2010 ANNUAL AND SUSTAINABILITY REPORT
Transcription
2010 ANNUAL AND SUSTAINABILITY REPORT
2010 ANNUAL AND SUSTAINABILITY REPORT Through its Fonds régional de solidarité FTQ Saguenay–Lac-St-Jean, the Fonds de solidarité FTQ is proud to be a financial partner of Cycles Devinci, manufacturer of the Bixi bicycles, Montréal’s public bike system. The Fund encourages its shareholders and the public to use the Bixi service, a good means of transportation that fits within a sustainable development approach. www.bixi.com 1 MISSION 2 MESSAGE FROM THE CHAIRMAN OF THE BOARD 3 MESSAGE FROM THE PRESIDENT AND CEO 4 WHAT IS SUSTAINABLE DEVELOPMENT? 5 STRONG TIES TO OUR “STAKEHOLDERS” 6 OUR SOCIAL IMPACT 11 OUR SHAREHOLDERS 14 OUR LOCAL REPRESENTATIVES 15 OUR ECONOMIC IMPACT 17 OUR PARTNERS 22 OUR ENVIRONMENTAL HIGHLIGHTS 25 OUR EMPLOYEES 27 FINANCIAL INFORMATION 98 GLOSSARY 100 ETHICS AND GOVERNANCE 102 THE BOARD OF DIRECTORS 103 THE MANAGEMENT COMMITTEE, THE GOVERNING BODIES OF THE FONDS DE SOLIDARITÉ FTQ AND THE UNION 104 MEMBERS OF OUR COMMITTEES AND BOARDS WHO ARE INDEPENDENT FROM THE FUND AND THE FTQ 105 CONTEXT AND PARAMETERS 107 THE GRI INDEX 109 OUR NETWORK OF COMMITMENTS OUR ECONOMIC AND SOCIAL HIGHLIGHTS KEY DATA F O R T H E Y E A R S E N D E D M AY 3 1 (in millions of dollars, except Class A shares, in thousands) Statement of Operations Revenues Net earnings (net loss) Balance Sheet Net assets Class A shares outstanding 2010 2009 2008 2007 2006 222 600 239 (919) 261 (89) 249 475 231 366 7,294 6,375 7,285 7,239 6,607 305,951 291,733 290,050 284,628 277,466 Ratio1 Total operating expenses 1.5% 1.7% 1.4% 1.3% 1.4% 1. The total operating expense ratio does not include capital tax and is calculated as stipulated in the Regulation Respecting Development Capital Investment Fund Continuous Disclosure. 126,035 122,460 116,644 2007 2006 142,902 2009 2008 150,133 3,333 2006 3,959 3,736 2007 2009 2010 2008 4,598 2010 1,681 2006 2006 1,696 1,881 2008 2007 2,000 2009 573,086 2006 2,052 574,794 2007 2010 575,394 2009 2008 NUMBER OF PARTNER COMPANIES (Fund and network) 570,889 2,052 NUMBER OF SHAREHOLDERS 577,511 577,511 2010 6.0 7.1 (1.2) 2007 2009 2008 9.2 2010 (12.6) 23.74 2006 25.36 2009 2010 2007 NUMBER OF JOBS CREATED, MAINTAINED OR PROTECTED IN QUÉBEC BY THE FUND AND ITS NETWORK 25.05 150,133 FAIR VALUE OF DEVELOPMENT CAPITAL INVESTMENTS2 (in millions of dollars) 2008 $4,784 M RATE OF RETURN OF THE FUND 1 (as a percentage) 21.78 9.2% 23.84 $23.84 NET VALUE PER SHARE (in dollars) 4,784 AS AT MAY 31 FOR THE YEARS ENDED MAY 31 668 643 2007 2006 730 2008 2009 501 2010 329 2006 402 2007 2008 2009 2010 2006 2007 341 476 8483 647 614 611 2008 571 655 DEVELOPMENT CAPITAL INVESTMENTS2 (in millions of dollars) 2009 $501 M REDEMPTIONS OF SHARES (in millions of dollars) 660 $341 M SHARE ISSUES (in millions of dollars) 2010 $660 M 1. Net earnings (net loss) per share divided by the share price at the beginning of the year. The return to the shareholder was 9.5%, and it does not take into account tax credits granted to shareholders. 2. These investments include funds committed but not disbursed as well as guarantees and suretyships. 3. $1,348 million taking into account the programs announced in the budget of the Government of Québec. 150,133 JOBS CREATED, MAINTAINED OR TRAINING ACTIVITIES PROTECTED IN QUÉBEC BY THE FUND AND ITS NETWORK* FO R T H E Y E A R E N D E D M AY 3 1 , 20 10 AS AT MAY 31, 2010 A.Direct jobs 82,078 C B.Indirect jobs 35,510 52,952 A B C.Induced jobs 32,545 Regional, local and other funds 21,208 Specialized funds 7,918 Taking into account past and current partnerships, from 1990 to 2010, it is estimated that more than 410,000 jobs were created, maintained or protected in Québec by the Fund and its network. Number Retirement and early retirement 27,215 Access to home ownership 3,722 Unforeseen events (job loss or other) 5,822 Death, disability, redemption within 60 days 1,798 Return to studies 393 Other criteria SHAREHOLDER PROFILE AS AT MAY 31, 2010 TOTAL NUMBER OF SHAREHOLDERS 577,511 57.5% 253 110 59 26 448 FO R T H E Y E A R E N D E D M AY 3 1 , 20 10 Criteria Non-unionized 245,481 Courses 2,819 1,917 1,366 491 6,593 REDEMPTION BREAKDOWN BY CRITERION * By partner companies in the portfolio as at May 31, 2010. Unionized 332,030 Participants Local representatives (LRs) In the workplace Network members Students Total Fonds de solidarité FTQ 42.5% (capital injection into a business, emigration, redemption of pension credits, ineligibility for tax credits) 672 39,622 Total $M % 252 31 74 9 27 8 20 2 6 1 9 341 2 100 CHANGE IN DEVELOPMENT CAPITAL INVESTMENTS (AT COST)1 FOR THE YEAR ENDED MAY 3 1 , 20 10 Regions3 Western Québec Montréal Region Central Québec Québec City Region Eastern Québec All of Québec Outside Québec Total Sectors Real estate Regional development4 Industries, services, natural resources and consumer New economy Total Balance as at May 31, 20092 No. Investments Disinvestments Balance as at May 31, 2010 $M % No. $M % No. $M % 12 100 124 1,900 16 139 31 460 29 140 48 1,612 36 335 296 4,686 2 41 3 10 3 34 7 100 4 30 9 8 8 2 7 68 17 382 21 20 29 28 4 501 3 76 4 4 6 6 1 100 3 45 5 8 11 16 8 96 22 290 6 31 13 295 3 660 3 44 1 5 2 45 - 100 342 454 7 10 1 1 27 3 5 1 2 1 34 1 5 - 170 2,612 91 1,278 296 4,686 56 27 100 51 15 68 407 64 501 81 13 100 70 23 96 533 92 660 81 14 100 11 24 No. $M % 13 95 117 1,992 18 154 31 449 28 156 46 1,345 40 336 293 4,527 2 44 3 10 3 30 8 100 9 23 335 456 7 10 171 2,486 90 1,250 293 4,527 55 28 100 1. These investments exclude the portfolio of shares held in Entreprises publiques québécoises à faible capitalisation and include funds committed but not disbursed, as well as guarantees and suretyships. 2.The breakdown by region and sector as at May 31, 2009 was changed based on the reorganizations undergone by companies in the portfolio. 3. Regional groupings: Western Québec: Abitibi-Témiscamingue/Outaouais. Montréal Region: Montréal/Laval/Laurentides/Montérégie/Lanaudière. Central Québec: Estrie/Mauricie/ Centre-du-Québec. Québec City Region: Capitale-Nationale/Chaudière-Appalaches. Eastern Québec: Bas-Saint-Laurent/Saguenay–Lac-Saint-Jean/ Gaspésie–Îles-de-la-Madeleine/ Côte-Nord/Nord-du-Québec. All of Québec: Investments impacting more than one region. Outside Québec: Investments in companies headquartered outside Québec. 4.Regional funds, local funds and regional investment companies. MISSION CREATE, MAINTAIN OR PROTECT JOBS Invest in companies impacting the Québec economy and offer them services to further their development and create, maintain or protect jobs. TRAIN WORKERS Promote economic training for workers so they can increase their influence on the economic development of Québec. DEVELOP THE QUÉBEC ECONOMY Stimulate the Québec economy through strategic investments that benefit both Québec workers and companies alike. PREPARE FOR RETIREMENT Make workers aware of the need to save for retirement and encourage them to do so, as well as encourage them to participate in the development of the economy by purchasing Fund shares. FONDS DE SOLIDARITÉ FTQ | 2010 1 MESSAGE FROM THE CHAIRMAN OF THE BOARD COMMITTED TO ECONOMIC AND SOCIAL WELL-BEING The Fonds de solidarité FTQ was created in 1983 to innovate. Innovate by investing to create jobs and support social and economic development here in Québec while producing a return for its shareholders. Innovate also by prioritizing economic training and involving workers in the livelihood of their companies while encouraging them to adopt sound savings habits. This concern for the economic and social well-being of individuals and society remains the motivating principle of each of the Fund’s actions. Before, discussing sustainable development wasn’t even on the agenda. Now, it is with great conviction that we believe that we are following a sustainable development approach, and have since the Fund was created. As a responsible investor, we contribute to the socio-economic development of Québec. Our strategy is therefore intrinsically tied to the goals of sustainable development, which are economic, social and environmental. The essence of the Fund, even, is solidarity. In prioritizing investments in small and medium-sized enterprises in Québec, we can create, maintain and protect jobs as well as stimulate the Québec economy. The social audits that we perform before investing patient capital allow us to make companies grow in much more than just financial terms. The global economic crisis showed us the limits of a certain kind of economic liberalism. If Québec has made it through relatively unscathed, more so than others, it’s particularly because of public investments that met real 2 FONDS DE SOLIDARITÉ FTQ | 2010 needs of the population. It’s also due to the existence of institutions that, like the Fund, act as a conscience in economic development with individuals in mind. In the context of an aging population, retirement savings is more important than ever. According to a recent SECOR study, one out of two workers will retire with insufficient financial means. Retirement savings is therefore a challenge that the Fund is approaching in two ways: by introducing many Quebeckers to RRSPs and promoting more constant and growing contributions. In this approach, the Fund actively participates in economic training for workers and in promoting retirement savings. To complete this portrait of sustainable development, we are also more conscious of our environmental footprint. This is why, in 2010, we have adopted an environmental policy for our head office. The policy covers internal activities as well as procurement practices concerning the products and services that we receive from suppliers. Loyal to our mission, our strategic priorities in the area of sustainable development concentrate, of course, on the economic performance that generates and distributes wealth, the creation of quality jobs, the respect of human rights, and strong governance that encourages complying with social and environmental standards. Along the same lines, the Fund would like to highlight and reiterate its commitment to the Global Compact, which it began adhering to in 2009. To report on our efforts, we are proud to present our annual report that integrates the Fund’s first sustainability report. We have prepared this triple bottom line report (economic, social and environmental) in accordance with the guidelines of the Global Reporting Initiative (GRI), which is the most exhaustive and widespread international reference on the subject. This way we can have a more transparent reporting and improve the engagement with our stakeholders. Beginning with this first report, strengths as well as areas of improvement will be highlighted. In our future reports we will therefore be able to measure the progress made year after year. What you hold in your hands is a real tool to measure our global impact and to monitor continuous improvement. To finish, I would like to sincerely thank all the members of the Board of Directors and the other governing bodies for their exceptional contribution and their unfailing commitment to the Fund. We will have the future that we prepare for, individually and collectively. By supporting the Fonds de solidarité FTQ, we are doing both. MICHEL ARSENAULT CHAIRMAN OF THE BOARD OF DIRECTORS MESSAGE FROM THE PRESIDENT AND CEO A YEAR OF GOOD RESULTS In 2009-2010, the Fonds de solidarité FTQ saw an increase that confirms the strength of its foundations in the economy of all the regions of Québec, as well as its skilled management of its shareholders’ investments. For the financial year ended May 31, its record earnings of $600 million allowed the share value to grow by 9.5%. The total operating expense ratio was 1.5%, compared to 1.7% for the previous year. The Investments sector achieved a return of 11.0%, particularly buoyed by the rebound in the stock markets and the strength of our private securities portfolio. The Other investments