R-26.3 - Act respecting Retraite Québec

Updated to 9 May 2007

This document has official status.

chapter C-32.1.2

Act respecting the Commission administrative des régimes de retraite et d’assurances

CHAPTER III ORGANIZATION AND OPERATION

11. The affairs of the Commission are administered by a board of directors composed of 15 members appointed by the Government, including the chair of the board, the president and chief executive officer of the Commission, who is a member of the board by virtue of office, and 13 other members, including

(1)  four members representing the Government;

(2)  three members representing the employees who are members of the pension plans administered by the Commission, two of whom represent the employees covered by the Government and Public Employees Retirement Plan and one, the employees covered by the Pension Plan of Management Personnel;

(3)  one member representing the pensioners under any of the pension plans administered by the Commission; and

(4)  five independent members.

The members referred to in subparagraph 2 of the first paragraph are appointed after consultation with the unions and associations referred to in subparagraph 1 of the first paragraph of section 164 of the Act respecting the Government and Public Employees Retirement Plan (chapter R-10) or the associations referred to in subparagraph 1 of the first paragraph of section 196.3 of the Act respecting the Pension Plan of Management Personnel (chapter R-12.1), depending on the employees represented.

The pensioners’ representative on the board of directors of the Commission is appointed after consultation with the associations that are the most representative of the pensioners under the pension plans administered by the Commission, unless a different consultation process is determined by the Government.

A member of the board may not be a member of the pension committee of a pension plan administered by the Commission.

2006, c. 49, s. 11.

12. Members qualify as independent if they have no direct or indirect relationships or interests, whether financial, commercial, professional, philanthropic, or other, likely to interfere with the quality of their decisions as regards the interests of the Commission.

Independent members may not

(1)  be in the employ of the Commission, the Government or a body whose employees are members of a pension plan administered by the Commission or have been in such employ in the three years preceding appointment to office, or be in the employ of or be an officer of an association of employees or an association of managers representing those employees or have been in such employ or been such an officer during that period; or

(2)  have an immediate family member who is a senior officer of the Commission.

The Government may adopt a policy concerning situations it intends to examine to determine if a board member qualifies as an independent member. The Government may specify the meaning it intends to assign to the expression “immediate family member”.

2006, c. 49, s. 12.

13. For a member of the board of directors having the status of independent member, the sole fact of being in a limited and specific conflict of interest situation does not disqualify the member as an independent member.

2006, c. 49, s. 13.

14. A member of the board of directors appointed as an independent member must disclose in writing to the board and to the Minister any situation likely to affect the member’s status.

2006, c. 49, s. 14.

15. No act or document of the Commission or decision of the board of directors is invalid because fewer than six members are independent members.

2006, c. 49, s. 15.

16. A member of the board of directors who exercises functions on a full-time basis within the Commission may not have a direct or indirect interest in a body, enterprise or association that places the member’s personal interests in conflict with the Commission’s interests. If such an interest devolves to the board member, including by succession or gift, it must be renounced or disposed of with dispatch.

Any other member of the board who has a direct or indirect interest in a body, enterprise or association that places the member’s personal interests in conflict with the Commission’s interests must disclose it in writing to the chair of the board and abstain from participating in any discussion or decision involving the body, enterprise or association. The member must also withdraw from a meeting for the duration of a discussion or vote on such a matter.

2006, c. 49, s. 16.

17. If a member of the board of directors is sued by a third party for an act done in the exercise of the functions of office, the Commission assumes the member’s defence and pays any damages awarded as compensation, unless the member committed a gross fault or a personal fault separable from those functions.

In penal or criminal proceedings, however, the Commission pays the defence costs of a member of the board only if the member was discharged or acquitted or if the Commission judges that the member acted in good faith.

2006, c. 49, s. 17.

18. If the Commission sues a member of the board of directors for an act done in the exercise of the functions of office and loses its case, it must pay the member’s defence costs if the court so decides.

If the Commission wins its case only in part, the court may determine the amount of the defence costs it must pay.

2006, c. 49, s. 18.

19. The chair of the board of directors must be an independent member.

The offices of chair of the board and president and chief executive officer may not be held concurrently.

2006, c. 49, s. 19.

20. The chair of the board of directors presides at meetings of the board and sees to the smooth operation of the board and the board committees.

The chair also assumes any other responsibility assigned by the board.

2006, c. 49, s. 20.

21. The president and chief executive officer and the independent members of the board of directors are appointed after consulting with the board and taking into account any expertise and experience profile established by it.

2006, c. 49, s. 21.

22. The Government may dismiss the president and chief executive officer after consulting with the board of directors.

2006, c. 49, s. 22.

23. Members of the board of directors, other than the president and chief executive officer, receive no remuneration except in the cases and on the conditions that may be determined by the Government. They are entitled, however, to the reimbursement of expenses incurred in the exercise of their functions in the cases, on the conditions and to the extent determined by the Government.

2006, c. 49, s. 23.

24. Members of the board of directors are appointed for a term of up to four years, except for the chair of the board and the president and chief executive officer, who are appointed for a term of up to five years.

On expiry of their term, the members of the board remain in office until replaced or reappointed.

2006, c. 49, s. 24.

25. A vacancy on the board of directors, except for the position of president and chief executive officer, must be filled for the remainder of the term of office in accordance with the rules of appointment provided in this Act.

Absence from the number of board meetings determined by by-law of the Commission constitutes a vacancy in the cases and circumstances indicated in the by-law.

2006, c. 49, s. 25.

26. Depending on its priorities, the board of directors designates the chair of a committee established in section 33 to act as a replacement when the chair of the board is absent or unable to act.

2006, c. 49, s. 26.

135. In order to satisfy the requirements of section 21 of this Act, the first chair of the board of directors of the Commission administrative des régimes de retraite et d’assurances is appointed by the Government, after consultation with the associations referred to in section 6 of this Act, on the basis of the expertise and experience profile the Government determines.

For the appointment of the remaining first independent members of the board, the expertise and experience profile the board must establish under section 21 is established by a committee made up of the chair of the board of directors of the Commission, the president and chief executive officer of the Commission and the members referred to in subparagraphs 1 to 3 of the first paragraph of section 11. In the case of a tie vote during this process, the chair of the board has a casting vote.

For the purposes of the second paragraph, the pensioners’ representative on the board of directors of the Commission is appointed after consultation with the associations of pensioners under the pension plans concerned that are the most representative.

2006, c. 49, s. 135.

Note that the provision became effective when the Act respecting the Commission administrative des régimes de retraite et d’assurances (former title of this Act) came into force.

140. (Omitted).

2006, c. 49, s. 140.