Board Committees

The primary mandate of the Audit Committee is to review the financial statements of the Corporation and public disclosure documents containing financial information and to report on such review to the Board, to be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure documents that contain financial information, to oversee the work and review the independence of the external auditors, and to review any evaluation of the Corporation’s internal control over financial reporting. The Audit Committee is also responsible for monitoring the implementation of, and compliance with a number of policies of the Corporation, including the Global Anti-Bribery Policy and the Policy Regarding Pre-Approval of Services Provided by the External Auditor. In performing its duties and exercising its powers, the Audit Committee considers and addresses the risks related to the establishment, maintenance and implementation of disclosure controls and procedures and internal control over financial reporting and the risks related to cyber security that would reasonably be expected to have a material effect on the Corporation.

All members of the Audit Committee are required to be financially literate.

The primary mandate of the Human Resources Committee is to approve compensation policies and guidelines for employees of the Corporation, to approve compensation arrangements for executives of the Corporation, to recommend to the Board compensation arrangements for the Directors and for the Chief Executive Officer, to oversee the management of incentive compensation plans and equity compensation plans, to consider the implications of any risks associated with the Corporation’s compensation policies and practices, to oversee human resources management strategies relating to employee health and well-being and to review succession plans for senior management, taking into account the objectives of the Corporation’s Diversity Policy.

The primary mandate of the Governance and Sustainability Committee is to oversee the Corporation’s approach to governance issues, to recommend to the Board corporate governance practices consistent with the Corporation’s commitment to high standards of corporate governance and to address potential risk related to governance matters. The Governance and Sustainability 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 and level of commitment required to fulfill the Board’s and the Board Committees’ responsibilities. The Governance and Sustainability Committee is also responsible for assessing at least annually the performance and effectiveness of the Board, Board Committees, and individual Directors to ensure that they are fulfilling their respective responsibilities and duties. It also oversees Director orientation and education.

The Committee has responsibility for monitoring the implementation of the Corporation’s policy and strategy with respect to environmental, social and governance matters. The Committee is also responsible for periodically reviewing the Corporation’s mission statement and, after discussion with management, recommending any changes to the Board of Directors that it deems appropriate.

In March 2024, the name of the Committee was modified to the Governance and Sustainability Committee to better reflect its mandate related to the oversight of the Corporation’s corporate sustainability and social responsibility strategy, including environmental, social and governance matters.

The Board believes that it is normal and appropriate, especially in the case of a holding company with a controlling shareholder, to include Directors who are associated with the controlling shareholder (in this case, Paul Desmarais, Jr. and André Desmarais) as members of the Governance and Sustainability Committee, comprising less than a majority of the Committee’s members, to provide the knowledge and perspective of the controlling shareholder with respect to the matters under the responsibility of the Committee. Messrs. Paul Desmarais, Jr. and André Desmarais are no longer members of management since February 13, 2020, when they retired as Co-Chief Executive Officers of the Corporation. 

The primary mandate of the Related Party and Conduct Review Committee is to recommend to the Board procedures for the consideration and approval of transactions with related parties of the Corporation and to review and, if deemed appropriate, to approve such transactions.

The Related Party and Conduct Review Committee considers transactions between the Corporation and the following parties: (i) Directors and officers of the Corporation or any of its affiliates; (ii) the Corporation’s controlling shareholder; and (iii) any entity, other than a subsidiary of the Corporation, in which a party listed in (i) above beneficially owns or controls (A) securities representing more than 10 per cent of the voting interests, or (B) securities representing more than 25 per cent of the equity interests. Generally, the Corporation and its subsidiaries are prohibited from entering into a related party transaction if the transaction is not on terms and conditions at least as favourable as market terms and conditions.

In performing its duties and exercising its powers, the Related Party and Conduct Review Committee considers and addresses risks related to any proposed transactions with related parties of the Corporation.