sector generated a return of 11.2%, which is particularly explained by the effectiveness of the sector-based investment strategies implemented a few years ago, the rise in the value of bonds and interest revenues. The Fonds de solidarité FTQ followed through on its mission to create, maintain and protect jobs and to contribute to social and economic development by investing $501 million in companies. Several of the Fund’s investments had particularly structural effects on the Québec economy. In particular, we can highlight the agricultural and industrial equipment producer Premier Tech ($25 million), the Fonds d’investissement pour la relève agricole (FIRA) ($25 million was authorized during the last financial year), Fortress Paper ($15 million), Groupe Smardt Refroidisseurs ($15 million), furniture maker Foliot Management ($5.5 million), Groupe Bermex ($6 million), and Teraxion, world leader in the design of optical products used by technology companies ($5.5 million). As part of its strategic investments, the Fund also invested in the following companies: GLV, an international technology solutions provider ($38.5 million), the Montréal Canadiens Hockey Club ($58.1 million), Stella-Jones, North American leader in railroad ties ($30.8 million), and Logibec Groupe Informatique ($30 million). In 2009, venture capital investments dwindled 27% in Canada and 37% in the United States, yet increased 10% in Québec, which represents 43% of Canadian investments. This performance is largely attributable to labour-sponsored funds such as the Fonds de solidarité FTQ. In addition to making investments themselves, these funds also promote the creation of new private investment funds and the influx of foreign funds to Québec. One example, from 2009, is the Teralys fund to support technology companies, which was created by the Fonds de solidarité FTQ ($250 million), in collaboration with the Caisse de dépôt et placement ($250 million) and the Government of Québec ($200 million). of 7.8% over 10 years, if we take into account the tax credits granted by the Governments of Québec and Canada (but not RRSP-related tax deductions). In addition, the governments recover the amounts invested in this way within a period of about three years on average, according to a recent SECOR study. The success of the Fund starts with its employees, who deserve the praise. Accordingly, I would like to thank them for the high-quality work they do every day. I would also like to thank our LRs for the vital work they carry out. A thank you goes out, of course, to our valuable entrepreneur partners, and a special and heartfelt thank you to our loyal shareholders. Without all of you, the Fonds de solidarité FTQ could not have become the great sustainable development tool it has become. This annual report, which incorporates our first sustainability report, is a tangible proof of this. YVON BOLDUC PRESIDENT AND CEO Québec society therefore benefits from the Fund’s work. So do its shareholders: a shareholder who invested through payroll deduction the same amount each year obtained an annual compound return of 15.1% over 5 years, of 11.5% over 7 years and FONDS DE SOLIDARITÉ FTQ | 2010 3 WHAT IS SUSTAINABLE DEVELOPMENT? Sustainable development, as defined in the Report of the Brundtland Commission (1987), is “development that meets the needs of the present without compromising the ability of future generations to meet their own needs.” It is therefore development that is more equitable, more balanced, and that has long-term benefits. It is also development that takes into account, in its implementation, economic, social and environmental dimensions. Sustainable development is not solely based on environmental concerns; it integrates them and goes even further. WHAT IS A SUSTAINABILITY REPORT? ENVIRONMENTAL Viable Livable A sustainability report is intended to report the activities of a company or an organization – in this case, the Fonds de solidarité FTQ – in the three dimensions of sustainable development: environmental, social and economic. This report is a significant element for internally managing sustainable development and an important basis for an open dialogue with individuals or groups affected by our activities; it reports on our actions, our successes and the challenges we must meet. Sustainable SOCIAL Fair ECONOMIC TO BE SUSTAINABLE, DEVELOPMENT SHOULD INTEGRATE THESE THREE DIMENSIONS: SOCIAL, ECONOMIC AND ENVIRONMENTAL WHY A SUSTAINABILITY REPORT? The Fonds de solidarité FTQ prepared a sustainability report in order to: – measure and disclose its sustainability performance; – gather in a single document the main direct actions of the Fund having the most significant social, environmental and economic impact; – identify potential improvements. This report is also a useful communication tool in discussions with our stakeholders. 4 FONDS DE SOLIDARITÉ FTQ | 2010 WHAT IS THE GRI? The Global Reporting Initiative (GRI) was created in 1997. Its mission is to establish sustainability standards applicable worldwide that allow companies, governmental organizations and non-governmental organizations (NGOs) to report their economic, environmental and social performance. Created by the Coalition for Environmentally Responsible Economies (CERES), in collaboration with the United Nations Environment Programme (UNEP), the GRI is an international network of active participants from business, civil society, labour, professional institutions, NGOs, accountancy organizations and other organizations from all over the world. Their commitment, through a collective consensus-seeking process, continuously improves the framework that can be used by companies and organizations to analyze their performance and report on it by issuing sustainability reports. The companies’ ability to measure and manage their economic, social and environmental impact, and to develop action plans based on this information is fundamental to ensure sustainable development. STRONG TIES TO OUR “STAKEHOLDERS” ENGAGING OUR STAKEHOLDERS: A GUARANTEE OF SUCCESS The GRI approach states that “stakeholders” are all the entities and individuals who are significantly affected by the activities of an organization like ours, and who influence the ability of this organization to reach its goals and successfully achieve its mission. We are working so that all the means of communications we have implemented and used over the years allow us to fully play our role (meeting the legitimate expectations of these groups and individuals, and thereby meeting social and economic needs that motivated the creation of the Fonds de solidarité FTQ). To be assured of the relevance and efficiency of our “engagement” with our stakeholders, we have: – identified the principal expectations these groups and individuals have of the Fund; – identified information sources and the means used to obtain such information (surveys, annual meet ings, conferences and meetings with partners, publicity campaigns, mailings, field offices, personal contacts, Shareholder Services activities, training, etc.); – established the methods and means necessary to best meet the needs and expectations expressed while complying with the Fund’s values and mission. OUR SUSTAINABLE DEVELOPMENT IMPACT The social and economic contribution of the Fonds de solidarité FTQ is unique. During the last financial year, it invested $501 million in companies across Québec. As at May 31, 2010, the Fund and its network had 2,052 partner companies that contributed to creating, maintaining and protecting 150,133 jobs in Québec. These figures show the effectiveness of the Fund for Québec companies and the trust of its 577,511 shareholders, a record number. The net assets of the Fund now total $7.3 billion. Thanks to the work of its 2,000 or so local representatives, among other factors, the Fund issued $660 million of shares during the financial year and recorded net earnings of $600 million, which is also a record. In addition, the value of its shares increased by $2.06 since May 31, 2009, for growth of 9.5% in one year. As a service organization, our environmental impact is limited. We nevertheless put in place management processes and take actions to reduce our environmental footprint. To that end, we recently adopted an environmental policy for our Montréal head office building that will help us minimize our impact. Our sustainability report is a driver of the integration of sustainable development in all of our operations. Prior to preparing the report, we performed a materiality analysis that allowed us to prioritize the issues, the risks and the opportunities for our organization. Further to the analysis of the results disclosed in this report and the comments from our various stakeholders, we will be able to set, in the future, performance targets based on the priorities identified. By assessing the performance of the companies in which it invests and, in particular, by performing a social audit of these companies that allows identifying potential improvements, the Fund is using tools to have a better growth impact on these companies as a value-adding partner. As part of this engagement with our stakeholders, we would like to ask you to fill out the response card inserted here to share your thoughts on this report and the sustainable development approach the Fund has adopted. FONDS DE SOLIDARITÉ FTQ | 2010 5 150,133 OUR SOCIAL JOBS CREATED, MAINTAINED OR PROTECTED IMPACT SOCIAL COMMITMENT: A PRACTICE FIRMLY ROOTED IN THE FUND’S HISTORY Through its mission centered on creating jobs, the Fund is entrenched in socio-economic development that holds at heart strong local human development that is integrated into economic growth. Repositioning humanity at the center of development is the goal of the social dimension of sustainable development. The social aspect of a sustainability report therefore aims to evaluate the impact that a company or organization has in the society in which it operates. More specifically, the performance of companies in this area can be measured using various criteria such as working conditions, rate of unionization, respect of human rights, etc. The products and services an organization provides are also a factor of its social footprint. In Québec, where there is an aging demographic, everything affecting retirement – the quality of pension plans and savings possibilities for workers – is a huge issue for society, both now and for the future. The Fonds de solidarité FTQ stands out in many ways thanks to its involvement in Québec society. Through its union origins, its values and practices in the area of labour relations and human rights comply with the most rigorous requirements. Through these actions, the Fund adheres to the principles of human rights and the right to work, and promotes both. The Fund fully assumes its responsibility for its products and services. With a view to carrying out its mission of educating and encouraging 1 . www.fondsftq.com/code-conduite-international 6 FONDS DE SOLIDARITÉ FTQ | 2010 retirement savings, it offers Québec’s workers a product that is beneficial and easily accessible. UNIQUE AND RESPONSIBLE PRACTICES Social audit: a tool that enriches our investment Assessing the social aspects of a company before investing in it is an innovative practice, and it was even more so some 30 years ago when the Fonds de solidarité FTQ decided to implement the practice. In the 1980s, the Fund was one of the few financial institutions to include this aspect in its investment objectives. To limit ourselves only to the financial side of our investments in companies would have meant going against the social focus that distinguishes our values and objectives. Accordingly, while assessing financial, business, management and legal as well as non-financial considerations (including reputation and environmental risks), which is characteristic of all due diligence reviews performed before investing, the Fund