Statement of Corporate Governance Practices
The Corporation believes in the importance of good corporate governance and the central role played by directors in the governance process. The Corporation believes that sound corporate governance is essential to the well-being of the Corporation and its shareholders.
Power Corporation is an international management and holding company. It has had controlling shareholders since its beginnings in 1925. The Honourable Paul G. Desmarais held control of Power Corporation from 1968 until his death in October 2013, upon which control of the Corporation passed to the Desmarais Family Residuary Trust. As at March 19, 2025, the Desmarais Family Residuary Trust exercised, through holding entities, control over shares carrying approximately 52.21 per cent of the votes. Power Corporation is not an operating company.
The foregoing characteristics are important in any consideration of governance philosophy and practices as they apply to the Corporation.
In the Board’s view, no single corporate governance model is superior or appropriate in all respects. The Board’s approach reflects its belief that governance must be focused on substance rather than the application of generic processes and standardized rules and guidelines that do not account for the particular context of the issuer. Rigid, externally generated checklists cannot replace real care, responsibility and personal engagement. Furthermore, any review of governance practices should include consideration of long‑term returns to shareholders, as the Board believes this to be an important indicator of the effectiveness of a governance system.
The Board believes that the Corporation’s governance system is effective and is appropriate to its circumstances, and that there are in place proper structures and procedures to ensure the Board’s independence from management and to ensure that actual or potential conflicts of interest between the Corporation and its controlling shareholder are dealt with appropriately.
Independence of Directors
Current Applicable Standards
The suggested guidelines on corporate governance practices in National Policy 58-201 – Corporate Governance Guidelines and National Instrument 52-110 – Audit Committees and National Instrument 58-101 – Disclosure of Corporate Governance Practices (the “Instruments”) currently provide that a director is “independent” of an issuer if he or she has no direct or indirect relationship with the issuer which could, in the view of the issuer’s board of directors, be reasonably expected to interfere with the exercise of the director’s independent judgment. The Corporation’s Board of Directors agrees with this approach to assessing director independence.
However, in the context of our majority holdings in Lifeco and IGM, the Instruments further provide that a director is deemed to have such a direct or indirect relationship with an issuer (and thus not to be independent) if, among other things, the director is, or has been within the last three years, an executive officer or an employee of the issuer’s parent corporation (i.e., the controlling shareholder). The determination of director independence is a question of fact that should be decided by the issuer’s board of directors on a case-by-case basis based on actual relationships with an issuer’s management (not relationships with an issuer’s controlling shareholder) and without reference to any presumptions such as those which are currently contained in the Instruments. The provisions in the Instruments concerning independence determinations are overly broad, as they encompass directors who have no direct or indirect relationship with the issuer which could, in the view of the issuer’s board of directors, be reasonably expected to interfere with the exercise of the director’s independent judgment. The provisions deeming directors that are related to an issuer’s controlling shareholder to be non-independent are not an appropriate response to any potential governance concerns they are intended to address. Any concerns which may exist in a controlled company situation about conflicts of interest or self-dealing should be resolved directly through a committee of directors who are independent of the controlling shareholder. The governance model at the Corporation includes such a committee, the Related Party and Conduct Review Committee, which is discussed below in the section entitled “Resolution of Conflicts”.
Assessment of Independence
The Board is currently composed of 14 Directors. In the Board’s view, 10 Directors (constituting more than a 71 per cent majority of the Board) are independent within the meaning of the Instruments and do not have any relationships that could reasonably interfere with the exercise of their independent judgment in discharging their duties to the Corporation.
The following table shows which Directors are independent and which are non-independent within the meaning of the Instruments, and the reason for non-independence of individual Directors, as applicable.
- Within the meaning of the Instruments.
- Mr. Pierre Beaudoin will not be standing for re-election at the Meeting.
- Mr. Olivier Desmarais, son of André Desmarais, is an executive officer of Power Sustainable, a wholly owned subsidiary of Power.
- Mr. Paul Desmarais III, son of Paul Desmarais, Jr., is an executive officer of Sagard, a wholly owned subsidiary of Power.
