Board commissions and committees

The Desjardins Group Board of Directors creates a number of 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 membership and mandates 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.

This committee has the same functions and powers as the board of directors, with the exception of those which the board may reserve for itself or assign to another committee or commission.

Members

  • Guy Cormier, Chair
  • Serge Rousseau, Vice-Chair of the Board
  • Michel Tourangeau, Secretary of the Board
  • Neil Hawthorn
  • Nadine Groulx

This commission assists the board of directors with issues related to Desjardins Group's cooperative culture and the relationship between the Federation's governing bodies and the caisse network. The commission ensures the effective and efficient implementation of mechanisms for collaboration, participation and connection with the network. It also examines Desjardins Group's social and cooperative responsibility report and submits it to the board for adoption with any recommendations it may have.

Members

  • Nadine Groulx, Chair
  • Kateri Jourdain
  • Marie-Josée Lamothe
  • André Grenier

The Audit and Inspection Commission, established under the Act Respecting Financial Services Cooperatives, acts as the audit committee for the Federation's caisse inspection activities. It is composed entirely of independent directors and is chaired by an external director with a CPA designation.

The roles and responsibilities of the commission give its members a clear understanding of their oversight duties. It reviews all financial information, supervises the required reporting activities and plays a lead role in overseeing financial disclosure controls and assessing their accuracy.

The Audit and Inspection Commission has a direct line of communication with the Desjardins Group Monitoring Office, which oversees the internal audit of the Desjardins subsidiaries and components and the inspection of the 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 Monitoring Office 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. The Audit and Inspection Commission ensures the independence of the Desjardins Group internal audit sector and adopts its annual action plan.

Members

  • Johanne Charbonneau, Chair
  • Louis Babineau
  • Lisa Baillargeon
  • Stéphane Corbeil
  • Sonia Corriveau

Observers

  • Michel Doré, Chair, Risk Management Commission
  • Michel Magnan (Director, DGIG)
  • Robert St-Aubin (Director, DFS)

This commission'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. The commission also monitors compliance with Desjardins Group's risk appetite framework and examines the steps that need to be taken when established limits have been exceeded.

Members

  • Michel Doré, Chair
  • Stéphane Trottier
  • André Grenier
  • Marie-Josée Lamothe
  • Dominique Jodoin

Observers

  • Johanne Charbonneau, Chair, Audit and Inspection Commission
  • Neil Hawthorn
  • Claudia Champagne (Director, DFS)
  • Francine Côté (Director, DGIG)

Rapport de la commission Gestion des risques (in French only, PDF, 123 KB) - Cet hyperlien s'ouvrira dans une nouvelle fenêtre.

This commission supports the board in the following areas: governance and risk management of issues relating to human resources and overall compensation across Desjardins; creation and maintenance of the integration and skills development program for general managers, managers and employees; the senior management succession plan; creation and maintenance of the profile of general managers, managers and employees; annual salary recommendations, including incentive plans; the group insurance plan; changes to the pension plan; union relations; the management structure, etc. Its mandate does not include the terms of employment for the President and CEO.

Members

  • Guy Cormier, Chair of the Board
  • Serge Rousseau, Vice-Chair of the Board
  • Michel Tourangeau, Secretary of the Board
  • Marie-Eve Tremblay
  • Yvon Vinet

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

  • Serge Rousseau, Chair
  • Michel Tourangeau, Secretary of the Board
  • Marie-Eve Tremblay
  • Yvon Vinet

This commission supports the board of directors in applying and updating Desjardins Group's corporate governance framework and policy. It examines guidelines and reports issued by regulatory authorities. It also assists the board in applying its enhanced group profile. This commission oversees the selection process for the directors of Desjardins Group's subsidiaries, 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 also administers various policies, including the policy on the compensation of directors and BEPC members and the policy on Desjardins Group's commitment to sustainable development.

Members

  • Serge Rousseau, Chair
  • Lisa Baillargeon
  • Nadine Groulx
  • Guy Cormier