reviews, through a social audit, aspects such as the labour profile, work conditions, the quality of communications within the company, compliance with health and safety principles and respect of the environment in the workplace, etc. This undeniably responsible practice considers both the views of the workers and those of the employer. The main objective of the social audit, as we perform it for each partner company in which we invest, is to increase the value of our investment by allowing, in particular, the professionals in charge of evaluating a file and the Fund’s governing bodies to better assess certain elements of the risk associated with the investment. Where relevant, the social audit establishes how to apply the code of conduct for international business dealings,1 developed by the Fund to govern its international investments. The objective of this code is to ensure that our partner companies (and their suppliers) respect human and workers’ rights as well as the environment in every country they operate in. Before exiting a company, the Fund performs an “exit” audit, through which it assesses not only the social and financial impact its investment had but also the impact of its departure. As needed, we also meet with the union or employee representatives to explain to them the reasons underlying our exit. We act transparently through to the end. 6,593 PARTICIPANTS TRAINING ACTIVITIES FOR THE YEAR ENDE D M AY 3 1 , 20 10 Participants Courses 2,819 1,917 1,366 491 6,593 253 110 59 26 448 Local representatives (LRs) In the workplace Network members Students Total To sum up, for entrepreneurs, the social audit is a useful tool that gives them an external view on their business and allows them to improve, where appropriate, some of their practices. During the last financial year, the Fund performed more than one hundred social audits in companies in which it invested. DUE DILIGENCE REVIEWS To determine, as thoroughly as possible, the level of risk associated with each investment, the Fonds de solidarité FTQ implemented a more global due diligence process, which also helps: – to determine and quantify operational, financial and non-financial (environment, reputation, etc.) risk elements related to an investment transaction; – to determine the impact of the elements analyzed on the overall risk. TRAINING IN THE WORKPLACE: MOBILIZATION AND TRUST Training in the workplace is an integral part of the mission of the Fonds de solidarité FTQ. During the last financial year, the Fondation de la formation économique offered 448 courses, including 110 in the workplace. By contributing to improving communications between management and employees through increased transparency, training creates an environment of trust and helps employees understand the issues and challenges the company must address, to join forces and to participate in searching for original solutions to those challenges. Over the years, the Fund has built a network of partner entrepreneurs with whom it can explore new avenues to improve the training in the workplace program. Consultations and assessments, performed notably with UQAM in February 2010, demonstrated that: – training helps employees better understand the company (business plan, values, objectives, etc.) and the factors that have an impact on its financial results; – the interventions by participants during courses often set a precedent in terms of communications between the employees and management and therefore resulted in increased transparency and reciprocity of communications; – during the last few years, the Economic Training team emphasized listening and demonstrated flexibility. In particular, it adapted the course format and contents (for instance, the financial statement analysis and interpretation course) to the needs recognized “in the field” and created custom training sessions on business processes. Since the program constantly evolves, the Fund can offer a wide range of flexible training sessions to businesses. It can therefore better meet their needs while remaining true to the objectives of the training program. FONDS DE SOLIDARITÉ FTQ | 2010 7 O U R S O C I A L I M PA C T ( C O N T I N U E D ) THE FONDATION DE LA FORMATION ÉCONOMIQUE A range of customized courses The Fondation de la formation économique1 is a not-for-profit organization created in 1989 by the Fonds de solidarité FTQ. It is led by Mr. Denis Leclerc, Executive Vice-President, Shareholder Services, and its Board of Directors is chaired by Mr. Michel Arsenault. Funded by both the Fund and the partner companies that attend the training programs, the Fondation has seven specialized trainers. Its main mandate is to provide economic training courses to the employees of the Fund’s partner companies. Here are the key objectives of these training sessions, which are offered in the workplace: – promote effective communications between management and employees; – lead participants to understand the development of the company; – encourage teamwork and partnership; – explain the role of the Fund in the company as a financial partner; – inform participants about the company’s situation by presenting its business plan to them so they will be motivated to participate in the growth of the organization and the improvement of its performance. The four main courses offered may be adapted based on the needs expressed in the company: 1. THE FONDS DE SOLIDARITÉ FTQ, A PARTNER OF THE COMPANY This course explains to the employees the role that the Fund will play in the company as a new investor, and informs them about the business plan developed by management. 2.UNDERSTANDING THE FINANCIAL POSITION OF THE COMPANY By the end of this course, the participants will be able to apply the basic methods learned to assess the financial health of the company and will therefore be motivated to stay informed. This course is designed in partnership with the management of the company. 3.UPDATING THE FINANCIAL INFORMATION OF THE COMPANY This follow-up session is designed to round the basic financial knowledge of the employees, to assess the recent financial developments of the company and to promote and support healthy communications within the company. 4.ANALYZING THE COMPANY’S DEVELOPMENT This course includes the presentation of financial and operational indicators, some of which are selected by the company’s management, to enable participants to describe recent developments and the general condition of the company based on available financial information. A program adapted from courses 2 and 3 was also designed especially for the Fund’s partner companies that operate in the new economy sectors. 1 .To obtain a copy of the Fondation de la formation économique’s financial statements, contact the Fonds de solidarité FTQ Shareholder Services. 8 FONDS DE SOLIDARITÉ FTQ | 2010 VOLUNTARY SOLIDARITY The Fund also supported the following initiatives: The Fonds de solidarité FTQ supports many community projects. – together with the Montréal Canadiens Children’s Foundation, the Montréal Canadiens Hockey Club and the FTQ, we are financing the building of outdoor skating rinks in less fortunate neighbourhoods of Montréal; after building a skating rink in the Villeray/Saint-Michel/ Parc-Extension Borough, which opened in January 2008, a second skating rink has been inaugurated in the Montréal-Nord Borough in January 2010; First, the Fund and its employees have supported, for many years and in various ways, the Centraide annual campaigns. Solidarity at Heart, a mutual aid project we carried out in 2008, is a good example of this day-to-day solidarity; as part of this project, 107 employees volunteered with organizations supported by Centraide of Greater Montréal, and the 420 work hours spent were equally assumed by the Fund and each volunteer. It should be noted that the Fonds de solidarité FTQ won the “Solidarity” 2008 campaign of Centraide of Greater Montréal for this campaign it engaged in with its employees. Finally, the Fund’s many donations to and sponsorships of social and community organizations across Québec strengthen its support of a solidarity economy. THE CONTRIBUTION OF THE FONDS DE SOLIDARITÉ FTQ AND ITS GENEROUS EMPLOYEES WAS RECOGNIZED BY CENTRAIDE OF GREATER MONTRÉAL AS THE FUND IS PART OF ITS 50 LARGEST DONATING ORGANIZATIONS. We also support the Fondation du Maire de Montréal pour la jeunesse through an annual financial contribution and volunteer involvement on the Board of Directors of this organization. Since its creation 13 years ago, the Fund employees volunteering for Moisson Montréal (Centraide) as part of the Solidarity at Heart project. PHOTO : FRANÇOIS PESANT PHOTO : JEAN-SÉBASTIEN COSSETTE This activity highlighted the importance of volunteering and community commitment. Many employees of the Fund are involved in their community, and we pay tribute to them, notably in a section of our Intranet site. – our contribution, since 2008, to the Soutien aux premières expériences de travail dans des fonctions liées au domaine artistique program of the Conseil des arts de Montréal allowed 32 young graduates to complete a professional internship. Fondation has awarded over $5 million in grants to young entrepreneurs from cultural and other communities in Montréal to help them start their business and create jobs. On April 8, 2010, at the Montréal City Hall, Mr. Mario Tremblay, Vice-President, Public and Corporate Affairs of the Fonds de solidarité FTQ, presented, as financial partner of the Fondation du maire de Montréal, a grant to Mr. Samuel Gagnon-Tremblay, owner of Artisans d’Azure. From left to right: Mr. Mario Tremblay; Mr. Harout Chitilian, Councillor for the Bordeaux-Cartierville district and Associate Counsel for Youth to the Executive Committee; Ms Helen Fotopulos, Executive Committee Member responsible for Culture, Heritage and Women’s Issues; Mr. Samuel Gagnon-Tremblay; Mr. Gérald Tremblay, Mayor of Montréal; Mr. Louis-P. Desmarais, Chairman of the Board of Directors of the Fondation and Managing Partner of Capital St-Laurent. FONDS DE SOLIDARITÉ FTQ | 2010 9 O U R S O C I A L I M PA C T ( C O N T I N U E D ) © MENKÈS SHOONER DAGENAIS LETOURNEUX ARCHITECTES ONE MORE STEP TOWARD AFFORDABLE SOCIAL HOUSING Through the Fonds immobilier de solidarité FTQ, the Fonds d’investissement de Montréal I and II, which are presided over by Ms. Phyllis Lambert and enable the renovation of affordable community housing, and the Fonds d’acquisition de Montréal, created in 2007, the Fund has already been present in the affordable social housing area. We recently established an additional milestone that reaffirms this commitment as a responsible investor by creating the Fonds d’acquisition québécois. This new investment fund has already reserved the land, on Louis-XIV Boulevard, in the Charlesbourg Borough, in Québec City, where 136 community housing units will be built. Work on the first phase of this project started last April. The Fonds d’acquisition québécois and the Fonds d’acquisition de Montréal (whose projects are managed by the Bâtir son quartier organization) were created to pursue the same goal and both are endowed with a total envelope of $5 million. To date, they have supported several major revitalization projects, which are completed or in the process of being completed. These two acquisition funds evidence our solidarity with lower-income families; they can therefore benefit from better access to decent housing and to a better quality of life. Architectural model of the Maison du développement durable construction project. THE FIRST MAISON DU DÉVELOPPEMENT DURABLE IN NORTH AMERICA The Fonds de solidarité FTQ is extremely proud to be a partner in financing the construction of the first Maison du développement durable (Centre for Sustainable Development) in North America. half of the electricity used compared to a so-called “standard” office building. Launched by Équiterre, the six-story building will have an atrium, and