4. At least two thirds of the members of the board of directors, including the chair, must qualify as independent directors in the opinion of the Government.
Board members qualify as independent directors if they have no direct or indirect relationships or interests, for example of a financial, commercial, professional or philanthropic nature, which are likely to interfere with the quality of their decisions as regards the interests of the enterprise.
A board member
(1) who is in the employ of the enterprise or one of its wholly-owned subsidiaries or has been in such employ in the three years preceding appointment to office,
(2) who is in the employ of the Government or a government agency within the meaning of section 4 of the Auditor General Act (chapter V-5.01), or
(3) whose immediate family member is a senior officer of the enterprise or one of its subsidiaries
is deemed not to be an independent director.
2006, c. 59, s. 4; 2013, c. 16, s. 107.