- Mr. Ian Gallienne, spouse of Ms. Ségolène Gallienne-Frère, is an executive officer of GBL and Mr. Claude Généreux (an executive officer of the Corporation) serves on the committee of GBL’s Board of Directors which functions as its compensation committee, namely the Governance and Sustainable Development Committee. On March 13, 2025, GBL announced that following GBL’s General Shareholders Meeting to be held on May 2, 2025, Mr. Ian Gallienne will cease to be an executive officer at GBL and will be appointed Chairman of the Board of Directors.
Of the 13 individuals nominated for election at the Meeting, nine individuals (constituting more than two thirds of the Director nominees) are independent within the meaning of the Instruments and do not have any relationships that could reasonably interfere with the exercise of their independent judgment in discharging their duties to the Corporation.
Meetings of Independent Directors
The Chairman of the Board is responsible for ensuring that the Directors who are independent of management have opportunities to meet without management present. Such discussions are led by the Corporation’s Lead Director, Mr. Anthony R. Graham, who provides feedback subsequently to the Chairman and the Deputy Chairman of the Board. All independent Directors are encouraged by the Chairman of the Board to have open and candid discussions with the Lead Director, the Chairman, the Deputy Chairman or with the Chief Executive Officer.
Pursuant to a policy relating to meetings of independent Directors at Board and Committee meetings, the Directors on the Board who are independent of management meet at every regularly scheduled Board meeting without members of management present. Accordingly, there were five such meetings held during 2024. The Audit Committee, the Related Party and Conduct Review Committee, and the Human Resources Committee are composed entirely of Directors who are independent while the Governance and Sustainability Committee is entirely composed of Directors who are not members of management of the Corporation. Each of these committees has scheduled in-camera meetings without members of management at every meeting.
Chairman of the Board
The positions of Chief Executive Officer and Chairman of the Board are held by separate individuals. The role of the Chairman of the Board is to seek to ensure that the Board can fulfill its duties and responsibilities in an effective manner in accordance with the laws, regulations and policies governing the Corporation and, in doing so the Chairman shall (in consultation with the Deputy Chairman), among other things: provide leadership to foster the effectiveness of the Board; chair meetings of the Board and of shareholders; ensure that the quality and timeliness of information that goes to the Board is appropriate; ensure that delegated Committee functions are carried out and reported as necessary; facilitate, together with the Chairs of the Board Committees and the CEO, effective and transparent interaction between the Board and management; and ensure that the Corporation’s business is conducted with a view to the best interests of the Corporation. To that end, the Chairman and the Deputy Chairman can attend the meetings of Committees of which they are not members, except for meetings of the Audit Committee and of the Related Party and Conduct Review Committee. Should they attend meetings of Committees of which they are not members, the Chairman and the Deputy Chairman do not attend the in-camera sessions of such meetings.
As the positions of Chairman and Deputy Chairman are held by former executive officers of the Corporation, the Board has implemented structures and procedures to provide assurance that the Board can act independently of management. In particular, the Board has a Lead Director and over 71 per cent of the members of the Board are independent both within the meaning of the Instruments and in the Board’s view.
Lead Director
Mr. Anthony R. Graham serves as the Lead Director of the Corporation. In fulfilling his responsibilities, the Lead Director chairs the meetings of independent Directors, provides input to the Chairman and the Deputy Chairman of the Board regarding the planning and organizing of the activities of the Board and provides input to the Chair of the Governance and Sustainability Committee on the composition and structure of the Board and the formation and composition of Committees. The Lead Director is also responsible for reporting to the Chairman of the Board on the discussions of the independent Directors and facilitating the effective interaction between the independent Directors and management, in addition to any other functions as may be requested by the Chairman or Deputy Chairman of the Board.
Resolution of Conflicts
It is the duty of the Board to supervise the management of the business and affairs of the Corporation with a view to the best interests of the Corporation, including its shareholders as a whole. In discharging this duty, the Board establishes procedures for the identification and resolution of conflicts that might arise between the interests of Power Corporation and the interests of its controlling shareholder.
Power Corporation has established a Related Party and Conduct Review Committee composed entirely of Directors who are independent of management and independent of the Corporation’s controlling shareholder. The mandate of the Related Party and Conduct Review Committee is to review proposed transactions, with certain related parties of the Corporation (including the controlling shareholder); and to approve only those transactions that it deems appropriate. The Committee ensures that any transactions between the Corporation and any applicable related party are done at least at market terms and conditions.
For a more detailed description of the Related Party and Conduct Review Committee’s mandate, see the Board Committees page of this Website.
