REM project call for tenders: selection process and protection of confidential information
Montréal, February 14, 2017 – Following the announcement of the consortia that qualified for the calls for tenders of the Réseau électrique métropolitain project (REM), la Caisse today outlines the process that will lead to the selection of the winning bidders, and the measures put in place to protect confidential information.
Completed and upcoming steps
In December 2016, companies and consortia that qualified for the EPC (infrastructure engineering, procurement and construction) and RSSOM (provision of rolling stock, systems and operation and maintenance services) contracts signed agreements with CDPQ Infra giving them access to all tendering documents.
These documents, as well as technical information meetings with CDPQ Infra experts, will enable them to prepare their bids over the next few months. Selection of the bidders will take place in the weeks following submission of complete proposals. Construction will begin thereafter, ensuring operation of the first trains by the end of 2020.
As a shareholder of companies involved in the REM call for tenders, it is critical that la Caisse provide for a clear and rigorous selection process to ensure the integrity of CDPQ Infra’s decisions. La Caisse must also prevent its investment teams from receiving confidential information from CDPQ Infra concerning companies involved in the calls for tenders.
Several measures have therefore been adopted to ensure the full integrity of CDPQ Infra’s selection process, which will result in the selection of the best proposals.
This process will involve:
- The creation of an independent committee on the probity and integrity of the process (the Independent Committee), comprised of three members external to CDPQ Infra and la Caisse – Me William J. Atkinson, Ph.D., Ad. E., the Honourable Me Marie Deschamps, C.C., Ad. E., former justice of the Supreme Court of Canada and corporate director, and Jean-Pierre Desrosiers, FCPA, FCA, corporate director – that will supervise the process. (Short biographical notes of the Independent Committee members are included in the Appendix to this release). The Independent Committee will receive the recommendations of the selection committee and the final report of the external auditors, and will have the responsibility of ensuring the integrity and probity of the tendering process. In order to avoid any possibility or appearance of conflict of interest, the Independent Committee will receive and analyze the recommendations of the selection committee and the external auditors’ report, and will be responsible for validating the process leading to the selection of the chosen bidders. The Independent Committee’s opinion is final and made public by CDPQ Infra.
- Evaluation committees, made up of experts that will perform detailed analyses of different aspects of the proposals – engineering, rolling stock, construction, legal and financial, etc. – and that will forward their recommendations to the selection committee.
- A selection committee, made up of three experts, that will select bidders based on the recommendations of the evaluation committees.
- Two external auditors – Knowles Consultancy for the EPC contract, and André Dumais, fairness auditor, for the RSSOM contract –will monitor the selection process for each contract and attest to its integrity. These auditors will attend all committee meetings and will be included in all exchanges between CDPQ Infra and bidders.
Selection process governance structure
To prevent any attempt to influence their decisions, the membership of technical committees (evaluation committees and selection committee) will remain confidential. The membership of the Independent Committee, in charge of validating the integrity of the process, is made public to avoid any appearance of a conflict of interest. All proposals and related documents, and the documentation related to deliberations on the different committees, will be kept in reserved premises outside the offices of CDPQ Infra and la Caisse. Finally, all meetings of the evaluation committees, the selection committee and the Independent Committee will be held in these premises, to which access is extremely limited and continuously monitored.
Protection of confidential information
In accordance with its code of ethics and industry best practices, la Caisse has implemented a series of measures intended to prevent any exchange of confidential information between its investment teams and CDPQ Infra. These measures, adopted by la Caisse’s Board of Directors and detailed in a directive available on its website, include the following:
- Investment teams are restricted from communicating, disclosing or sharing with CDPQ Infra any confidential information concerning companies in which la Caisse invests or considers investing;
- Investment teams are restricted from soliciting any information from CDPQ Infra relating to companies involved in the calls for tenders;
- Physical segregation of CDPQ Infra staff and files into separate offices with access strictly controlled by keycard;
- Training for employees subject to the directive, focusing on the nature of confidential information, restrictions on its transmission and use, as well as on the legal consequences of violating these rules, including internal disciplinary measures, disciplinary procedures by securities commissions, civil liability, penal and criminal responsibility;
- Mandatory acknowledgement by employees subject to the directive of the rules on the protection of confidential information and of compliance with restrictions on the communication and solicitation of confidential information about companies in which la Caisse holds an interest.
A similar directive has been adopted and implemented by CDPQ Infra and is available on CDPQ Infra’s website.
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BIOGRAPHICAL SUMMARIES OF INDEPENDENT COMMITTEE MEMBERS
WILLIAM J. ATKINSON
William Atkinson began his career after studying law at Université Laval in 1971. He obtained a Ph.D. of Law and Political Science from London School of Economics in 1975. He is a member of the Québec Bar and of the Canadian Bar Association. He also worked for the Québec Justice department, the Office des professions, and spent more than 30 years working at McCarthy Tétrault law firm, where he specialized in commercial, administrative and securities law. The Quebec Bar awarded him the Lawyer Emeritus distinction in 2008. He has published a number of articles and continues to act as legal counsel for companies, crown corporations, organizations and other legal professionals.
The Honourable Marie Deschamps was called to the Québec Bar in 1975, after graduating from Université de Montréal. She worked as a lawyer in a number of firms, specializing in family, civil, criminal and commercial law. She obtained an LL.M. from McGill University in 1983. She was appointed judge to the Québec Superior Court in 1990, to the Québec Court of Appeal in 1992, and to the Supreme Court of Canada in 2002. She received honorary doctorates from Université de Montréal in 2008 and from Université de Sherbrooke in 2014. In 2013, she was named Companion of the Order of Canada, and Lawyer Emeritus by the Québec Bar in 2014. She is currently Associate Professor in the Faculty of Law at Université de Sherbrooke.
Jean-Pierre Desrosiers began his career following studies in accounting and business administration at Université Laval in 1972. He has held numerous positions in professional services firms, including PSB Boisjoli, KPMG and Fasken Martineau. He is an expert in audit, finance, business strategy and management, as well as community relations. He has taught at UQÀM and at HEC Montréal and continues to work with several not-for-profit groups. He was made a Fellow of the Ordre des comptables professionnels agréés du Québec in 1993, received a Governor General’s Award in 2013, and an honorary doctorate from UQÀM in 2014.
ABOUT LA CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
Caisse de dépôt et placement du Québec (CDPQ) is a long-term institutional investor that manages funds primarily for public and parapublic pension and insurance plans. As at June 30, 2016, it held $254.9 billion in net assets. As one of Canada's leading institutional fund managers, CDPQ invests globally in major financial markets, private equity, infrastructure and real estate. For more information, visit cdpq.com, follow us on Twitter @LaCDPQ or consult our Facebook or LinkedIn pages.
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