Governance at BDC

Michel BergeronVP, Corporate Relations

Outline

1. An introduction to BDC

2. Canada’s approach to governance

3. Governance at BDC

4. Creating an environment conducive to proper governance

An Introduction to BDC

Mandate:To create and develop Canadian Small and medium sized businesses (SMEs)

Services offered to SMEs: Financial Services:

Term financing (direct)Venture capital (direct and indirect)

Consulting services

Close to 10B Cdn$ outstanding financing (approx. 9B US$)

94 branches 1,700 employees 27,000 clients

BDC

Canada’s approach to governance:

Arm’s length = Autonomy Counterbalanced by Accountability

and Transparency Need to have clearly defined roles

and structures through a well defined legal framework

Canada’s Governance Framework

Parliamentof Canada

Minister of Industry

BDC Board of Directors

BDCManagement

BDC ActFinancial

Administration Act

Parliament’s Oversight:

Annual Report (every year):Public

2 Auditors Private

Corporate Plan (every year)

Special Exam (every 5 years)

Legislative Review (every 10 years)

Access to Information Act (ongoing)

A fine balance between:

Autonomy:• non-partisan, non political provider of

service• in charge of its operations• able to resist inappropriate pressure• has a Board of Directors comprised of

independent directors

Accountability:• Management• Board• Minister• Parliament

Workplace environment

Core Values– Ethics– Client

connection– Team spirit– Accountability– Work-life

balance

Employee Code of Conduct, Ethics and Values

Cases of wrongdoing: referred to Audit Committee

Referral Policy

A closing remark

State-Owned Institutions:– people hold them to a higher standard

Laws and regulations:– lagging indicators of society’s

expectations

Our approach:– scan for rising expectations– follow best practices (often from the

private sector peers)– try to always stay ahead