Canada Life, a subsidiary of Lifeco, is a regulated financial institution. As such, Canada Life is prohibited from entering into any transaction with a related party unless the transaction is permitted under the Insurance Companies Act. Canada Life has therefore established a conduct review committee that has implemented procedures for the review of permitted related party transactions. In accordance with these procedures, Canada Life’s conduct review committee reviews certain proposed permitted related party transactions to ensure that any such transactions are on terms and conditions at least as favourable to Canada Life as market terms and conditions. Canada Life’s conduct review committee is composed of Directors who are independent of Canada Life’s management and who are neither officers nor employees of the Corporation, Power Financial or any of their affiliates. Similarly, Lifeco and IGM have also established their own conduct review committees composed entirely of Directors who are independent of management and who are neither directors, officers nor employees of the Corporation or Power Financial.
For a description of the Board’s procedures in respect of transactions involving Directors or officers of Power Corporation, see also Ethical Business Conduct.
Board of Directors
The mandate of the Board, which it currently discharges directly or through one of the four Board Committees, is to supervise the management of the business and affairs of the Corporation, and includes responsibility for approving strategic goals and objectives, review of operations, disclosure and communication policies, oversight of financial reporting and other internal controls, corporate governance, Director orientation and education, senior management compensation and oversight, and Director nomination, compensation and assessment. The Board Charter is available on the Board of Directors Charter page of this Website.
The Board has also adopted a Charter of Expectations for Directors setting out the expectations for Directors serving on the Board which includes a Director position description as well as provisions on minimum attendance (i.e., absent extraordinary reasons to attend at least 75 per cent of the aggregate of all regularly scheduled Board meetings and committee meetings on which they serve on a yearly basis), on overlaps on boards of directors outside the Power Group (i.e., without the consent of the Chair of the Governance and Sustainability Committee, no more than two Directors may sit on the board of directors of the same publicly traded company outside the Power Group) and on minimum equity ownership requirements for Directors.
As part of the Directors position description, each Director is expected to: understand the Corporation’s vision, strategies, objectives and associated risks; be generally knowledgeable of the Corporation’s, and its subsidiaries’ and investees companies’, services and operations and the industries and regulatory environments within which they operate; act independently of management (for Directors who are not members of management) and work constructively and effectively with other Directors; apply their knowledge, skills, experience and business judgment to matters considered by the Board and its committees; prepare thoroughly for each Board and applicable committee meeting by reviewing the provided meeting materials and requesting clarification or additional information as required to make informed decisions; devote the necessary time and attention to be able to participate in Board deliberations and make an informed decision on various matters; attend Board and applicable committee meetings and participate fully in the deliberations and discussions of the Board and applicable committees, and be informed of significant matters discussed at meetings not attended; identify and disclose actual, potential or perceived conflicts of interest to allow appropriate review; respect confidentiality; act in the highest ethical manner and with integrity in all personal, business and professional dealings, and comply with the Corporation’s policies and applicable laws, including the Corporation’s Code of Business Conduct and Ethics and the Disclosure Policy; and when appropriate, communicate with, and be available as a resource to, the Chairman, the Deputy Chairman, the Chief Executive Officer and other members of management between formal meetings.
Committees’ Mandates and Membership
The mandates of the Board’s four standing committees are described in the section Board Committees, together with each committee’s current membership and the number of meetings held during the year ended December 31, 2024.
Risk Oversight
As a holding company, the Corporation is exposed to risks associated with being a significant shareholder in its subsidiary operating companies. The subsidiaries’ Boards are responsible for the risk oversight function at those companies. Some officers of the Corporation are members of these Boards and Board Committees and therefore participate in the risk oversight function at the operating company level in their role as directors of those companies. As an indirect shareholder of companies operating in the financial services sector (including subsidiaries regulated and supervised by the Office of the Superintendent of Financial Institutions and provincial regulators), the Corporation is well aware of the particular necessity for robust risk identification and risk management oversight.
As for risk oversight at the Corporation’s level, the Board considers identifying and managing risk, and taking a long-term view when making investments and managing the assets of the Corporation, to be imperative. This approach is inextricably engrained within the culture of the Corporation and is supported by the Corporation’s controlling shareholder, which has placed a premium on enduring viability, stability, diversification and cash flow, rather than on quarterly results. The Corporation believes that value is best achieved through a prudent approach to risk and through a governance model that focuses on the active oversight of our investments. The Board has overall responsibility for monitoring the implementation and maintenance by management of appropriate policies and controls to manage the risks associated with the Corporation’s businesses as a holding company.
