I-16.0.1 - Act respecting Investissement Québec

Updated to 1 January 2011

This document has official status.

chapter I-16.0.1

Act respecting Investissement Québec

CHAPTER III ORGANIZATION AND OPERATION

36. The Company is administered by a board of directors consisting of 15 members, including the chair and the president and chief executive officer.

2010, c. 37, s. 36.

37. The Government appoints the members of the board of directors, other than the chair and the president and chief executive officer, based on the expertise and experience profiles approved by the board.

Board members are appointed for a term of up to four years.

2010, c. 37, s. 37.

38. The Government appoints the chair of the board of directors for a term of up to five years.

2010, c. 37, s. 38.

41. Board members other than the president and chief executive officer receive no remuneration except in the cases, on the conditions and to the extent determined by the Government. They are, however, entitled to the reimbursement of expenses incurred in the exercise of their functions, on the conditions and to the extent determined by the Government.

2010, c. 37, s. 41.

In force: 2011-04-01

42. On the recommendation of the board of directors, the Government appoints the president and chief executive officer based on the expertise and experience profile approved by the board.

The president and chief executive officer is appointed for a term of up to five years.

The board determines the remuneration and other conditions of employment of the president and chief executive officer in keeping with the parameters set by the Government.

2010, c. 37, s. 42.

44. If the president and chief executive officer is absent or unable to act, the board of directors may designate a member of the Company’s personnel to exercise the functions of that position.

2010, c. 37, s. 44.

45. The quorum at meetings of the board of directors is the majority of its members, including the president and chief executive officer or the chair.

Decisions of the board are made by a majority vote of the members present. In the case of a tie vote, the chair of the meeting has a casting vote.

2010, c. 37, s. 45.

46. The members of the board of directors may waive notice of a meeting. The attendance of the members at a meeting of the board constitutes a waiver of notice, unless the members are present for the sole purpose of contesting the legality of the meeting.

2010, c. 37, s. 46.

47. The board of directors of the Company may sit anywhere in Québec.

2010, c. 37, s. 47.

48. Unless otherwise provided in the by-laws, the members of the board of directors may, if all consent, participate in a meeting of the board by means of equipment enabling all participants to communicate directly with one another.

In such a case, they are deemed to be present at the meeting.

2010, c. 37, s. 48.

49. A written resolution, signed by all the members of the board of directors entitled to vote on that resolution, has the same value as if adopted during a meeting of the board of directors.

A copy of the resolution must be kept with the minutes of meetings of the board of directors or other equivalent record book.

2010, c. 37, s. 49.

50. The minutes of a meeting of the board of directors, approved by the board and certified true by the chair of the board, the president and chief executive officer or any other person so authorized by the by-laws, are authentic, as are the documents and copies emanating from the Company or forming part of its records if signed or certified true by one of those persons.

2010, c. 37, s. 50.

54. The risk management committee must make sure that a risk management process is put in place.

Paragraph 4 of section 24 of the Act respecting the governance of state-owned enterprises (chapter G-1.02) does not apply to the Company’s audit committee.

2010, c. 37, s. 54.

55. The secretary and the other members of the Company’s personnel are appointed in accordance with the staffing plan established by the board of directors.

Subject to the provisions of a collective agreement, the Company determines the standards and scales of remuneration and the employment benefits and other conditions of employment of the members of its personnel in accordance with the conditions defined by the Government.

2010, c. 37, s. 55.

CHAPTER V STRATEGIC PLAN, ACCOUNTS AND REPORTS

69. The Company establishes, according to the form, content and timetable determined by the Government, a strategic plan that must include its range of financial services, its investment policy and the activities of its subsidiaries.

The Minister submits the strategic plan to the Government for approval, after consultation with the Minister of Natural Resources and Wildlife and the Minister of Agriculture, Fisheries and Food and other ministers as regards the sectors of activity under their respective responsibility.

2010, c. 37, s. 69.

70. The Minister lays the strategic plan of the Company before the National Assembly within 15 days after approval of the plan or, if the National Assembly is not sitting, within 15 days of resumption.

The competent parliamentary committee of the National Assembly examines the plan and for that purpose hears the representatives designated by the Company.

After the competent committee has examined the plan, the Government specifies any amendments the Company must make.

