Alithya Group inc
For the period ended Aug 6, 2025. Filed Aug 6, 2025.
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Aug 6, 2025 · Filed Aug 6, 2025
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EX-99.1 · NOMINATION PROCESS
NOMINATION PROCESS
When identifying potential director candidates, the Governance Committee and the Board Chair (who is also the Chair of the Governance Committee) focus on expanding and completing the Board’s overall knowledge, expertise and diversity, while maintaining a size that allows efficient functioning. Board renewal and succession planning is an item in the work program of the Governance Committee and is subject to regular discussions. In proposing a list of director candidates, the Board
ALITHYA | Statement of Corporate Governance Practices 22 is guided by the process described in the Company’s Corporate Governance Guidelines.
The nomination process is as follows:
| NOVEMBER | The Governance Committee reviews and discusses the following items in connection with the composition of the Board and its committees: - the size of the Board and any considerations to increase or decrease it while aiming at maintaining a size that allows efficient functioning; - the voting results for the election of the directors at the last annual meeting of shareholders; - the Board skills matrix, with a focus on expanding and enhancing the Board’s overall knowledge, business expertise and industry experience, as well as set diversity targets to achieve and maintain, while giving careful consideration to each director’s record of attendance, independence status, financial acumen, business judgment, board dynamics, other diversity criteria (including age with regards to the Company’s retirement policy set forth in the Corporate Governance Guidelines) and their most recent director performance self-assessment; and - the potential need to retain a director search firm to assist in identifying director candidates that meet the Board’s objectives, where deemed necessary. |
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| NOVEMBER – JUNE | If applicable, the members of the Governance Committee, together with the Board Chair, identify potential director candidates to fill any vacancy or need on the Board and submit their proposed candidates to the Chair of the Governance Committee. |
| If applicable, the Governance Committee Chair presents a list of potential candidates to the Governance Committee and selects one or more candidates to be approached by the Board Chair and the President and Chief Executive Officer. | |
| If applicable, the Board Chair, together with the President and Chief Executive Officer, meet with and interview each candidate to assess the candidate’s fit with the Board and his or her interest and willingness to serve on the Board, potential conflicts of interest, and ability to devote sufficient time and energy to the Board. | |
| JUNE – JULY | The Board Chair, together with the President and Chief Executive Officer, propose to the Governance Committee the director candidate(s) to be proposed as nominee(s) for election to the Board at the next annual meeting of shareholders, the Governance Committee approves their nomination, and the Governance Committee Chair reports the same to the Board. |
| The management proxy circular containing the nominees for election to the Board is proposed and approved by the Board. | |
| SEPTEMBER | The nominees to the Board are presented for election to the shareholders at the annual meeting of shareholders and each nominee is elected to serve as a director on the Board upon receiving a majority of votes in their favour. |
As part of the process, the Board Chair, in consultation with the Governance Committee, has developed a skills matrix based on types of business expertise and industry experience and diversity criteria, which aims at identifying gaps to be addressed in the director nomination process. Such process ensures that the skill set developed by directors, through their business expertise and experience, meets the needs of the Board.
For an overview of the competencies of each Nominee Director, together with their gender, age, geographical representation, Board tenure and underrepresented group they self-identify themselves to, where applicable, please refer to the Board Skills Matrix presented in the section entitled “Nominees for Election to the Board – Board Skills Matrix”. The Governance Committee reviews at least annually its skills matrix with the Board Chair with a view to (i) ensuring that the Board’s overall expertise and experience remain diversified, (ii) ensuring that the matrix itself remains accurate and relevant to the evolving needs of the Company, and (iii) filling any gaps so that the needs of the Board are met.
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