The table below shows the responsibilities of each four committees of the Board related to risk management:
The Board has also delegated to the Audit Committee the oversight of risks related to cybersecurity and the use of artificial intelligence. The Vice-President and Controller is responsible for administering the Corporation’s Cybersecurity Policy and the newly adopted Artificial Intelligence Use Policy. The Vice-President and Controller periodically updates the Audit Committee on cybersecurity and artificial intelligence matters, including on the Corporation’s cybersecurity systems’ robustness and related testing and auditing. The Corporation has established a comprehensive information and cybersecurity program, benchmarked its capabilities to sound industry practices and has implemented threat and vulnerability assessments and response capabilities, including an Information Technology Security Incident Response Protocol, which is administered and implemented by both the Vice-President and Controller and the Information Technology Director. Through external specialist firms, the Corporation periodically assesses of the robustness of its cybersecurity. The Corporation’s information technology defences are continuously monitored and adapted to both prevent and detect cyber-attacks, and then recover and remediate. Through a continuous employee training program, the Corporation also provides cybersecurity awareness training and ensures that all employees are aware and comply with its policies and procedures related to cybersecurity. In addition, the Corporation will provide employee training on the use of artificial intelligence systems in accordance with the Artificial Intelligence Use Policy. The Privacy Officer is responsible for providing oversight of data privacy programs and the Vice-President, General Counsel and Secretary is responsible of oversight of training and compliance regarding the Corporation’s policies and procedures.
Strategic Planning
The Chief Executive Officer is responsible for developing the Corporation’s proposed strategic plans, in light of emerging opportunities and risks and with a view to the Corporation’s sustained profitable growth and long-term value creation, and for implementing the approved strategic plans. The Board of Directors is responsible for approving the long-term goals and objectives for the Corporation, and, after considering alternatives, approving the strategic plans developed by the Chief Executive Officer. The Board of Directors also monitors senior management’s implementation of the approved plans; assesses the achievement of the Corporation’s goals and objectives; reviews and approves, on at least an annual basis, management’s financial plan; and reviews and approves any significant transactions and strategic capital management decisions regarding the Corporation.
Director Affiliations and Attendance
Additional information relating to Directors standing for election, including a list of all public companies, and certain private companies, for which they serve as board members, as well as their attendance records for all Board and Committee meetings for the year ended December 31, 2024, can be found in the Corporation's 2025 Management Proxy Circular.
Each Director is expected to attend a minimum of 75 per cent of the aggregate of all regularly scheduled Board meetings and meetings of committees on which they serve, held during the year. Those Directors who fail to meet this requirement must meet with the Chair of the Governance and Sustainability Committee to discuss the reasons contributing to the Director’s attendance record and the Chair will make a recommendation to the Governance and Sustainability Committee, as necessary, with respect to the Director’s continued service on the Board. In the absence of exceptional circumstances beyond the Director’s control having prevented the Director from attending the requisite minimum proportion of applicable meetings, the Governance and Sustainability Committee will not recommend the Director for re-election at the next meeting of shareholders of the Corporation at which Directors are to be elected.
The Governance and Sustainability Committee reviews external board and committee memberships of all Directors as part of its annual review of Director independence. No more than two Directors may sit on the board of directors of the same public company (excluding the Corporation and any other companies in the Power Group) without the consent of the Governance and Sustainability Committee. Outside of the Power Group, there are no board of directors of a public company on which Directors of the Corporation which are nominated for election at the Meeting serve together. As previously mentioned, of the 13 individuals nominated of election at the Meeting, eight individuals also serve as Directors of Lifeco and certain of its subsidiaries (namely: Marcel R. Coutu, André Desmarais, Paul Desmarais, Jr., Gary A. Doer, Paula B. Madoff, R. Jeffrey Orr, T. Timothy Ryan, Jr. and Siim A. Vanaselja) and seven individuals serve as Directors of IGM and certain of its subsidiaries (namely: Marcel R. Coutu, André Desmarais, Paul Desmarais, Jr., Gary A. Doer, Sharon MacLeod, R. Jeffrey Orr and Elizabeth D. Wilson).