in addition to Équiterre offices, it will house a daycare centre, a Green Building Centre and office spaces, several of which will be rented to non-governmental organizations (NGOs) and community groups. The Maison du développement durable is a not-for-profit organization whose mission is to construct and operate an ecological building that is LEED Platinum (Leadership in Energy and Environmental Design) certified, the highest certification level available. Located in Montréal, in the middle of the Quartier des spectacles, this building will be built following innovative ecoenergy standards which will particularly allow a reduction by PROMOTING SOCIAL ECONOMY To encourage the implementation of projects by social economy enterprises, the Fonds de solidarité FTQ has supported the Fiducie du Chantier de l’économie sociale since its inception, in 2006, notably through a $12 million investment. The main mission of this organization is to promote social economy as an integral part of Québec’s socio-economic structure. The “Chantier” encourages and supports the emergence, development and consolidation of social economy enterprises operating in various sectors of the economy. These community enterprises meet the needs of their community with originality while creating long-term jobs. www.fiducieduchantier.qc.ca 10 FONDS DE SOLIDARITÉ FTQ | 2010 OUR SHAREHOLDERS A RECORD NUMBER OF SHAREHOLDERS! Of all the people related to our activities, our 577,511 shareholders are, it goes without saying, very important. Their satisfaction is most important to us, and we are very careful of the quality of our communications with them: we try to make it human (people answer their calls, not recordings), personalized and effective. Our Shareholder Services dealt with some 400,000 calls during the financial year ended May 31, 2010. We make sure we really understand the expectations of our shareholders, we ensure that they really understand what we are offering them,1 and we regularly evaluate their degree of satisfaction with our services. We have many ways of doing this: our surveys and discussion groups, our mailings, our call centre, our 52 field offices during the RRSP period (including 14 field offices located in the offices of the Fonds régionaux de solidarité FTQ), our annual general meeting and, of course, our more than 2,000 local representatives (LRs) who are in touch with close to 35% of our shareholders in their workplaces. We regularly consult our shareholders and gather their comments to better understand their needs and consequently improve the quality of our services. Shareholders are foremost in our thoughts. These different ways to “engage” our shareholders have allowed us to greatly improve the processing time for share redemption requests, for example. We have therefore established, for all the teams in the Shareholder Services sector, performance indicators linked to processing times for all the transactions. We consult them daily and if, for whatever reason, the time periods exceed our strictly established standards, we can immediately take measures to remedy the situation (subscription processing time is 48 hours and share redemption processing time varies, depending on the complexity, between 7 and 13 working days). 577,511 SHAREHOLDERS The Shareholder’s Booklet remains one of the tools that our shareholders consult the most. Over the years we have constantly personalized the information included in it – relative to each shareholder’s portfolio – and integrated relevant financial information about the Fund and the importance of saving, that our shareholders have told us they truly appreciate. 1. To ensure, as much as possible, that our shareholders make decisions that are informed and financially sound, the Fund informs them of general investment risks through its simplified prospectus (www.fondsftq.com/prospectus_en), its annual information form, its annual report (www.fondsftq.com/2010report) and its numerous leaflets. LRs have the mandate to fully inform the current and future shareholders about the rights and obligations related to holding shares of the Fund. FONDS DE SOLIDARITÉ FTQ | 2010 11 OUR SHAREHOLDERS (CONTINUED) Our shareholders are proud and satisfied with the Fund The surveys that we regularly take of our shareholders show their high degree of satisfaction with our products and the quality of services we offer them. In addition, a survey carried out in March 2010 by CRA Montréal showed that: – nearly 70% of our shareholders are satisfied or very satisfied with the Fund’s return. Our shareholders also had the opportunity, through research carried out by Léger Marketing in January 2010, to evaluate the quality of services offered by the Fund: – 85% said that the Fund offers good service; and – 86% said that the Fund is a good company. “My Account Online” Our shareholders use our Website more and more to make their transactions: during the last financial year, 14,265 transactions were made through “My Account Online”. Considering this, we are currently proceeding with a modernization of our Website and the general restructuring of the information found on it so we can more adequately and effectively meet the growing needs of our shareholders. An accessible RRSP Widespread marketing campaigns, information leaflets, an interactive Website and the Shareholder’s Booklet are all ways to inform our shareholders and the larger public about our RRSP product, its conditions and benefits, and especially about the importance of saving for retirement. The Fund offers a product that is accessible to the whole population of Québec. “Democratic” by its very nature, by the possible methods of subscribing and the benefits it offers, particularly the tax credits, our RRSP makes saving easier and even more attractive. To optimize accessibility to our RRSP product and the various benefits that go with it, our next subscription campaign will target, in an even more focused way, the younger generation and cultural communities. Younger shareholders! Despite the difficult economic conditions that we have seen, we consider our last RRSP campaign a great success. Compared to the 2009 RRSP campaign, for example, not only has total subscriptions increased, but the number of new shareholders who contributed through lump-sum subscriptions also increased by 60%. Subscriptions from our shareholders also saw an increase of 19% during the RRSP period. The “rejuvenation” of our shareholders is another piece of good news: the average age of our new shareholders has actually lowered; from 44 years as at May 31, 2009 to 43 years as at May 31, 2010. We know all about how important it is to save, particularly for retirement. In fact, when you retire, the fact that you started saving at a young age makes a huge difference. We are therefore very proud to be able to have a younger client base than before. The Fund’s RRSP, especially when it’s the first RRSP that they contribute to, represents for the younger generation an ideal savings tool since it allows payroll deduction with immediate tax savings. Our advertising campaigns, which in fact aim to make Quebeckers aware of saving – and the importance of starting to save early – are therefore paying off. INCREASE IN SHARE VALUE: 9.5% 12 FONDS DE SOLIDARITÉ FTQ | 2010 We are also organizing subscription campaigns in workplaces, with the help of our local representatives, to promote the Fund’s RRSP and subscription through payroll deduction. Close to 1,400 of these subscription campaigns occurred during the last financial year. In total, during the last financial year, we issued $660 million in shares. Of this, $415 million were collected through bank withdrawal or payroll deduction. Despite these advances, the number of company closings – and other “rationalizations” resulting from the economic conditions – had an impact on our subscription activities. Even though the volume of share redemptions sharply decreased (by 47%) compared to the previous year, we saw an increase of 9% in redemption requests related to job losses. The situation also had a negative effect on the volume of funds collected through payroll deduction, which decreased by 6%. FONDS DE SOLIDARITÉ FTQ | 2010 13 OUR LOCAL REPRESENTATIVES AN ESSENTIAL NETWORK OF DEDICATED LOCAL REPRESENTATIVES To achieve its mission of raising workers’ awareness about the importance of saving – particularly for retirement – the Fonds de solidarité FTQ relies on a network of local representatives called “LRs.” As at May 31, 2010, this network was comprised of 2,044 dedicated persons from all regions of Québec. They are mainly active in their workplaces, where there are unions affiliated with the Fédération des travailleurs et travailleuses du Québec (FTQ), the Centrale des syndicats du Québec (CSQ) and the Fédération interprofessionnelle de la santé du Québec (FIQ). An agreement was also entered into with the Confédération nationale des cadres du Québec (CNCQ). Close to the people in these places – which avoids a lot of travelling – the LRs help their work colleagues in subscribing to the Fund’s RRSP and teach them about its economic mission. They particularly encourage subscription through payroll deduction, as this type of systematic savings allows tax savings on each paycheque. Accordingly, net salary is only slightly lowered. The LRs participate in a continuing education program that helps them really understand their role and gives them the necessary tools to fully play it. Thanks to this training, they are able to, among other things: – explain the ways to subscribe to the Fund’s RRSP (using the appropriate forms); – demonstrate the benefits of the Fund, the rights and obligations that go along with buying shares of the Fund; So it can adequately meet their needs, the training program for the LR network was evaluated in May 2008. This evaluation, carried out in collaboration with the Université du Québec à Montréal, clearly demonstrated the relevance of the training offered to the LRs. The evaluation also resulted in the proposal of certain changes to the program to ensure a better knowledge transfer to our LRs. – clearly organize subscriptions in their workplace. LRs are well-integrated into the Fonds de solidarité FTQ. They are supported by subscription coordinators and have access to call centres. The Fund has also created an interactive extranet site reserved just for them where they can, in particular, order material online, register for various activities and find several reference tools. This year, more than 10,100 subscriptions by payroll deduction were collected. 