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.
Committees
The following committees have been established to help the Board perform its duties:
Audit Committee
Established to assist the Board in fulfilling its oversight responsibilities in relation to (i) the financial soundness of BDC and the safeguarding of its assets; (ii) the effective, efficient, and economical management of BDC's resources; (iii) the integrity and accuracy of BDC’s financial statements; (iv) the efficiency and effectiveness of the financial control and information systems and management practices of BDC, including system control and security; (v) the qualifications, independence and performance of BDC’s External Auditors; (vi) the independence of the Chief Financial Officer, the Chief Audit Executive, the Chief Compliance Officer, and the Chief Anti-Money Laundering Officer (CAMLO); (vii) the performance of BDC’s finance, internal audit, compliance and procurement functions and CAMLO office; and (viii) BDC’s compliance with legal and regulatory requirements. The Committee promotes an overall corporate culture of quality financial reporting and encourages Management to demonstrate a strong commitment to integrity and compliance and to the prevention and detection of wrongdoing and fraud.
Members: Suzanne Trottier*, Lena Bullock, Tania Clarke, Vivek Jain
Audit Committee CharterBoard Investment Committee
Established to assist the Board in overseeing all investment activities at BDC, including those carried out by BDC Capital, a wholly owned subsidiary of BDC. The Committee is responsible for overseeing 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 BDC’s investment portfolio is performing as intended. The Committee is also responsible for adjudicating, or as applicable, recommending to the Board for adjudication, investments that exceed Management’s delegation of authority.
Members: Stéphane Therrien*, Vivek Jain, Marie-Soleil Lacoursière, Michael Ladha, Melanie Nadeau
Board Investment Committee CharterBoard 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, and 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, or as applicable recommending to the Board for adjudication, transactions related to loans, guarantees and securitizations that exceed Management’s delegation of authority.
Members: Bill Currie*, Tania Clarke, Stéphane Therrien, Suzanne Trottier
Board Risk Committee CharterGovernance and Nominating Committee
Established to assist the Board with the governance of the Board and its Committees, the process for the appointment of the Chairperson of the Board, the President and Chief Executive Officer and other Directors and performance evaluation of Directors. The Committee is also responsible for the oversight of BDC’s corporate governance framework, integrity, ethics and conduct review and the oversight of BDC’s sustainable development strategy and its stakeholders and indigenous relations strategy.
Members: Brian O’Neil*, Lena Bullock, Bill Currie, Stéphane Therrien, Suzanne Trottier
Governance and Nominating Committee CharterHuman Resources Committee
Established to oversee the management of human capital to enable BDC to attract and retain the talent and leadership needed to deliver on its mandate and business objectives.
Members: Lena Bullock*, Bill Currie, Marie-Soleil Lacoursière, Michael Ladha, Melanie Nadeau
Human Resources Committee Charter*Chairperson