4.5. The functions of the committee responsible for governance and ethics include
(1) supervising the application of the rules on governance, independence and conflicts of interest management;
(2) establishing, after consultation with the president of the Fédération des caisses Desjardins du Québec, the expertise profile of the chair of the board of directors; and
(3) developing and recommending to the board
(a) the overall expertise and experience profile sought for the board,
(b) the procedure for examining the past experience of persons who may be appointed or elected as board members,
(c) a policy to determine whether a person in a situation submitted to the board qualifies as an independent person, and
(d) the candidate nomination process for the election of board members by the general meeting of shareholders.
Where the chair of the board is a member of a committee that exercises the function described in subparagraph 2 of the first paragraph, the chair may not vote on a resolution to recommend the profile referred to in that subparagraph to the board nor be present during deliberations on the matter.