Nomination of Directors
The Board has established a Governance and Sustainability Committee, which has a number of responsibilities relating to governance and the nomination of candidates for election as Directors. The Committee is responsible for identifying new candidates for Board nomination and, after considering the objectives of the Corporation’s Diversity Policy, for recommending to the Board those candidates who possess the qualifications, competencies, skills, experience, level of commitment and available time required of a Director to fulfill Board responsibilities.
Members of the Governance and Sustainability Committee maintain an evergreen list of potential candidates and employ a skills matrix to assist with reviewing the skills and experience of director candidates and of the Board as a whole. The matrix, which is set forth below, outlines a complement of diverse qualifications, attributes, skills and experience that are viewed as being relevant to the proper functioning of the Board. This is not intended to be an exhaustive list of each Director’s skills. In addition to the skills below, all directors are financially literate and have expertise in governance.
- For a language to be included in this skills matrix, a director must have a level of proficiency in that language that is sufficient to enable the director to use it in all facets of life, including the performance of the duties and functions of a director.
- The skill “Climate” was added to the skills matrix in 2025.
The Committee recognizes that each Director will contribute differently to the Board and will each bring particular strengths in different areas of qualification. While the skills matrix is an important tool in assessing Board candidates, the Committee does not limit itself to considering only the specified areas of expertise or attributes in selecting Board members.
Diversity of the Board of Directors
The Board believes that diversity is important to ensure that Board members provide the necessary range of perspectives required to achieve effective stewardship of the Corporation.
The Corporation has a Diversity Policy, which includes provisions relating to diversity and the identification and nomination of directors. For purposes of the Diversity Policy, diversity includes, but is not limited to: age; experience; education; geography; gender; sexual orientation; disability; race, nationality, culture, language and other ethnic distinctions, including Indigenous people. The Diversity Policy further provides that in fulfilling its role in recommending to the Board candidates for Director nominations, members of the Governance and Sustainability Committee consider candidates that are highly qualified based on their experience, education, expertise, judgment, personal qualities, and general and sector specific knowledge; consider diversity criteria (but not the level of representation of any particular Designated Group (as defined below) among other relevant criteria), when determining the optimum composition and balance for the Board; review potential candidates from a variety of backgrounds and perspectives.
The Board recognizes that gender diversity is a significant aspect of diversity and acknowledges the important role of women in contributing to diversity of perspective in the Boardroom. As such, the Corporation’s Diversity Policy includes an objective of having not less than 30 per cent of the seats on the Corporation’s Board of Directors held by women by the completion of the Corporation’s annual shareholder meeting to be held in 2025. This objective was met ahead of the projected timeline at the 2024 AGM when five women (representing 36 per cent of the Board) were elected as Directors of the Corporation. The Corporation has not adopted an objective regarding the representation of members of the other Designated Groups on the Board.
There are currently five women (36 per cent), no “members of visible minorities” (0 per cent), no “persons with disabilities” (0 per cent) and no “Aboriginal peoples” (0 per cent) (each as defined in the Employment Equity Act (Canada), the “Designated Groups”) on the Board. Out of the 13 individuals nominated for election at the Meeting five (38 per cent) are women. There are no nominees who are part of the other Designated Groups. The Diversity Policy provides that the Committee will assess the effectiveness of the Board nomination process at achieving the Corporation’s diversity objectives on an annual basis. The Corporation’s publicly traded subsidiaries, Lifeco and IGM, have publicly disclosed that there were six women (out of 19) and seven women (out of 17) being nominated for election to their respective Board of Directors representing in total 36 per cent of their combined nominees.
Nomination of Directors and Tenure
The Governance and Sustainability Committee and the Board believe that, in addition to the factors discussed above, continuity of membership is critical to the Board’s efficient operation. Accordingly, the Board has not adopted policies imposing an arbitrary term or retirement age limit in connection with individuals nominated for election as Directors of the Corporation, as it does not believe that such limits are in the best interests of the Corporation. Such limits fail to take into account the special characteristics of issuers such as Power Corporation and its group companies, that operate in a highly complex and technical environment. In such a context, the Corporation believes that a lengthy Board tenure, not limited by arbitrary determinations, is vital to the Directors’ understanding of the Corporation’s diverse businesses, and those of its group companies, and to their bringing a substantive contribution to the Board. The Corporation’s Governance and Sustainability Committee annually reviews the composition of the Board, including the age and tenure of individual directors. The Board strives to achieve a balance between the desirability to have a depth of institutional experience from its members on the one hand, and the need for renewal and new perspectives on the other hand. Of the 13 individuals nominated for election as Directors at the Meeting, five Directors (representing 38 per cent) have joined the Board in the past five years.
