Governance

To protect its shareowner-savers, the Fonds de solidarité FTQ has a adopted measures related to its governance and is subject to laws and regulations.

Question: What changes did the Fonds make to its governance in 2009?

Answer: In 2009, the composition of the Special Boards that authorize the Fonds’ investments was changed so that a majority of their members are independent from both the Fonds and the FTQ. Special Boards hold veto power over all investments.

As well, the Fonds’ Audit Committee, which is composed entirely of external members who are independent from the Fonds and the FTQ was tasked with overseeing the Code of Ethics applicable to the members of all of the Fonds’ governing bodies and committees, including the Board of Directors and senior management.  A whistleblowing clause was also added to the employee Code of Ethics. 

Lastly, mirroring the practice in most large financial institutions, reputational risk became a more important factor in the evaluation of potential investments. In addition, in certain critical sectors, the Fonds performs, with the help of external firms, a criminal record check of business shareholders and verifies their integrity.

Answer: Since 2009, the Fonds de solidarité has been improving its governance to ensure its shareholders’ assets are better protected. To this end, it granted veto power to the Special Boards that authorize the Fonds’ investments and changed their composition so that a majority of their members are independent. In addition, the Fonds’ financial statements are audited twice a year by two external audit firms.

Answer: Once a request for financing has been analyzed by an internal multidisciplinary team comprised in particular of market specialists, tax specialists and lawyers, it must be approved by a Special Board, which holds veto power and is composed of a majority of external members who are independent from the Fonds and the FTQ. When the amount involved is greater than $5 million, the request is then submitted to the Fonds’ Board of Directors.

Answer: The Fonds recently announced that it would form an ad hoc governance committee tasked with evaluating the Fonds’ governance. To do so, it will consult with external subject matter experts and then make recommendations to the Fonds’ Board of Directors.

Answer: Yes. The Autorité des marchés financiers (AMF) inspects the Fonds’ internal affairs and activities, after which it files a report with Québec’s Minister of Finance.

Answer: The Fonds did not invest in Carboneutre. Regardless of their source, all investment requests received by the Fonds must go through a rigorous financial and legal analysis.