Board commissions and committees
The Board creates committees and commissions and sets out 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, the Board and these commissions and committees hold two closed-door sessions without members of management or observers: one with the President and CEO, and one without them. The composition and mandates for these bodies are reviewed annually. Any work carried out by the commissions and committees is documented in a factual report, which is presented at the next Board meeting. 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 mainly limited to issues involving the Federation's powers of intervention with respect to caisses and the review of certain financial commitments. This enables the Board to stay focused on strategic decisions.
Members
- Louis Babineau, Chair
- Luc Bachand, ICD.D
- Dominique Jodoin
- Maryse Lapierre, ASC
- Serge Rousseau
- Guy Cormier, Permanent Guest
Special Committee on the Transition of the Chair of the Board of Directors and the President and CEO
This committee is responsible for overseeing the execution of the transformation plan and the separation of the roles of Chair of the Board of Directors and President and CEO. It's responsible for implementing mechanisms to ensure sound governance and adequate management of the risks involved in the change. It also makes recommendations to the Board about the transition.
Members
- Johanne Charbonneau, C. Dir., Chair
- Louis Babineau, ASC
- Maryse Lapierre, ASC
- Michel Magnan, ASC
- Serge Rousseau
- Guy Cormier, Permanent Guest
The Audit and Inspection Commission (AIC) is established under the Act respecting financial services cooperatives and acts as the audit committee for the Federation's inspection activities. The AIC 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, which oversees the internal audit of Desjardins subsidiaries and components and the inspection of Quebec caisses and Caisse Desjardins Ontario Credit Union Inc. It also has a line of communication with the external auditors, should the need arise to discuss or review any issues. The AIC also ensures that Desjardins Group's internal audit function remains independent and adopts the internal audit charter and audit plan.
Members
- Michel Magnan, ASC, Chair
- Luc Bachand, ICD.D
- Francine Côté, ASC
- André Grenier
- Jean-François Laporte, ASC
Observer
- Kathleen Bilodeau (GM)
Representatives of the Insurance Subsidiaries
- Robert St-Aubin (Director, DFS)
- Clarence Turgeon (Director, DGIG)
This commission assists the Board with issues related to Desjardins Group's cooperative and democratic culture as it pertains to our mission and values and their consideration in commercial and management practices and our cultural shift. It ensures effective and efficient implementation of mechanisms for collaboration, participation and liaison with the network.
Members
- Maryse Lapierre, ASC, Chair
- Louis Babineau, ASC
- Jordan Baril-Furino
- André Grenier
- Paula Parhon, ASC
- Denis Latulippe, ASC
- Patricia-Ann Sarrazin-Sullivan
- Guy Cormier, Permanent Guest
Observer
- Kathleen Bilodeau (GM)
The Risk Management 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 and 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 Group's risk appetite framework and examines the steps that need to be taken when established limits are exceeded.
Members
- Dominique Jodoin, Chair
- Doryne Bourque, ASC
- Elaine Lajeunesse, ICD.C
- Jean-François Laporte, ASC
- Paula Parhon, ASC
- Patricia-Ann Sarrazin-Sullivan
- Guy Cormier, Permanent Guest
External Members
- Christine Sayegh Filgiano (Director, DFS)
- Bernard Morency (Director, DGIG)
Observers
- Michel Magnan, Observer and Audit and Inspection Commission Chair
- Richard Villeneuve (GM)
This commission supports the Board in applying and updating Desjardins Group's framework for corporate governance, sustainable development and responsible finance. It monitors best practices and examines guidelines and reports issued by regulatory authorities. It also assists the Board in administering its relationship with management and maintaining its independence. It oversees the performance review program for members of the Board and its commissions and committees, as well as the onboarding and skills development program for Federation directors. In addition, it examines Desjardins Group's Social and Cooperative Responsibility Report and the Climate Action at Desjardins report and recommends their adoption to the Board.
Members
- Nadine Groulx, Chair
- Louis Babineau, ASC
- Lisa Baillargeon, ICD.D
- Johanne Charbonneau, C. Dir.
- Michel Magnan, ASC
- Serge Rousseau
- Guy Cormier, Permanent Guest
The Human Resources Commission supports the Board in its guidance, planning and oversight activities by making recommendations on human resources. This committee also helps 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.
- Nadine Groulx
- Elaine Lajeunesse, ICD.C
- Denis Latulippe, ASC
- Guy Cormier, Permanent Guest
External Member
- Julien Ponce