2,044 LOCAL REPRESENTATIVES 10,100 SUBSCRIPTIONS BY PAYROLL DEDUCTION 14 FONDS DE SOLIDARITÉ FTQ | 2010 OUR ECONOMIC IMPACT A HUB OF KNOWLEDGE AND RESOURCES THAT BENEFITS THE QUÉBEC ECONOMY Building together with society a dynamic economy that is growing and will be viable in the long run: that’s the economic dimension of sustainable development. The creation of wealth puts companies at the center of economic development; therefore they have a capacity for direct intervention on sustainable development. Given its mission, the Fonds de solidarité FTQ plays a key role in Québec’s economic development. By investing patient capital in Québec companies, it is involved in their development and generates wealth while contributing to creating, maintaining or protecting jobs. The Fund is a true stimulant to the Québec economy, as much through its investments as through its relationships with entrepreneurs and governments in all sectors of the economy. Not only does it act through economic training offered to workers, but also through its work educating Quebeckers about the importance of saving. To the Fund itself we can add a whole network of regional, local and specialized funds, as well as a real estate fund, that target companies in all the regions of Québec. All of this makes the Fonds de solidarité FTQ a hub of knowledge, resources and contacts that benefits the Québec economy. Direct economic impact The Fonds de solidarité FTQ is proud of its contribution to creating individual and collective wealth in Québec. Here are a few numbers showing the direct economic impact of our investment activities and those of our partner companies. The table below presents both the economic value that the Fund generated through its various investment activities (interest, dividends, gains, appreciation, etc.), and the economic value that the Fund redistributed in the community in general (goods and services purchased, taxes paid, amounts paid to its shareholders, charitable donations, etc.). DIRECT ECONOMIC IMPACT OF THE FUND F O R T H E Y E A R E N D E D M AY 3 1 , 2 0 1 0 (in thousands of dollars) Direct economic value created Interest and dividend revenues 221,963 Realized gains on development capital investments and other investments and change in unrealized appreciation or depreciation 517,221 Direct economic value distributed Operating costs 45,011 Salaries and related benefits 60,054 Payments to shareholders 341,940* Payments to governments (income and other taxes) 28,605 Investments in the community (donations and sponsorships) 843 * Amount of shares redeemed. The Fund does not pay dividends. FONDS DE SOLIDARITÉ FTQ | 2010 15 O U R E C O N O M I C I M PA C T ( C O N T I N U E D ) Direct and indirect economic impact of our partners In addition to measuring its direct economic contribution to the Québec economy, the Fonds de solidarité FTQ regularly evaluates the impact generated by its partner companies. Based on the last study performed by SECOR (July 2010), the activities of companies supported by the Fund generated, in 2009, direct and indirect added value to the Québec economy of $8.6 billion. This significant contribution is equivalent to 3% of Québec’s total production. Also according to that study, investments made by the Fonds de solidarité FTQ also make up a sizable revenue source for governments. In fact, the activities of our partner companies have allowed generating revenues totalling more than $1.5 billion in 2009. And the importance of the economic value that our partners generate allows governments, who provide tax credits to shareholders of the Fund, to recover these amounts within a period of about three years on average. Our local procurement policy In terms of the Fund’s economic impact from its purchases, the Fund sources goods and services from suppliers in Québec. In accordance with its procurement policy, the Fund favours making purchases from companies in which it has an interest, those with unionized employees, as well as Québec or Canadian companies. Accordingly, over the last financial year, 87% of our purchases of goods and services were made from suppliers located in Québec. Other criteria for selecting suppliers are costs, product quality, financial soundness of the company and meeting deadlines. This table summarizes the various economic impact of our partner companies, which is particularly related to salaries paid to their employees and to income and other taxes paid to governments, in addition to the companies’ activities. DIRECT AND INDIRECT IMPACT OF PARTNERS OF THE FUND 1 (in thousands of dollars) Salaries2 4,275,000 Other gross revenues 4,350,000 Government revenues Government of Québec3 339,501 Government of Canada4 201,445 Incidental and indirect taxes5 987,073 1.As at May 31, 2009, according to a study performed by SECOR (July 2010). 2.Does not include induced jobs. 3.Includes income taxes on salaries, sales taxes and other specific taxes. 4.Includes income taxes on salaries, sales taxes and excise tax. 5.Includes QPP, HSF, CSST, employment insurance and indirect taxes. Grants and government assistance The Fonds de solidarité FTQ does not receive any government grants. However, the Fund’s shareholders receive tax credits of 30%, with 15% from the Government of Québec and 15% from the federal government. 2,052 PARTNER COMPANIES 16 FONDS DE SOLIDARITÉ FTQ | 2010 OUR PARTNERS INVESTMENTS THAT DRIVE OUR ECONOMY! Examples of investments are numerous. Here are a few. During the last financial year, the Fonds de solidarité FTQ invested $501 million to help drive the Québec economy. Close to a quarter of this amount, $123 million, was invested in companies to finance acquisitions projects; for example, an investment of $38.5 million was made in GLV to help it acquire a European water treatment company. This type of financing is particularly important in a context of globalization and increased competitiveness of Québec’s companies. Including investments by our regional and local funds, we were able to support 283 companies in total, including 71 new partners. We supported Québec companies in the manufacturing sector who were determined to consolidate their markets and conquer new ones by financing several acquisition and expansion projects. It is crucial that Québec companies consolidate their markets; several have done so, and, loyal to our mission to better meet the clear needs of SMEs, we supported them. – Premier Tech An investment of $25 million in this company specialized in horticulture, industrial equipment and environmental technologies, which then acquired a company in Ontario. – Groupe Bermex An investment of $6 million to help fund a major acquisition in the Québec furniture industry. – Groupe Smardt Refroidisseurs A $15 million investment to help this company, which is specialized in the design, production and sale of water chilling systems for commercial and industrial buildings, to optimize its distribution network, acquire new equipment and modernize its factory. – Foliot Management An investment of $5.5 million in a project to expand into the United States furniture sector as well as to consolidate jobs in Québec. – Stella-Jones An investment of $30.8 million to help the company acquire an American company and thereby become a North American leader in the railway tie and wood preservation industry. – Fortress Paper An investment of $15 million allowed the reopening and conversion of the factory in Thurso as well as the recall of 300 employees. – Scierie Dion & Fils An $8 million investment in this Portneuf County company that is specialized in hardwood lumber so that it could acquire new machinery equipped with cuttingedge technology. – Bombardier To support one of Québec’s largest industrial clusters, a financial commitment of $72 million to this large manufacturing company to help it continue to develop projects that will create jobs. IES DU ST R N RT AT IO PO NS TR A C GO ONS OD UM S ER IN E AC SP ROTATE AEREAL ES RE N SO ATU N EC EW U RA R ON C OM ES L Y S CE I RV SE FONDS DE SOLIDARITÉ FTQ | 2010 17 18 FONDS DE SOLIDARITÉ FTQ | 2010 O U R PA R T N E R S ( C O N T I N U E D ) A significant role in the agrifood sector We have also continued to play a significant role in the agrifood sector. We collaborated in creating a new fund to support the future of agricultural entrepreneurship in Québec, the Fonds d’investissement pour la relève agricole (FIRA), for which the Fonds de solidarité FTQ authorized $25 million during its last financial year. In addition, the Fund and the Fonds régional de solidarité FTQ Estrie invested $2.5 million in Les Viandes Laroche to finance the construction of a factory and to purchase new equipment. Solution Compétitivité Because of its extensive familiarity with the specificities of Québec’s SMEs, the Fund was able to play a proactive role by proposing versatile solutions adapted to the particularities of companies. Accordingly, we created the Solution Compétitivité, which is offered to well-performing companies without requiring a guarantee from them, so they can improve their competitiveness by making investments other than in capital assets or equipment. This financing can be used, for example, to pay indirect costs, such as employee training, process optimization or marketing plan development. The Solution Compétitivité is a debenture of $2 to $10 million, and the reimbursement terms are flexible and in line with the company’s liquidity movement. Leader in the Québec venture capital market The Fonds de solidarité FTQ continues to be a leader in the Québec venture capital market. Since 2004 the Fund committed $935 million in around forty specialized funds that then invested in companies, mainly in the new economy sector, that were in the start-up phase or a further stage in their growth. These Fund initiatives also helped attract a large volume of foreign capital to Québec. Today, these funds are adequately capitalized and benefit from the presence and expertise of the Teralys Capital fund, in which the Fonds de solidarité FTQ has committed $250 million. During the last financial year, the Fund focused more on direct investments in more mature companies. For example, we invested $30 million in Logibec Groupe Informatique to consolidate its activities and keep its head office in Québec, $5.5 million in TeraXion, a telecommunications leader and $1.5 million in Medicago, a Québec City company that produces vaccines using very innovative and costeffective technology. THE INDICE DE CONFIANCE PME, TO BETTER MEET THE NEEDS OF ENTREPRENEURS To monitor the changing needs of Québec entrepreneurs, the Fonds de solidarité FTQ created a SME confidence index in 2009, a first for a Québec-based financial institution. This index is created based on four surveys per year, which allow us to measure the degree of confidence of entrepreneurs in terms of the recovery and to obtain valuable information on their concerns, needs, priorities, investment intentions and the possibility of access to capital. For more details on the Indice de confiance PME – Fonds de solidarité FTQ, visit our Website at www.indicedeconfiancepme.com. FONDS DE SOLIDARITÉ FTQ | 2010 19 O U R PA R T N E R S ( C O N T I N U E D ) THE FUND NETWORK Driving the economy throughout Québec! The fonds régionaux de solidarité FTQ and the fonds locaux de solidarité FTQ share the same mission and the same values as the Fund. Investment decisions are made by people from the community and solicit their active involvement. Their boards of directors are also comprised of dedicated contributors coming from the business and community sectors of the regions. Some figures about the regional and local funds: FONDS RÉGIONAUX DE SOLIDARITÉ FTQ FONDS LOCAUX DE SOLIDARITÉ FTQ AS AT MAY 31, 2010 AS AT M AY 3 1 , 20 10 Number of partner companies Number of direct jobs created, maintained or protected Since its creation, the Fonds de solidarité FTQ has chosen to be present across Québec, even in the regions that are the furthest away from the largest cities. Involving local people in the investment decisions in their region is part of our values and priorities. With their strong regional presence, the fonds régionaux de solidarité FTQ and the fonds locaux de solidarité FTQ play a dynamic role in the growth of our companies and contribute to Québec’s economic development. The regional funds make investments of up to $2 million in companies located in all regions of Québec. Investments of up to $100,000 are made by the local funds and investments exceeding $2 million are made by the Fonds de solidarité FTQ from its Montréal head office. The regional funds and local funds make up a large network of investment and collaboration with economic development organizations across Québec, such as the organizations managing the local funds, namely the CLDs (Centres 20 FONDS DE SOLIDARITÉ FTQ | 2010 279 11,402 Number of partner companies Number of direct jobs created, maintained or protected locaux de développement), the CDECs (Corporations de développement économique communautaire) and the SADCs (Sociétés d’aide au développement des collectivités). In addition to the salaried employees, some 700 individuals are involved, on a volunteer basis, throughout this investment network. Fonds immobilier de solidarité FTQ The Fonds immobilier de solidarité FTQ is a fund