Governance overview

Governance Overview

Couche-Tard’s Board of Directors considers strong and transparent corporate governance practices to be an important factor in the overall success of the Company and is committed to adopting and adhering to the highest standards in corporate governance.

The Board strives for continuous improvement in its corporate governance practices to ensure continued effective oversight of management and Couche-Tard’s business affairs, and to make sure the governance framework not only meets regulatory requirements but also reflects evolving best practice.

Position Descriptions

The Board of Directors has developed Charters for the Audit and Human Resources and Corporate Governance committees of the Board, as well as respective position descriptions for the Founder and Executive Chairman of the Board, for the Lead Director, for the Committee chairs and for the President and Chief Executive Officer to complement the Board of Directors’ Charter.

Ethical Business Conduct

The Corporation has in place a written code of ethics and conduct for its officers and employees (the “Code”). The Code may be consulted on the Corporation’s profile on SEDAR at or the website The Human Resources and Corporate Governance Committee is responsible for the Code’s implementation within the Corporation. The Code is distributed and acknowledged by each employee of the Corporation upon hire. The Code pertains namely to conflict of interest, the use of the Corporation’s assets, fair treatment of clients, suppliers, competitors and other Corporation employees. In addition, the Code includes a communication policy the objective of which is to ensure that disclosure to the investing public regarding the Corporation is made in a timely manner by the Corporation’s authorized representatives, in accordance with the applicable statutory and regulatory requirements. Pursuant to the Code, all employees of the Corporation shall report any activity which seems not to be in line with the Code or laws and regulations.

The Corporation has adopted a code of ethics and conduct for its board members which stipulates namely that a director who finds himself in a conflict of interest during any Board of Directors or Committee meeting must immediately declare his/her interest and refrain from participating in any discussion about the conflicting issue or from voting thereon.