The Governance and Human Resources Committee of the Board of Directors of the Quebec Drug Insurance Pooling Corporation (hereinafter referred to as the “Committee”) shall consist of at least three (3) Board members, related or not to the prescription drug insurance industry in Quebec.
In order to carry out its governance mandate, the Committee shall consider all matters in a way that ensures transparent operations in accordance with the rules of sound governance. It shall see to it that the rules required for the application of laws and regulations are drawn up, adopted and applied.
As the body responsible for governance, the Committee:
Periodically reviews the rules of governance related to the sound management of the Corporation;
Periodically defines the overall governance framework, including the roles of the Board of Directors, the chairperson, the secretary and the executive director;
Ensures that the risks that the Corporation is exposed to are identified;
Periodically reviews the Risk Management Policy and ensures compliance with it;
Periodically reviews the rules for allocating mandates to ad hoc consultants;
Periodically reviews the expertise and experience profiles for appointing Board members;
Acts as Nominating Committee for the election of Board members;
Carries out performance evaluations for the Board and the chairperson and periodically reviews the related evaluation forms;
Periodically reviews the Committee’s mandate;
evelops the Committee’s annual priorities;
Periodically reviews the measures for safeguarding confidential information that the Corporation may have;
Periodically reviews the Document Retention Policy;
Periodically reviews the Persons Authorized to Act Policy;
Periodically reviews Board members’ rate of remuneration;
Periodically reviews the Complaint Handling Policy;
Establishes a contingency plan to ensure continued operations (workforce and other resources).
With respect to the Code of Ethics and Professional Conduct and rules of governance of the Corporation, the Committee:
Periodically reviews the rules of professional conduct;
Ensures ongoing monitoring of potential conflicts of interest among Board members;
Receives reports of violation of the Code of Ethics and Professional Conduct, as well as explanations;
In the event of violation of the Code of Ethics and Professional Conduct, the Committee takes the necessary action to rectify the situation and to prevent such violations from reoccurring;
Ensures that all Board members and employees have read and understood the Code of Ethics and Professional Conduct and undertake to comply with it; and
Periodically reviews the administrators’ forms and declarations.
The mandate related to human resources requires that the Committee submit policies governing human resources to the Board for approval and that it subsequently ensures their implementation.
As the body responsible for human resource policies, the Committee has the mandate of reviewing human resource management guidelines and strategies, particularly with respect to performance appraisals, succession planning and management compensation, as well as the Corporation’s general human resource practices. In particular, the Committee performs the following tasks:
Reviews and submits to the Board of Directors the expertise, competency and skill profile established for appointing the executive director;
Reviews the compensation and other employment conditions of the executive director;
Periodically reviews the responsibilities of the executive director;
As needed, reviews and recommends to the Board, significant changes to the Corporation’s organizational structure; and
Ensures that human resource policies are implemented and complied with.
