Governance and committees

The Board of Directors assumes responsibility for the stewardship of BDC and supervises the direction and management of BDC.

It delegates to the senior management team the power to manage the business of BDC and expects management to provide the Board with regular, complete and accurate information.

The Board's activities are defined in the Mandate of the Board of Directors . In addition the BDC Board Code of Conduct  aims to foster a climate of honesty, truthfulness and integrity in all Board activities.


Committees
The following committees have been established to help the Board perform its duties:

Audit Committee
Advises the Board of Directors on the soundness of the financial management of BDC in overseeing BDC's standards of integrity and conduct, internal control systems, financial control and audit processes, including internal audits, the annual financial audit and the periodic special examination.

Stan Bracken-Horrocks*
Brian Hayward
Jean Martel
Sarah Raiss
Thomas Spencer

Board Credit and Risk Committee
Ensures that BDC’s key risks are identified and appropriately managed by recommending risk management policies to the Board in regards to such key risks as financial, credit, market, strategic, investment and operational. The Committee approves loans, guarantees, Subordinate Financing and Private Equity transactions and the purchase of securities in securitization transactions exceeding the delegation of authority to senior management and reviews and recommends to the Board those that exceed its discretion.

Thomas Spencer*
Eric Boyko
Stan Bracken-Horrocks
Jean-René Halde
Brian Hayward
Rick Perkins

Governance/Nominating Committee
Advises the Board of Directors in fulfilling its corporate governance oversight responsibilities. The Committee is responsible for reviewing BDC's corporate governance policies on matters relating to the composition of the Board and its committees and making recommendations on the appointment or reappointment of the Chairperson, the directors and the President and CEO.

Jean Martel*
Stan Bracken-Horrocks
Sarah Raiss
Thomas Spencer
Rosemary Zigrossi

Human Resources Committee
Oversees and advises the Board of Directors on corporate policies and strategies related to human resources including policies governing recruitment, retention, training, compensation, pension plans, performance management and ethics. The Committee is responsible for reviewing succession planning for the leadership of BDC as well as the compensation for the President and CEO and BDC senior management.

Sarah Raiss*
Sue Fawcett
Jean Martel
Rosemary Zigrossi

Pension Funds Investment Committee
Advises the Board on all matters relating to the investment of funds established and maintained in respect of the pensions plans for BDC employees.

Rosemary Zigrossi*
Sue Fawcett
Prashant Shanker Pathak
Rick Perkins
Alan Marquis (observer)

Venture Capital Investment Committee
Approves Venture Capital investment transactions exceeding the delegation of authority to senior management and reviews and recommends to the Board those that exceed its discretion. The Committee is responsible for reviewing and recommending for approval to the Board, on an annual basis, all material Venture Capital activities that will form part of the BDC Corporate Plan and, within Venture Capital, the Committee reviews and approves, on a regular basis, the business plans of the different entities forming the Venture Capital group as well as special strategic initiatives.

Prashant Shanker Pathak*
Eric Boyko
Sue Fawcett
Jean-René Halde
Rosemary Zigrossi

*Chairperson

 

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