specialized in real estate investment and development. Created in 1991 by the Fonds de solidarité FTQ, its objective is to stimulate job creation through office, commercial, industrial, institutional and residential property projects. Since its creation, the Fonds immobilier de solidarité FTQ has made many investments and established several strategic partnerships. It is currently positioning itself as a quality partner for institutions and companies active on the Québec real estate market. For instance, during the last financial year, the Fonds immobilier acquired, with other partners, the Ogilvy store in 601 7,667 Montréal and a nearby vacant lot on which the construction of a 25-story building is planned. As at May 31, 2010, the Fonds immobilier was involved in 23 projects representing approximately 2.1 million square feet for housing or other purposes. In addition, it has been involved in the construction of 15 projects that include 3,529 condo units. Finally, the Fonds immobilier de solidarité FTQ owns 41 million square feet of land available to potentially carry out 18 real estate projects. Dialogue, proximity and proactivity In addition to monitoring the evolution of the perceptions of entrepreneurs in each sector of activity through the SME Confidence Index, the Fonds de solidarité FTQ has extensive knowledge of each of these sectors because of the specialization of its Investment teams and the proximity and proactivity approach it has developed over the years. The fact that we have representatives on the board of directors of our partner companies is a value-added in the assistance we offer them. We are also present where entrepreneurs are present, whether at conventions, trade shows or various industry associations. This way, we are always aware of the major trends in each of the industries in which we are involved. We are also associated with the Institute for Governance of Private and Public Organizations (IGPPO), which allows us to offer training on governance practices adapted to the context of SME directors. During the last financial year, we began a study on the services offered by our Investments sector to position ourselves even better with SMEs. This will allow us to offer even more competitive services and implement measurable standards. We will thereby be able to determine the elements that will allow us to more effectively meet the needs of our current and future partners. CONSERVING OUR FOREST HERITAGE: A RESPONSIBLE INVESTMENT During the financial year ended May 31, 2010, the Fonds de solidarité FTQ, through the Société de gestion d’actifs forestiers Solifor limited partnership, made new investments that allowed it to acquire forest land in the Saguenay, Charlevoix and Mauricie regions, totalling 52,866 hectares. These investments are in addition to those made during the financial year ended May 31, 2009, when the Fund acquired, in collaboration with Solifor, three forest properties totalling 76,724 hectares. Now, $150 million is committed to the management of some 150,000 hectares of forestry assets throughout Québec, which allows Solifor to market annually 300,000 m3 to 400,000 m3 of hardwood and softwood. These investments are an integral part of our mission and goals for responsible long-term investments, and are made together with people in the regions. Solifor is currently engaged in a process that will allow it to comply with the standards of the Forest Stewardship Council (FSC), which is an organization that has established recognized principles for good forestry management and sustainable forest development. FONDS DE SOLIDARITÉ FTQ | 2010 21 OUR ENVIRONMENTAL HIGHLIGHTS OUR DETERMINATION TO REDUCE OUR NEGATIVE IMPACT ON THE ENVIRONMENT As part of its continuous improvement process, the Fund has adopted an environmental policy for its head office activities and its practices related to the goods and services it obtains from its suppliers. This policy also addresses the best environmental practices of the BOMA BESt (Building Environmental Standards) program. Last April, the Fund was awarded a Level 3 certification by this program, which has 4 levels. This level of certification attests to the high quality of the environmental practices related to the real estate management of our head office. By adopting such practices, the Fund wishes to: – reduce energy consumption, drinking water consumption and the quantity of waste generated; – increase the multi-materials recycling volume; – increase construction waste recycling; – increase the use of materials that are healthy, recycled, reused and certified by recognized organizations; – eliminate or reduce the use of hazardous products or substances that deplete the ozone layer; – maintain superior indoor air quality in accordance with the ASHRAE (American Society of Heating, Refrigerating and Air-Conditioning Engineers) standards. The Fonds de solidarité FTQ has implemented processes and undertaken actions that will contribute to the improvement, on an ongoing basis, of its “environmental” practices and those of the employees of its head office, located in Montréal. As part of this policy, the Fund is also committed to: – raising employee awareness with respect to environment protection; – ensuring that the improvement process is ongoing, by annually measuring the level of achievement of its objectives and by taking into consideration the observations and recommendations of individuals and groups affected by its activities; – favouring the acquisition of goods and services from suppliers who adopt responsible environ mental practices. 1. This data relates to the internal activities of the Fund and the practices related to the management of its head office. 22 FONDS DE SOLIDARITÉ FTQ | 2010 Comprised of Fund employees, a newly created “Green Committee” ensures that all actions related to this policy and the Fund’s environmental commitments are implemented. An action plan will be submitted once a year to the Management Committee of the Fund. Through our efforts, we were able to reduce our eco-footprint in several ways. Here is an overview of the environmental performance of the Fund.1 RECYCLED RESIDUAL MATERIALS ENERGY CONSUMPTION (% BASED ON WEIGHT - IN TONNES) (% BASED ON CONSUMPTION - IN GIGAJOULES (GJ)) Plastics/Metal/Glass 1% Fuel oil/Propane 1% Paperboard 7% Natural gas 9% Paper 35% Electricity 90% Construction waste 57% Recycled paper and material consumption Paper is the most consumed material at the Fund. As part of our environmentally responsible process, we undertook to replace printing paper made with 30% of recycled material with paper made with 100% post-consumer FSC-certified fibers. Manufactured here, in Québec, this paper is also “EcoLogo” and “Processed Chlorine Free” certified. The energy used to manufacture this paper is produced from biogases and is therefore less polluting. Residual materials Energy For a few years we have had a multimaterial recycling program for all occupants of our head office. Through this programme, we were able to recycle 53 tonnes of residual materials of various types and therefore contribute to the reduction of the quantity of waste ending up in landfills. Furniture and computer hardware are reused, as they are made available to community organizations and schools in Québec. As a result of an evaluation of the various energy sources that we consume for all the head office needs, we know that electricity is our main energy source. We consumed 25,957 GJ of energy, including 23,406 GJ (6,501,600 kWh) of electricity. Our electricity consumption decreased by approximately 10% compared to last year. Our other energy sources are natural gas (2,426 GJ), fuel oil (116 GJ) and propane (9 GJ). For a few years now, the Fund has invested in energy conservation projects for its head office. These investments helped to optimize the annual energy performance by some 12% over two years. During the last financial year, the Fund consumed close to 147 tonnes of various materials (paper, envelopes, ink cartridges, kitchen supplies, tissue paper, paper towels) of which 77% was recycled materials. Using these recycled materials helped reduce our eco-footprint. REDUCTION OF OUR ECO-FOOTPRINT MADE POSSIBLE BY USING RECYCLED PAPER THIS YEAR* – We were able to save 1,145 trees. – We reduced our water consumption by approximately 3,105,000 litres. – We reduced by close to 76,800 kg our emissions of polluting gases or substances that can deplete the ozone layer. – We generated 32,800 kg less of solid waste ending up in landfills. * According to the Eco-calculator on the Cascades Website. FONDS DE SOLIDARITÉ FTQ | 2010 23 O U R E N V I R O N M E N TA L H I G H L I G H T S ( C O N T I N U E D ) GREENHOUSE GAS (GHG) EMISSIONS (% BASED ON EMISSIONS OF TONNES OF CO2e - CARBON DIOXIDE EQUIVALENT) Fuel oil/Propane 1% Electricity 3% Residual materials 7% Refrigerant 3% Natural gas 11% Business transportation and courier 75% Greenhouse gas (GHG) emissions GREENHOUSE GAS (GHG) EMISSIONS Overall, we have emitted 1,055 tonnes of CO2e. Most of our GHG emissions are attributable to business transportation (planes, cars and taxis), which totalled 794 tonnes of CO2e. However, the equipment used at head office emits very little polluting gases or substances that can deplete the ozone layer, such as NOx (nitrogen oxides), SOx (sulfur oxides) and VOCs (volatile organic compounds). Source Carbon dioxide equivalent (Tonnes of CO2e) The ongoing review of our energy consumption modes should help us continue to reduce our GHG emissions. The thought process we have just initiated in order to find sustainable transportation solutions should also help us reduce our eco-footprint. We also continued to raise our employees’ awareness of global warming, especially the impact that their day-to-day acts can have on GHG emissions if they participate in the annual Défi-Climat campaign. In 2010, 165 employees participated in the Défi-Climat campaign. In addition, our annual meetings are carbon-neutral. 24 FONDS DE SOLIDARITÉ FTQ | 2010 Direct emissions Indirect emissions Natural gas 118 Residual materials 74 Electricity 31 Refrigerant 29 Fuel oil and propane 9 Business transportation and courier 794 Total 261 794 Water Water is mainly consumed in bathrooms and kitchens as well as by the building’s maintenance service. We do not discharge residual materials in the environment, and wastewater is sent to the sewers. During the last financial year, we started installing meters to measure water consumption at the head office. This project will continue in the next financial year. In the near future, we will be able to know more precisely our consumption, overall and by sector, 1,055 which will allow us to implement actions aimed at reducing this consumption at its source. In addition, for the last few years, we have been making changes to some of our equipment, and these changes are already resulting in significant reductions in consumption. As the Fund offers services and is not involved with industrial processes, there were no accidental spills. For the same reasons, the Fund did not incur any fines or sanctions for environmental matters. OUR EMPLOYEES COMMITTED IN THE ACHIEVEMENT OF THE FUND’S MISSION The Fonds de solidarité FTQ invests in employee development so they can realize their potential within the organization and are mobilized and committed in the achievement of the Fund’s mission. We also place significant importance on this element because we want to attract, recruit and retain talented candidates in a forecasted context of labour shortage. Our current and future employees sometimes have, based on their own reality, different expectations about their work environment, and we are taking this into account in the activities we have implemented to meet these needs. This is why in 2008 the Fund launched the Ma santé, je m’en occupe ! program offered by Acti-Menu, and implemented many other initiatives dealing with personal health and