RESOLVED: That the Board of Directors assign responsibility for strategic oversight of human capital management to a board-level committee. The committee’s responsibilities may include: 

1. Reviewing, on an ongoing basis, corporate policies and practices on principles, strategy, and management of workforce-related matters, including those related to addressing workforce equity and inclusion; 

2. Oversight of the extent to which the company’s policies, standards, and requirements are applied consistently across its operations, and; 

3. Offering guidance on strategic decisions that may have an impact on the workforce. 

Supporting Statement: 

The COVID-19 pandemic has caused unprecedented challenges to the economy, workers, communities, and businesses. The virus has exposed how vulnerable and unprepared many companies were to address major business disruptions and protect their employees’ health and financial security.  

The pandemic experience has also signaled that a shift towards a low-carbon economy is underway, with companies in low-carbon sectors poised to expand their operations and workforce significantly over the coming years. At the same time, in recent months, the national recognition of the need to address systemic racism in North American institutions has put corporate oversight of diversity, equity, and inclusion in the spotlight.  

Investors increasingly see effective human capital management –the policies and practices used to cultivate the workforce’s skills and capabilities – as a primary source of value for companies. A large body of empirical studies shows that skillful management of human capital is associated with: improved workforce recruitment and retention, better returns and lower costs, better brand reputation, improved operational performance, and better long-term strategic planning1.  

The need for oversight responsibility of human capital management at the board level reflects the importance of human capital in a company’s strategy and operations. It is necessary to enable the Company to optimize performance and uphold its responsibilities to its growing workforce. Conversely, failure to properly assign board-level oversight of human capital management may create reputational and legal risks that can negatively impact performance and long-term value.  

To date, Boralex Inc has not established clear oversight responsibilities for its workforce at the board level, nor does it provide sufficient information for investors to understand its approach to human capital management across its operations. We believe, that establishing board committee oversight for human capital management would allow effective assessment and mitigation of workforce-related risks and promote a consistent standard of respect for core workers’ rights across Boralex Inc’s operations. 

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