The Minister lays the amended plan before the National Assembly.

2010, c. 37, s. 70.

CHAPTER VII TRANSITIONAL AND FINAL PROVISIONS

DIVISION II ADMINISTRATION PRIOR TO AMALGAMATION

147. When appointing the first members of the board of directors of the Company, other than the chair and the president and chief executive officer, the Government takes into account the expertise and experience profiles approved by the respective boards of Investissement Québec and the Société générale de financement du Québec.

2010, c. 37, s. 147.

148. From the time it is formed, the board of directors of the Company exercises the functions of the board of Investissement Québec and the board of the Société générale de financement du Québec.

2010, c. 37, s. 148.

149. The term of the Investissement Québec and the Société générale de financement du Québec board members in office at the time the Company’s board of directors is formed ends at that time without compensation.

2010, c. 37, s. 149.

150. The Government appoints the first president and chief executive officer of the Company.

2010, c. 37, s. 150.

151. The president and chief executive officer of the Company takes office on 1 January 2011 or on any later date determined by the Government. The president and chief executive officer exercises, from the date he or she takes office, the functions of president and chief executive officer of Investissement Québec and of the Société générale de financement du Québec.

2010, c. 37, s. 151.

152. From the moment the Company’s president and chief executive officer takes office, the terms of office of the president and chief executive officer of Investissement Québec and of the president and chief executive officer of the Société générale de financement du Québec end, with no compensation other than the compensation provided for in section 22 of the Règles concernant la rémunération et les autres conditions de travail des titulaires d’un emploi supérieur à temps plein (O.C. 450-2007, 2007-06-20, in French only).

2010, c. 37, s. 152.

153. The Company’s board of directors must implement an amalgamation plan before the amalgamation of Investissement Québec and the Société générale de financement du Québec. The plan must include details of the arrangements necessary to complete the amalgamation and to provide for the management and operation of the Company.

The plan must take into account, in particular, the human, financial, material and informational resources of Investissement Québec and the Société générale de financement du Québec.

2010, c. 37, s. 153.

154. The Company’s board of directors may, prior to the amalgamation, enter into any contract it considers necessary to ensure the amalgamation of Investissement Québec and the Société générale de financement du Québec and foster the soundness of its activities and operations. For these purposes, the board may make any necessary financial commitment for the amount and for the term it considers appropriate.

2010, c. 37, s. 154.

155. The Company’s board of directors must, prior to the amalgamation, establish the Company’s staffing plan referred to in section 55.

2010, c. 37, s. 155.

156. Prior to the amalgamation, the Company’s board of directors establishes the Company’s first strategic plan. The plan covers a period of two years.

The strategic plan of the Société générale de financement du Québec and that of Investissement Québec apply to the Company until they are replaced by the first strategic plan approved by the Company.

2010, c. 37, s. 156.

157. The rights and obligations resulting from the acts of the Company’s board of directors with respect to the organization of the Company prior to the amalgamation are rights and obligations of Investissement Québec, unless the board provides expressly that those rights and obligations are rights and obligations of the Société générale de financement du Québec.

2010, c. 37, s. 157.

158. The last annual report required under section 17 of the Act respecting the Société générale de financement du Québec (chapter S-17) covers a 15-month period ending 31 March 2011.

The current fiscal year of the Société générale de financement du Québec ends on 31 December 2010. Its last fiscal year begins on 1 January 2011 and ends on 31 March 2011.

The Company must file the report and its financial statements no later than 30 September 2011.

2010, c. 37, s. 158.

DIVISION VII OTHER PROVISIONS

177. The Government may, by a regulation made before 1 January 2012, enact any other transitional measure required for the carrying out of this Act.

A regulation made under the first paragraph is not subject to the publication requirement set out in section 8 of the Regulations Act (chapter R-18.1) and comes into force on the date of its publication in the Gazette officielle du Québec, or on any later date set in the regulation. The regulation may also, if it so provides, apply from any date not prior to 1 January 2011.

2010, c. 37, s. 177.

DIVISION VIII FINAL PROVISIONS

182. The Minister of Economic Development, Innovation and Export Trade is responsible for the administration of this Act.

2010, c. 37, s. 182.

183. (Omitted).

2010, c. 37, s. 183.