Governance and Board of Directors

Article 5 of the Loi sur la Société du Centre des congrès de Québec stipulates that it is the government that appoints directors, taking into account the Board-approved Director’s competencies and experience.

The Board of Directors is comprised of 11 members, including the President and CEO of the organization. At least three members are appointed after consultation with the community’s representative organizations. The law also provides that administrators are paid. (a. 3.4 de la Loi sur la gouvernance des sociétés d’État)

The CEO’s compensation is set by the government ). (a. 3.4 de la Loi sur la gouvernance des sociétés d’État). The Chairman of the Board is responsible for the evaluation of the CEO’s performance. In doing so, the Chairman is supported by the Human Resources Committee. The evaluation is forwarded to the Secrétariat aux emplois supérieurs and the government decides whether or not there will be a bonus for the top corporate executives.

The Board of Directors’ composition must also meet the requirements of the Loi sur la gouvernance des sociétés d’État. Thus, at least 2/3 of the Directors must have an independent status with the exception of the CEO, at least one member of the Audit Committee must be a member of a professional accounting organization, and gender parity must be maintained. Lastly, the cultural identity of the members must reflect the different components of Quebec society and at least one member must be 35 years of age or younger at the time of appointment.

When a Director’s term expires or they resign, the Governance and Ethics Committee reviews nominations based on the competency profile approved by the Board of Directors and makes recommendations to the Board. These recommendations are then forwarded to the Minister responsible for the Corporation, who forwards them to the government that is responsible for the appointments.

In cases where there would be a repeated absence constituting a vacancy within the meaning of the Loi sur la Société et du Règlement sur l’exercice des pouvoirs et la régie interne, it is filled according to the appointment rules outlined above.