After considering the appropriate size of the Board and the qualifications and attributes that the existing Directors possess, including the level of representation on the Board by Directors who are independent, and after giving consideration to the Diversity Policy, the Governance and Sustainability Committee may determine that it would be in the best interests of the Corporation to nominate an individual that is not already a director of the Corporation, for election to the Board. In such situations, the Governance and Sustainability Committee identifies a list of targeted qualifications and attributes and conducts its own search by inviting suggestions for potential candidates from the Directors of the Corporation. The Committee also engages one or more external advisors to identify further qualified candidates.
The Committee has recommended that the 13 individuals set out under “Election of Directors – Nominees for Election to the Board” in the Corporation’s 2025 Management Proxy Circular be nominated for election as Directors of the Corporation at the Annual Meeting of Shareholders.
Shareholders will be asked to vote “for” or “against” each Director nominee and only nominees receiving a majority of the votes cast in their favour will be elected, subject to specific circumstances. However, if an incumbent director is not elected by a majority of “for” votes, such director will still be permitted to continue in office until the earlier of (A) the 90th day after the day of the election; and (B) the day on which their successor is appointed or elected.
Orientation and Continuing Education
Director orientation and education is conducted under the aegis of the Chairman of the Board. Newly elected Directors are provided with a comprehensive orientation as to the nature and operation of the business and affairs of the Corporation and the Corporation’s major operating subsidiaries, as to the role of the Board and its Committees, and as to the contributions that individual Directors are expected to make. In order to orient new Directors as to the nature and operation of the Corporation’s business, they are also given the opportunity to meet with members of the Corporation’s executive management team. Although these orientation sessions are designed for newly appointed Directors, all Directors are welcome to attend these sessions and can choose to receive a copy of the materials prepared for these orientation sessions.
Directors are periodically updated including by way of quarterly presentations to the Board (from time to time, these presentations are made by an operating subsidiary’s executive officer) at Board and Committee meetings, and working Board dinners, regarding the Corporation’s major operating subsidiaries and operating segments thereof in addition to the presentations by various speakers.
Throughout the year, Directors receive, among other topics:
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presentations by senior executives of the Corporation on different aspects of the Corporation and its subsidiaries or affiliated companies’ operations, strategic direction, capital management, finance, human capital, technology initiatives, cybersecurity and artificial intelligence and key risks; and
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presentations and reports summarizing significant regulatory and market developments.
Specifically, throughout 2024, Directors participated in continuing education presentations that included, among other topics, updates and presentations on: accounting rules, sustainability risks and opportunities, the Corporation’s and its subsidiaries’ priorities, merger and acquisition activity globally and in the Power Group and the Corporation’s investors relations program.
Also, Directors receive a comprehensive package of information prior to each Board and Committee meeting. The Corporation maintains a secure electronic platform that includes a global resource centre for Directors. The resource centre contains corporate governance documents, including the Corporation’s constituting documents, its policies and procedures, the Board and committee charters, position descriptions and the Corporation’s incentive plans documents. Finally, Directors have access to the Corporation’s senior management and relevant employees.
Assessment of Directors
The Governance and Sustainability Committee is responsible for assessing the performance and effectiveness of the Board, Board Committees, and individual Directors from time to time, with a view to ensuring that they are fulfilling their respective responsibilities and duties. An evaluation is conducted at least annually to assess the overall performance of the Board and the Board Committees. Although the scope and focus of such review may vary from year to year, the review conducted in early 2025 included a confidential Board effectiveness survey, which was administered by the Corporation’s external legal counsel and completed by each of the Directors, soliciting feedback from Directors on matters that included, among other things, the operation of the Board and its Committees, the effectiveness of Board processes and the Board’s relationship to management, the integration of sustainability considerations into discussions and decisions, the oversight of risk management at the Corporation, including with respect to cybersecurity, the adequacy of information provided to Directors, the Board structure and agenda planning for the Board and Committee meetings and the performance of the Chair of the Board and of each of the Committees. The aggregated, anonymous survey results are reviewed by the Governance and Sustainability Committee. The Chair of the Committee reports the findings, to the Board for discussion.
