar enterprises; such measures are to be carried out every three years by an independent firm.
2006, c. 59, s. 52.