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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 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 corporate compliance, capital management, internal audits, the annual financial audit and the periodic special examination.

Members: Michael Calyniuk*, Vijay Kanwar, Nancy M. Laird, Claude Mc Master

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Board Investment Committee

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

Members: Sandra Bosela*, Shahir Guindi, Nancy M. Laird, Brian O’Neil, Vijay Kanwar

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Board Risk Committee

Ensures that BDC’s key risks are identified and appropriately managed by approving the Risk Appetite Statement and recommending the Risk Appetite Framework and 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, growth and business transition capital and Private Equity transactions and the purchase of securities in securitization transactions exceeding the delegation of authority of senior management and reviews and recommends to the Board those that exceed its authority.

Members: Robert H. Pitfield*, Michael Calyniuk, Claude Mc Master, Tracey Scarlett, Mary-Alice Vuicic

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Clean Technology Special Committee

Oversees and advises the Board of Directors on the implementation of the Clean Technology Initiative. The Committee reviews and assesses all risks associated with the Clean Technology Initiative and transactions. The Committee is responsible for reviewing quarterly reports on the portfolio and approving all transactions that exceed management’s authority as well as recommending to the Board of Directors those that exceed its own delegation of authority.

Members: Sandra Bosela*, Shahir Guindi, Nancy M. Laird, Brian O’Neil, Anne Whelan, Robert H. Pitfield

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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.

Members: Sandra Bosela, Michael Calyniuk, Robert H. Pitfield, Mary-Alice Vuicic

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Human Resources Committee

Oversees and advises the Board of Directors on corporate policies and strategies related to human resources including policies governing Human Resources risk, recruitment, retention, training, compensation, pension plans, performance management and ethics. As well, advises the Board on matters relating to the investment of funds established and maintained in respect of the pension plans for BDC employees. The Committee is responsible for reviewing succession planning for the leadership of BDC as well as the compensation for BDC employees.

Members: Mary-Alice Vuicic*, Sandra Bosela, Shahir Guindi, Brian O’Neil, Robert H. Pitfield, Tracey Scarlett

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*Chairperson

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