In addition, the Board engages an independent consultant from time to time to conduct an assessment of the effectiveness and performance of the Board and its standing committees, including through confidential interviews with each Director to discuss governance processes and practices. This was most recently done in early 2022.
Chair, Lead Director and CEO Position Descriptions
The Board has approved written position descriptions for the Chairman of the Board and for the Chair of each Board Committee. In general terms, the Chairman of the Board, in consultation with the Deputy Chairman, and the Chairs of the Board Committees are responsible for ensuring that the Board or the Committee is able to fulfill its duties and responsibilities in an effective manner, for planning and organizing the activities of the Board or of the Committee, for ensuring that delegated Committee functions are carried out and reported as necessary, for facilitating effective interaction with management, and for engaging outside advisers where necessary.
The Board has approved a written position description for the Chief Executive Officer. In general terms, the Chief Executive Officer is responsible for managing the strategic and operational performance of the Corporation in accordance with the goals, policies and objectives set from time to time by the Board, including developing for the Board’s approval the Corporation’s strategic plans and initiatives with a view to the Corporation’s long-term profitable growth and success and presenting the Corporation’s annual financial plan to the Board. The Chief Executive Officer is also responsible for overseeing the Corporation’s investments in its subsidiaries and affiliates, facilitating, together with the Chairs of the Board and its Committees, effective and transparent interaction between management and the Board, for managing the operations of the Corporation, for assisting the Board with succession planning, and for representing the Corporation to its major stakeholders.
The Board has also approved a written position description for the Lead Director (see “Independence of Directors – Lead Director”) and a Charter of Expectations for Directors which includes a position description for Directors.
Succession Planning
The Board is responsible for overseeing the succession planning processes of the Corporation with respect to senior management positions. The Corporation’s succession planning process, which is tailored to its particular circumstances as a holding company with a relatively small management team, includes the identification and consideration of suitable short- and long-term candidates to hold the applicable roles, on both an interim and permanent basis. The Board has mandated the Human Resources Committee to review at least annually, together with the Chief Executive Officer, and approve, the succession plans for the Chief Executive Officer and the other Named Executive Officers and certain other designated officers of the Corporation, with a view to ensuring the continuity of leadership required by the Corporation for the future. Candidates are considered based on various factors, including (where relevant) executive experience, market and industry expertise, geographic location, familiarity with the Corporation’s and its subsidiaries’ businesses, past performance with the Corporation, as well as past successes in achieving particular corporate goals. The Human Resources Committee also maintains a contingency plan for emergency situations related to illness, disability or other unplanned absences with respect to the Chief Executive Officer and other Named Executive Officer positions. In addition, the Human Resources Committee periodically reviews the Corporation’s talent management initiatives and monitors the development of certain employees identified to the Human Resources Committee by the Board, in accordance with succession plans.
Executive Officer Diversity
The Corporation has a Diversity Policy that outlines the Corporation’s approach to achieving and maintaining greater diversity on the Corporation’s senior management team. The policy provides that in fulfilling their roles of considering candidates for senior management appointments, the Chief Executive Officer of the Corporation considers candidates that are highly qualified based on their experience, education, expertise, judgment, personal qualities, and general and sector-specific knowledge; and review potential candidates from a variety of backgrounds and perspectives. The Corporation’s Diversity Policy provides that the Chief Executive Officer of the Corporation will assess the effectiveness of the senior management appointment process at achieving the Corporation’s diversity objectives on an annual basis. Furthermore, the policy provides that the Corporation will engage, from time to time, with senior management of the Corporation’s publicly traded subsidiaries, through its representation on their boards, on the implementation of their respective diversity policies.
The Corporation is committed to cultivating a diverse and inclusive culture, selecting the best person to fulfill senior management roles based on merit and suitability. The Corporation has not adopted a target regarding members of the Designated Groups in executive officer positions as such arbitrary targets are not in the best interests of the Corporation. The Board believes that diversity is important to ensure that the profiles of senior management provide the necessary range of perspectives, experience and expertise required to achieve effective management. The Board recognizes that gender diversity is a significant aspect of diversity and acknowledges the important role of women in contributing to diversity of perspective in senior management roles. Accordingly, the Corporation offers a variety of internal initiatives to its female employees such as career advancement counselling and sponsors the participation of its high-performing female employees in external programs, including conferences and higher education programs, in order to prepare female employees for advancement to senior positions.
