Board commissions and committees

The Board creates committees and commissions and defines their mandates in order to support and streamline its guidance, planning, monitoring and control activities. These commissions and committees are made up entirely or almost entirely of independent parties. At the end of each meeting, these commissions and committees hold closed-door sessions which members of management do not attend, except for the Chair of the Board and CEO (unless this individual's recusal is necessary for independence reasons). The composition and mandate of these commissions and committees are reviewed annually. Any work carried out by a commission or committee is documented in a report, which is presented at the next Board meeting, and the commission or committee chair gives Board members a summary of the issues discussed.

In principle, this committee has the same functions and powers as the Board, with the exception of those which the Board may reserve for itself or assign to another committee or commission. The scope of this committee's mandate is limited to matters pertaining to the Federation's powers of intervention at the caisse level and the review of certain financial commitments so that strategic decisions remain the responsibility of the Board.

Members

  • Guy Cormier, Chair
  • Luc Bachand, ICD.D
  • Dominique Jodoin
  • Maryse Lapierre, ASC
  • Serge Rousseau

This commission assists the Board with issues related to Desjardins's cooperative and democratic culture as it pertains to our mission and values and their consideration in commercial and management practices. It ensures the effective and efficient implementation of mechanisms for collaboration, participation and connection with the network.

Members

  • Maryse Lapierre, ASC, Chair
  • Jordan Baril-Furino
  • André Grenier
  • Nadine Groulx
  • Dominique Jodoin
  • Patricia-Ann Sarrazin-Sullivan

Observer

  • Kathleen Bilodeau (GM)

The Audit and Inspection Commission (AIC), established under the Act respecting financial services cooperatives, acts as the audit committee for the Federation's caisse inspection activities. Its members are all independent directors, including 2 representatives from Desjardins's insurance subsidiaries (Desjardins Financial Security Life Assurance Company and Desjardins General Insurance Group) and an observer who can participate in deliberations but cannot propose, second or vote on any recommendations made to the Board. Its chair is an independent director who is an FCPA.

The roles and responsibilities of this commission have been defined to give its members a clear understanding of their control and reporting oversight duties. It reviews all financial information, supervises the required reporting activities and plays a lead role in overseeing internal controls for financial disclosure and assessing their accuracy. It has a direct line of communication with the Desjardins Group Monitoring Office (DGMO), which oversees the internal audit of Desjardins subsidiaries and components and the inspection of Quebec and Ontario caisses. It also has a line of communication with the external auditors, should the need arise to discuss and review any issues. The commission also oversees the organization's cultural shift, where the focus is on doing what's best for our members and clients.

The DGMO provides independent opinions on the management of the caisses. Through its inspections, it monitors the risks associated with network activities and determines whether these risks are being managed according to sound and prudent practices and in compliance with applicable legislation, regulations, standards and rules of conduct. Functionally, the Chief Monitoring Officer reports to the AIC. Administratively, this person reports to the President and CEO of Desjardins Group. The commission works with the Federation's Board of Ethics and Professional Conduct (BEPC) to ensure the independence and objectivity of the internal audit function, which is fulfilled by the DGMO. The commission must issue an annual notice to the BEPC confirming that the Chief Monitoring Officer performed their internal audit duties without any obstruction from management. The commission also works with the BEPC to make a recommendation to the Board on appointing or removing the Chief Monitoring Officer as the person in charge of the internal audit function.

Members

  • Michel Magnan, ASC, Chair
  • Luc Bachand, ICD.D
  • Jean-François Laporte, ASC
  • Francine Côté, ASC
  • André Grenier

Representatives of the Insurance Subsidiaries

  • Robert St-Aubin (Director, DFS)
  • Clarence Turgeon (Director, DGIG)

Observer

  • Kathleen Bilodeau (GM)

The RMC's main role is to assist the Board with overall strategies and directions for risk management. It ensures the implementation of an integrated risk management framework, standards and policies that establish the rules for accepting, monitoring, managing and reporting the material risks that Desjardins is exposed to. It also monitors compliance with Desjardins's risk appetite framework and examines the steps that need to be taken when established limits have been exceeded.

Members

  • Louis Babineau, ASC, Chair
  • Dominique Jodoin
  • Elaine Lajeunesse, ICD.C
  • Jean-François Laporte, ASC
  • Paula Parhon, ASC
  • Patricia-Ann Sarrazin-Sullivan

External Members

  • Christine Sayegh Filgiano (Director, DFS)
  • Bernard Morency (Director, DGIG)

Observers

  • Michel Magnan, Chair, Audit and Inspection Commission
  • Richard Villeneuve (GM)

Report from the Risk Management Commission (in French only, PDF, 458 KB) - Cet hyperlien s'ouvrira dans une nouvelle fenêtre.

This committee, whose members are all independent directors, supports the Board with questions about compensation, working conditions, annual objectives and their assessment, and succession planning for the President and CEO.

Members

  • Serge Rousseau, Chair
  • Louis Babineau, ASC
  • Johanne Charbonneau, C. Dir.
  • Guy Cormier
  • Nadine Groulx
  • Denis Latulippe, ASC

External Member

  • Julien Ponce

This committee, whose members are all independent directors, is mandated to make recommendations to the Board regarding the President and CEO's remuneration, working conditions, annual objectives and performance review.

Members

  • Johanne Charbonneau, C. Dir., Chair
  • Louis Babineau, ASC
  • Nadine Groulx
  • Denis Latulippe, ASC
  • Serge Rousseau

External Member

  • Julien Ponce

This commission supports the Board in applying and updating Desjardins's corporate governance, sustainable development and responsible financing framework. The CGRFC examines guidelines and reports issued by regulatory authorities. It also assists the board in applying its enhanced group profile. It oversees the performance review program for members of the Board and its commissions and committees, as well as the integration and skills development program for Federation directors. It administers various policies, including the Governance Policy, Desjardins Group Officer Compensation Policy, the Policy Governing the Integrity and Competency of Directors of the Federation, Its Subsidiaries and Members of the Board of Ethics and Professional Conduct, and the Desjardins Group Sustainable Development Policy.

Members

  • Johanne Charbonneau, C. Dir., Chair
  • Lisa Baillargeon, ICD.D
  • Guy Cormier
  • Nadine Groulx
  • Michel Magnan, ASC
  • Serge Rousseau