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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 Board of Directors Charter. In addition the BDC Board Code of Conduct  aims to foster a climate of honesty, truthfulness and integrity in all Board activities.


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

Audit and Conduct Review Committee

Established to assist the Board to oversee and objectively assess the accuracy and integrity of its financial statements, internal controls, accounting standards, legal and regulatory compliance, management information systems and the independence of its External Auditors, the Chief Financial Officer, the Chief Audit Executive, the Chief Compliance Officer, the Chief Anti-Money Laundering Officer and the Ombudsperson. The Committee also has responsibility for the oversight of standards of business conduct and ethics. The Committee promotes an overall corporate culture of quality financial reporting and ethical behaviour and encourages management to demonstrate a strong commitment to integrity and to prevention and detection of wrongdoing and fraud.

Members: Suzanne Trottier*, Lena Bullock, Tania Clarke, Vivek Jain, Marie-Soleil Lacoursière

Audit and Conduct Review Committee Charter

Board Investment Committee

Established to assist the Board in overseeing all investment activities at BDC. The Committee also has responsibility to oversee the activities of BDC Capital to ensure that BDC’s investment decisions are aligned with and support BDC’s fulfillment of its mandate, that BDC is taking prudent risks with respect to its investment activities and that the investment portfolio is performing as intended.

Members: Stéphane Therrien*, Vivek Jain, Marie-Soleil Lacoursière, Melanie Nadeau, Tracey Scarlett

Board Investment Committee Charter

Board Risk Committee

Established to assist the Board in overseeing the risk management framework and monitoring BDC’s Risk Profile, BDC’s performance against the framework, major risk exposures and important strategic initiatives. The Committee also assists the Board in overseeing that appropriate policies, controls, structures, and resources are in place to address and manage the risks to which BDC is exposed. The Committee is responsible for adjudicating transactions above management’s delegation of authority.

Members: Bill Currie*, Tania Clarke, Tracey Scarlett, Suzanne Trottier, Stéphane Therrien

Board Risk Committee Charter

Governance and Nominating Committee

Established to assist the Board with the governance of the Board and its Committees, the process for the appointment and performance evaluation of Directors, oversight of the BDC’S corporate governance framework and oversight of its Sustainable Development Strategy.

Members: Brian O’Neil*,  Bill Currie, Tracey Scarlett, Stéphane Therrien, Suzanne Trottier

Governance and Nominating Committee Charter

Human Resources Committee

Established to oversee the management of human capital to ensure that BDC attracts and retains the talent and has the leadership needed to deliver on its mandate and business objectives.

Members: Tracey Scarlett*, Bill Currie, Michael Ladha, Brian O’Neil, Stéphane Therrien.

Human Resources Committee Charter


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