1. Governance at BDC Michel Bergeron VP, Corporate Relations

2. Outline 1.An introduction to BDC 2.Canada’s approach to governance 3.Governance at BDC 4.Creating an environment conducive to proper governance

3. 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

4. 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

5. Canada’s Governance Framework Parliament of Canada Minister of Industry BDC Board of Directors BDC Management BDC Act Financial Administration Act

6. 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)

7. 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

8. 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

9. 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