Organization Profile - The Jacques-Cartier and Champlain Bridges Inc.

Financial Administration Act

The Board shall consist of 7 members, including the Chairperson and the Chief Executive Officer.

Each director of the Corporation, other than the Chief Executive Officer and the Chairperson, shall be appointed by the Minister, with the approval of the Governor in Council. Each of the Chief Executive Officer and the Chairperson shall be appointed by the Governor in Council.

Each director, other than the Chairperson and the Chief Executive Officer, shall hold office during pleasure for a term not exceeding four years that will ensure, so far as possible, the expiration in any one year of the terms of office of not more than one half of the directors of the Corporation.

The Chairperson and the Chief Executive Officer shall hold office during pleasure for such term as the Governor in Council considers appropriate.

A director is eligible for reappointment on the expiration of his term of office. If a director is not appointed to take office on the expiration of the term of an incumbent director, other than the Chief Executive Officer and the Chairperson, the incumbent director continues in office until his successor is appointed.

A director ceases to hold office on death, on removal from office by the Minister with the authorization of the Governor in Council, on suspension by the Governor in Council pursuant to applicable law for so long as that suspension lasts, on ceasing to be qualified to be a director as set forth under applicable law or under the By-laws, on receipt of a written resignation by the Corporation, or if a time is specified in such resignation at the time so specified, whichever is later. A copy of any written resignation thus received by the Corporation shall be forwarded to the Clerk of the Privy Council within fifteen days of receipt.

No person shall be qualified for election as a director of the Corporation if such person is less than 18 years of age, is of unsound mind and has been so found by a court in Canada or elsewhere, is not an individual, or has the status of a bankrupt. The majority of the directors of the Corporation shall be resident Canadians. No officer or employee of the Corporation or any of its affiliates, other than the Chief Executive Officer and the Chairperson, shall be a director of the Corporation.

Before the Chief Executive Officer or the Chairperson are appointed, the Minister shall consult the Board with respect to their appointment.

The quorum for the transaction of business at any meeting of the Board shall consist of a majority of the number of directors in office or such greater number of directors, as the Board may from time to time determine.

The auditor of a Crown corporation shall be appointed annually by the Governor in Council, after the appropriate Minister has consulted the board of directors of the corporation, and may be removed at any time by the Governor in Council, after the appropriate Minister has consulted the board.

The Auditor General of Canada shall be appointed by the Governor in Council as the auditor, or a joint auditor, of each Crown corporation, unless the Auditor General waives the requirement of being so appointed.

The Governor in Council may make regulations prescribing the criteria to be applied in selecting an auditor for appointment pursuant to subsection (1).

An auditor of a Crown corporation is eligible for re-appointment on the expiration of the auditor’s appointment.

If an auditor of a Crown corporation is not appointed to take office on the expiration of the appointment of an incumbent auditor, the incumbent auditor continues in office until a successor is appointed.

The rate of any remuneration paid to a director or the Chairperson of the Chief Executive Officer for his services in respect of that office and in the case of the Chairperson and the case of Chief Executive Officer, any other office of the Corporation or an affiliate thereof, shall be fixed by the Governor in Council.

The directors, the Chairperson and the Chief Executive Officer shall be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board or any committee thereof, in accordance with the policies of the Corporation relating thereto, as amended from time to time.

Any benefits, other than remuneration, provided to a director, the Chairperson or the Chief Executive Officer for his services in respect of that office, and in the case of the Chairperson or Chief Executive Officer, any other office of the Corporation or an affiliate thereof shall be fixed by the Board in accordance with applicable law.