Women, “members of visible minorities”, “persons with disabilities” and “Aboriginal peoples” (each as defined in the Employment Equity Act (Canada)) do not currently occupy any of the executive officer positions with the Corporation (0 per cent), although the Corporation has two officers who are members of visible minorities and 48 per cent of management roles at the Corporation are held by women.
The Corporation’s publicly traded subsidiaries, Lifeco and IGM, have publicly disclosed that women currently hold six and eight executive officer positions at such respective subsidiaries (including their respective principal subsidiaries). As a result, women hold a total of 14 executive officer positions within the Corporation’s group companies (including its publicly traded subsidiaries and their respective principal subsidiaries), representing 46 per cent of the total number of executive officer positions at such entities. Currently, there are three “members of visible minorities” (representing 10 per cent of the executive officers of the Corporation’s publicly traded subsidiaries), no “person with disabilities” and no “Aboriginal peoples” (each as defined in the Employment Equity Act (Canada)) in executive officer positions at the Corporation and its publicly traded subsidiaries.
Ethical Business Conduct
The Board has adopted a written Code of Business Conduct and Ethics (the Code of Conduct) that governs the conduct of the Corporation’s and its wholly owned subsidiaries' Directors, officers and employees, including temporary, part-time and contractual employees. A copy of the Code of Conduct is available under the Corporation's profile on SEDAR+ (www.sedarplus.ca) and on the Corporation’s website, or may be obtained by contacting the Corporation’s General Counsel and Secretary.
The Board oversees compliance with the Code of Conduct through the Corporation’s General Counsel and Secretary who monitors compliance with the Code of Conduct. Directors, officers and employees who believe that a violation of the Code of Conduct or any law, rule or regulation has been or is likely to be committed have an obligation to promptly report the relevant information to an appropriate supervisor or, in the case of Directors and senior officers, to the General Counsel and Secretary. Alternatively, in any case, the violation or potential violation may be reported to the Chairman, the Chief Executive Officer or any member of the Audit Committee, as appropriate, in accordance with the Corporation’s procedures.
Directors of the Corporation are required to confirm annually their understanding of, and agreement to comply with, the Code of Conduct (which contains the Corporation’s conflict of interest policy). All officers and employees of the Corporation are required to complete annually an online training course on the Code of Business Conduct and its related policies and procedures (see “Annual Training” below). In order to ensure that Directors exercise independent judgment in considering transactions and agreements in respect of which a Director or an executive officer has a material interest, the Director or executive officer having a conflict of interest must declare his or her interest and, if requested by any other Director, excuse himself or herself from the meeting during the consideration of that particular matter. Such Director may not vote on such a matter.
There have been no material change reports filed that pertain to any conduct of a Director or executive officer that constitutes a departure from the Code of Conduct.
The Corporation has also a Third Party Code of Conduct to set forth its expectations of all third parties in their dealings with, or on behalf of the Corporation as well as a Corporate Sustainability Statement and an Environmental Policy, which, together with the Third Party Code of Conduct, are available on its dedicated sustainability microsite. The Corporation has also adopted a Global Anti-Bribery Policy and a Lobbying Policy.
In addition, the Corporation has a Related Party and Conduct Review Committee, the role of which is described in the Board Committee Charters section.
Annual Training
As the Code of Conduct covers a broad range of topics, Power uses the mandatory annual training session on its Code of Conduct to raise awareness and educate all officers and employees on key sustainability themes, with the training session also covering the application of the Corporation’s Respectful Workplace Policy, Global Anti-Bribery Policy, Cybersecurity Policy, Lobbying Policy, Corporate Sustainability Statement, Environmental Policy, Responsible Procurement Policy Statement and Third-Party Code of Conduct, among others. The online training course contains testing to demonstrate understanding of the Code of Conduct and the other policies of the Corporation. At the end of the training, all are required to certify their compliance with the Code of Conduct and key corporate policies. In 2024, all of the Corporation’s officers, Directors and employees acknowledged compliance.
For supplementary information on our corporate governance practices, please visit our sustainability microsite.