Nomination procedure 2023

The Fonds is a development capital investment fund that conducts public offerings by way of prospectus; it is therefore subject to the Securities Act and certain of its regulations. The Fonds is also registered as an investment fund manager under securities regulations. Its status implies a rigorous compliance system and public disclosure requirements for its directors. The candidates are invited to read the continuous disclosure documentation of the Fonds, namely the Fonds' Prospectus and Annual Information Form on its Web site in the « Documentation Center » section.

The main duties of a director of the Fonds are as follows: 

• ensuring the Fonds' mission, constituting act and any other law governing it are followed while adhering to its values of solidarity and responsibility;
• approving the main directions, policies and business strategies of the Fonds, notably with regard to integrated financial asset management and integrated risk management;
• ensuring that there are controls over the Fonds' management, including risk management, and ensuring a culture of integrity;
• approving investment recommendations for which it is responsible and monitoring them;
• ensuring that the Fonds, as an investor, conducts itself as a socially responsible business; and
• evaluating the Fonds' performance on a regular basis.

Being a director of the Fonds is an important commitment, which requires your involvement and a certain investment of time. Members of the Board of Directors meet ten (10) to fifteen (15) times per year, during regular business hours. As a director, you may also be called upon to sit on other board committees. It should also be noted that all documentation submitted to the Board of Directors of the Fonds is in French and that all meetings of the Board and its committees are held in French. For more details, see the « Governance section ».

The function of director within the Fonds is further subject to a diversified body of obligations governing the Fonds during its activities. The directors of the Fonds must act in compliance with the provisions of the Civil Code of Quebec, the Act to establish the Fonds de solidarité des travailleurs du Québec (F.T.Q.), the Québec Business Corporations Act, as well as in compliance with the Securities Act and related regulations. In addition, the Fonds has established certain policies and guidelines detailing the obligations and responsibilities of members of the Board of Directors and its committees, in particular regarding governance and ethics. Those interested in applying for the position of director of the Fonds should consult the following documentation:

• Politique cadre relative aux administrateurs et membres de comités du Fonds (available in French only)
• Code d'éthique et de déontologie des administrateurs du Fonds (available in French only)
• Charte du conseil d'administration du Fonds (available in French only)
• Politique relative à l'indépendance des membres du conseil d'administration et de différents comités constitués par le conseil d'administration du Fonds (available in French only)
• Politique relative à la rémunération des administrateurs du Fonds (available in French only)

Individuals wishing to submit their candidacy must meet the following eligibility criteria:

• Be a shareholder** of the Fonds;
• Collect a minimum of fifty (50) shareholders** of the Fonds supporting your candidacy;
• Be 18 years of age and over;
• Not be under tutorship or curatorship;
• Not be an undischarged bankrupt;
• Not to be a person to whom the court prohibits the exercise of the function of director;
• Not have been convicted of an economic offense, any offense of a sexual nature, acts against good morals, misconduct or any offense against the person and reputation;
• Have been involved in the socio-economic environment;
• Undertake to subscribe annually for shares of the Fonds for a minimum amount of one thousand Canadian dollars ($1,000 CAD); and
• Not to work in a field which is in competition with the activities of the Fonds and which could be incompatible with the functions of director of the Fonds.
  
  

** For the purposes of this call for candidates, shareholder means a person registered in the securities register of the Fonds and entitle to exercise the voting securities of the Fonds that s/he owns.

Candidates who so request can obtain the nomination form by mail by calling the Fonds at 1-800-567-3663.

It is the responsibility of each candidate to provide the required documentation in order to complete their application file. Any incomplete application file, containing false, incomplete or misleading statements, or not meeting the minimum requirements listed above, including the nomination form (and consent to verifications), will result in the rejection of the application. The reason for rejecting the application will be communicated by the Fonds to the candidate concerned, and the candidate will then have forty-eight (48) hours to make the necessary corrections to his application file. 

The profiles of selected candidates will be included in the Fonds’ management proxy circular available in the «Documentation Center» section (published around August 2023).