wellness. The Fund also created an employee assistance program, through which employees have free access to specialists who can advise and support them with psychological, legal and financial questions. To support this program a joint employee assistance committee (employees and managers) organized various prevention, awareness and training activities addressing overall health, including a week on mental health. An overall vision Last May, the inauguration of a gym in the Fonds de solidarité FTQ building was a special event that follows the integrated vision of employee overall health. Membership to the gym is offered to employees at competitive rates. What’s more, the gym was designed and furnished almost exclusively with natural and ecological materials from Québec companies. All these activities are part of an approach that aims to continuously improve the employees’ quality of life and wellness in their workplace, to ultimately have a culture of overall health in place at the Fund: we want the right, healthy people in the right place in the organization to ensure that it keeps going and functions properly. An employer of choice! The Fonds de solidarité FTQ offers its employees various work schedule arrangements to encourage a better work-life balance. Last June, the Fund signed the 2010-2014 collective labour agreement. Having a term of five years – a first for the Fund – it consolidates our approach where the implementation of good working relations is an ongoing process, and reconfirms the basis of the mutual agreement on overall working conditions, including work schedule possibilities. Through the importance it gives to its employees’ working conditions and the quality of life in their workplace, the Fonds de solidarité FTQ is absolutely an employer of choice! FONDS DE SOLIDARITÉ FTQ | 2010 25 O U R E M P L OY E E S ( C O N T I N U E D ) A culture of participation This allowed it to: A few years ago, the management of the Fonds de solidarité FTQ launched the Partners Vision project to capitalize on the talents and skills of many of the Fund’s employees through an approach of continuous improvement for the products and services offered by the Fund. With the objective of being the partner of choice for Québec companies, the Fund reviewed several of its processes. – take steps toward “quality of service” to improve the services offered externally and internally by the Fund employees; – accentuate the working partnerships among its employees, and also between the Fund and other entities in its network of regional and local funds; This project, led by employees, was completed in November 2009. It allowed the Fund’s management to make a positive summary of the project and to bring to bear notable improvements in the services provided in the day-to-day work environment of its employees. Several initiatives undertaken during this project led to permanent changes to certain practices and clear continued improvements. – review and improve certain services and products offered to SMEs. BREAKDOWN OF PERMANENT EMPLOYEES A S AT M AY 3 1 , 2 0 1 0 Women Age Less than 35 years 35 to 44 years 45 to 54 years 55 years and up Total Average age Gender 13 58 109 52 232 49 54.7% Employment categories Manager Professional Technical and office Total Men 24 92 116 232 Total 10 23 59 117 78 187 45 97 192 424 48 49 45.3% 43 120 29 192 67 212 145 424 % 5.4 27.6 44.1 22.9 100.0 100.0 15.8 50.0 34.2 100.0 The Fonds de solidarité FTQ offers quality jobs and has 424 permanent employees. In total, 84% of the Fund’s employees are unionized. The remuneration structure of the Fund does not provide for bonuses to employees, including management. The employees are concentrated in Montréal, in 98% of cases, while the rest are found in Québec City (2%). The positions are varied and broken down as follows: 16% management positions, 50% professional positions and 34% technical and office positions. The Fund also has good employee retention. The number of work-related accidents is very low; only four cases during the period covered by this report. In addition, the absenteeism rate, for professional or other reasons, is only 4.1%. The difference between the average men salary and the average women salary (ratio of 1.4) is due, in part, to the higher concentration of men in the Professional category than in the Technical and office category. EMPLOYEE TRAINING * F O R T H E Y E A R E N D E D M AY 3 1 , 2 0 1 0 Employment categories Salaried employees Total hours who attended of training training Manager Professional Technical and office Temporary or student Total 54 103 85 31 273 1,983 2,126 1,159 394 5,662 * In addition to these hours, managers and professionals have attended external training sessions. 26 FONDS DE SOLIDARITÉ FTQ | 2010 Average hours of training per employee 37 21 14 13 21 5,662 HOURS OF TRAINING TO EMPLOYEES INFORMATIONS FINANCIÈRES FINANCIAL INFORMATION 28 MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MAY 31, 2010 51 FINANCIAL STATEMENTS AS AT MAY 31, 2010 AND 2009 51 MANAGEMENT’S REPORT AND AUDITORS’ REPORT 52 BALANCE SHEETS 53 STATEMENTS OF OPERATIONS 54 STATEMENTS OF CHANGES IN NET ASSETS 55 STATEMENTS OF CASH FLOWS 56 NOTES TO FINANCIAL STATEMENTS 75 DEVELOPMENT CAPITAL INVESTMENTS MADE AS AT MAY 31, 2010 75 AUDITORS’ REPORT 76 STATEMENT OF DEVELOPMENT CAPITAL INVESTMENTS AT COST 83 INVESTMENTS MADE BY THE SPECIALIZED FUNDS AS AT MAY 31, 2010 83 INDEX OF THE SHARE OF THE FUND IN INVESTMENTS MADE BY THE SPECIALIZED FUNDS, AT COST (UNAUDITED) FONDS DE SOLIDARITÉ FTQ | 2010 27 MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MAY 31, 2010 In 2008, the Autorité des marchés financiers issued the Regulation Respecting Development Capital Investment Fund Continuous Disclosure (the “Regulation”). The Fonds de solidarité FTQ (the “Fund”) applied the requirements of this Regulation to its financial statements and its Management Discussion and Analysis for the financial year ended May 31, 2010. This Management Discussion and Analysis (“MD&A”) is intended to help the readers to assess, through the eyes of management, the Fund’s results and financial condition and the material changes therein during the financial year ended May 31, 2010. The annual MD&A complements and supplements the financial statements and contains financial highlights, but does not contain the complete annual financial statements of the Fund. To facilitate understanding of events and uncertainties, this MD&A should be read together with the financial statements and the notes thereto. This MD&A contains forward-looking statements about the Fund’s activities, results, and strategies that should be interpreted with caution. Because, by their nature, forward-looking statements involve assumptions, uncertainties and risks, it is possible that a number of factors may cause forecasts not to materialize. For example, in a non-exhaustive manner, legislative or regulatory changes, economic and business conditions and the level of competition are major factors that could influence, sometimes significantly, the accuracy of the forward-looking statements in this report. This MD&A is dated June 23, 2010. You can get a copy of the annual financial statements at your request, and at no cost, by calling us at 514-383-3663 or toll free at 1-800-567-3663, by writing to us at 8717 rue Berri, Montréal, Québec H2M 2T9 or by visiting our Website at www.fondsftq.com or the SEDAR Website at www.sedar.com. You can also obtain a copy of the interim documents in this same manner. FINANCIAL HIGHLIGHTS The following tables show selected key financial information about the Fund and are intended to help you understand the Fund’s financial performance for the past 5 years. This information is derived from the Fund’s audited annual financial statements. The Fund’s results are discussed under “Results of operations” on page 30. RATIOS AND SUPPLEMENTAL DATA YEARS ENDED MAY 31 2010 2009 2008 2007 2006 Revenues 222 239 261 249 231 Net earnings (net loss) 600 (919) (in millions of dollars, except otherwise specified) Net assets Class A shares outstanding (number, in thousands) Total operating expense ratio* (%) Portfolio turnover rate**: - Development capital investments (%) - Other investments (%) (89) 475 366 7,294 6,375 7,285 7,239 6,607 305,951 291,733 290,050 284,628 277,466 1.54 1.70 1.36 1.34 1.40 18.35 113.45 15.15 83.22 7.93 233.20 6.71 179.65 12.22 118.80 0.03 0.02 0.03 0.03 0.04 577,511 570,889 575,394 574,794 573,086 Issues of shares 660 655 611 571 614 Redemptions of shares 341 647 476 402 329 4,784 4,598 3,959 3,736 3,333 Trading expense ratio*** (%) Number of shareholders (number) Fair value of development capital investments**** * The total operating expense ratio is obtained as follows: by dividing expenses (excluding tax on capital) for the year, as shown on the Statement of Operations, by the average net assets for that year. ** The portfolio turnover rate reflects the number of changes made to the composition of the portfolio. There is not necessarily a relationship between a high turnover rate and the portfolio’s performance. *** The trading expense ratio represents transaction costs expressed as a percentage of average net assets. **** These investments include funds committed but not disbursed as well as guarantees and suretyships. 28 FONDS DE SOLIDARITÉ FTQ | 2010 CHANGE IN NET ASSETS PER SHARE YEARS ENDED MAY 31 (in dollars) 2010 2009 2008 2007 2006 Net assets per share, beginning of year* 21.78 25.05 25.36 23.74 22.41 Change in accounting policy Increase (decrease) from operations**: Interest and dividends Total operating expenses Income tax and tax on capital Realized gains (losses) Unrealized gains (losses) (0.04) – 2.01 0.74 (0.37) (0.09) 0.22 1.51 – (3.16) 0.82 (0.37) (0.05) (1.31) (2.25) – (0.31) 0.90 (0.34) 0.00 0.35 (1.22) – 1.68 1.35 0.87 0.85 (0.33) (0.33) (0.07) (0.03) 0.61 0.04 0.60 0.82 Variance from issues and redemptions of shares (0.02) (0.11) 0.00 (0.02) (0.02) Variance from the transfer of Class G shares Net assets per share, end of year* 0.07 23.84 – 21.78 – 25.05 – 25.36 – 23.74 * The amount of net assets per share is based on the actual number of shares outstanding at the relevant time. ** The increase (decrease) from operations is based on the weighted-average number of shares outstanding over the financial year. ECONOMIC CONDITIONS The last 12 months saw the end of the global recession. All evidence seems to indicate that the stimulus plans of governments around the world, combined with the reduction to historic lows of key interest rates by central banks and massive cash injections into the financial markets, have borne fruit. However, more recently, the troubled position of public finances in several countries in the Eurozone has weakened stock and financial markets again. After being stuck in the turmoil of the mortgage credit and liquidity crises, and after seeing annualized growth rates of -6.4% and -0.7% in the first and second quarter of 2009, respectively, the U.S. economy found back the path to growth in the third quarter, with an annualized GDP growth rate of 2.2%. This growth was followed by an annualized GDP growth rate of 5.6% in the fourth quarter of 2009, and 3.0% in the first quarter of 2010. After three months of stability at 9.7% (between January 2010 and March 2010), the unemployment rate climbed to 9.9% in April 2010 and then fell back to 9.7% in May 2010. While the savings rate has fallen since the end of the crisis (3.6% in April 2010, compared to 4.1% on average from September 2008 to June 2009), consumer spending has recovered. The annual variation of the U.S. CPI has fluctuated between -2.1% and 2.7% since May 2009, and the key interest rate has remained unchanged at 0.25% since December 2008. In Canada, economic growth was also positive in the third and fourth quarters of 2009, with an annualized GDP growth rate of 0.9% and 4.9%, respectively, compared to an annualized growth rate of -7.0% and -2.8%, respectively, in the first and second quarter. This growth also continued in the first quarter of 2010, with an annualized GDP growth rate of 6.1%, which was the strongest growth of the G7 countries. The annual variation of the Canadian CPI has fluctuated between -0.9% and 1.9% since May 2009. After reaching a peak of 8.7% in August 2009, the unemployment rate settled at 8.1% in May 2010. With the benefit of hindsight, many economists agree that the recession was less damaging to Canada than to the United States, particularly because the rules governing credit in the Canadian banking industry are distinctly stricter. Nonetheless, as with our southern neighbours, stimulus plans from different levels of government, combined with the Bank of Canada’s commitment to hold the discount rate steady (at 0.25%) until June 2010 (if inflation remained contained), favourably contributed to the Canadian economic recovery that began over the summer of 2009. The Bank of Canada honoured its commitment as, on June 1, 2010, it raised the discount rate from 0.25% to 0.50%. In Québec, the annualized GDP growth rate, after returning to positive territory in the third quarter of 2009 (1.3%), was 5.2% in the fourth quarter of 2009. If we rely on various economic data, it seems that the recession was less sharp and job losses were relatively smaller in Québec than the rest of the country. After reaching a peak of 9.1% in August 2009, the unemployment rate settled at 8.0% in May 2010. As at May 31, 2010, short-term interest rates on government bonds were higher compared to the rates prevailing a year earlier; long-term interest rates were much more stable. The most remarkable change in interest rates was in the credit spreads of the provinces and corporations; they contracted over the 2009-2010 year (33 basis points from May 2009 to May 2010 for 5-year bank-issued notes). This is explained by the fact that the credit spreads at the beginning of the year reflected tougher anticipated economic conditions. It should be noted that May 2010 saw a widening of the credit spreads of corporations issuing lower quality bonds. Raw material prices, particularly copper, gold and oil, fluctuated over the last 12 months; however, as at May 31, 2010, the price of these raw materials was higher than as at May 31, 2009. This strengthened the Canadian dollar to the point where it reached near parity with the U.S. dollar in May 2010. Stock markets around the world saw, overall, large recoveries as at May 31, 2010 compared to the conditions prevailing as at May 31, 2009. However, over this one year period, they saw many fluctuations, particularly in spring 2010. FONDS DE SOLIDARITÉ FTQ | 2010 29 Despite all that has already been said, it is important to remember that a certain amount of uncertainty still permeates world financial markets, particularly concerning the potential spreading, within the Eurozone, and ultimately, to the rest of the world, of the effects of the public finance crisis of the five most fragile countries in the Eurozone, namely Greece, Portugal, Spain, Ireland and Italy. To avoid the spread of the crisis, an assistance package of €110 billion was granted to Greece and an emergency fund of €750 billion was created to stabilize the Eurozone (packages that are history-making in size, created by the European Union and the International Monetary Fund). These economic conditions made up the backdrop in front of which our activities for the financial year played out, and overall, they had positive effects on the performance of the Fonds de solidarité FTQ. MANAGEMENT DISCUSSION OF FINANCIAL PERFORMANCE RESULTS OF OPERATIONS OVERALL RESULTS Worldwide economic conditions improved during the financial year, but they remain uncertain, even fragile, in many respects, especially concerning the possible impact on the world’s financial markets of the public finance crisis in many countries of the Eurozone. In that context, the Fund recorded net earnings of $600 million for the financial year, compared to a net loss of $919 million for the prior year. With this result, the Fund generated a positive return of 9.2%, sharply up from the previous year’s negative return of 12.6%. It is worth noting that this gain was mainly achieved during the first half of the year (with a non-annualized positive return of 8.0%), which coincides with the period when the stock markets experienced a significant rally. For the second half of the year, the return was 1.2%. As a result of its mission, a significant portion of the Fonds de solidarité FTQ’s portfolio is comprised of private securities and specialized funds, which did not allow it to fully benefit from the recovery of the stock markets that occurred in the last 12 months. Consequently, the Fund’s asset allocation tends to limit its return potential in a bull market as we have seen in the first half of the year; however, in a bear market, the opposite occurs. For instance, during the same period last year, while the financial crisis was still hitting hard, the Fund was able to achieve a return that was higher than the average return of both the Canadian balanced mutual funds and the main stock indices. Investments and Other Investments sectors both significantly and positively influenced the results for the year. The assets managed by the Investments sector are essentially mission-driven development capital investments in public and private partner companies in the form of shares, units or loans. To stabilize its return, the Fund favours a fair balance between investments in the form of loans, usually unsecured, that provide a current return through interest payments received, investments in shares, that potentially generate a higher return but involve an increased level of volatility, and investments in specialized fund units that, while bringing significant private and foreign capital inflows to Québec, contribute to a better diversification of the Fund’s portfolio. Development capital investments are governed by the Investment Policy, which is an important component of the Integrated Financial Assets Management Policy. The Investments sector earned a positive gross return of 11.0% for the year, significantly up from the negative return of 12.0% generated last year. Taking into account this return and given the level of mission-driven investments made by the Fund during the year, the assets in this sector increased and represented $3.6 billion or 49% of assets under management as at May 31, 2010 (compared to 47% a year ago). The Other Investments sector manages the assets not invested in partner companies; these investments consist of bonds, money market securities, sector-based shares, funds of hedge funds, a portfolio of high-revenue securities1 and international infrastructure funds. As with development capital investments, other investments are managed in accordance with the Integrated Financial Assets Management Policy, which targets sound diversification of the Fund’s financial assets. Under this policy, a sufficient portion of financial assets must be invested in a way that allows the Fund to meet its liquidity needs, to produce current revenue sufficient to cover expenses and to contribute to the generation of a reasonable return to the shareholders. For the year, the Other Investments sector earned a gross positive return of 11.2%, a significant increase compared to the negative return of 10.4% recorded for the prior year. The assets of this sector represented $3.7 billion or 51% of the Fund’s assets under management as at May 31, 2010 (compared to 53% a year ago). The total operating expense ratio was 1.5% for the year, down from last year’s ratio (1.7%). 1. The portfolio of high-revenue securities is comprised of high-dividend shares. 30 FONDS DE SOLIDARITÉ FTQ | 2010 FUND RETURN YEARS ENDED MAY 31 Assets under management at end of year* M$ 2010 Weight % Return % Assets under management at end of year* M$ 2009 Weight % Return % Development capital investments Other investments** 3,590 48.9 11.0 3,022 47.0 3,747 51.1 11.2 3,408 53.0 (10.4) Total operating expenses Income tax and tax on capital 7,337 100.0 11.1 (1.5) (0.4) 6,430 100.0 (10.8) (1.7) (0.1) (12.6) (15.3) Fund return (full year) 9.2 Fund return (1st half of the year) 8.0 Fund return (2nd half of the year) 1.2 (12.0) 3.2 * Assets under management at end of year refer to the fair value, at the end of the year, of the assets managed by the Investments and Other Investments sectors and used to generate revenues presented in the Statement of Operations. ** Other investments represent the remaining assets not invested in partner companies. Managed by the Other Investments sector, this portfolio consists of bonds, money market securities, sector-based shares, funds of hedge funds, a portfolio of high-revenue securities and international infrastructure funds. SECTOR RESULTS The performance of the Investments sector is influenced by various factors, particularly the behaviour of the financial markets as well as the economic and business conditions in which our partner companies operate, and by the active management of our investments. The positive gross return of 11.0% of the Investments sector for the most recently ended year is largely explained by the following: • The stock market rally that began in the spring of 2009 and continued throughout the first half of the year, which, despite a setback at the end of the second half of the year, contributed to the positive return of 21.9% earned by the listed securities portfolio of the Investments sector, compared to a negative return of 34.3% for the prior year, when the stock markets were extremely depressed. It should be noted that Québec small-cap companies contributed the most to the portfolio return; • The improvement in the results (positive return of 8.3%) of our private securities and specialized funds portfolio during the year; these results followed a negative return of 6.5% for the previous year. This improvement is attributable to the strength of the portfolio, combined with more favourable economic conditions and a significant reduction in the cost of credit. The evolution of interest rates and the performance of the stock markets are the determining factors in analyzing the performance of the Other Investments sector. Accordingly, the results achieved by this sector are influenced by the behaviour of the financial markets and the conditions affecting the Fund’s economic environment. The gross positive return of 11.2% of the Other Investments sector for the year is largely explained by the following: • The recovery of the stock markets during the first half of the year, which helped improve the results achieved through the sector-based strategy implemented a few years ago and contributed to the positive return of 13.8% of the sector-based shares2 and other securities3 portfolios for the financial year. This performance followed a negative return of 27.6% for the prior year, when the stock markets were highly affected by the financial crisis, both in Canada and abroad; • A positive return of 9.0% on our fixed-income securities portfolio for the year, compared to a positive return of 2.0% for the previous year. The increase in value of bonds (provincial and corporate) resulting from the reduction of credit spreads, combined with interest income generated by the portfolio, enabled us to earn a very attractive overall return on this asset class. RETURN BY ASSET CLASS YEARS ENDED MAY 31 Assets under management at end of year M$ 2010 2009 Weight % Return % Assets under management at end of year M$ Weight % Return % Development capital investments Private securities and specialized funds Listed securities Other investments Fixed income securities Sector-based shares and other securities 2,845 745 2,234 1,513 38.8 10.1 30.5 20.6 8.3 21.9 9.0 13.8 2,480 542 1,927 1,481 38.6 8.4 (6.5) (34.3) 30.0 23.0 2.0 (27.6) 7,337 100.0 11.1 6,430 100.0 (10.8) 2. These sectors are materials, energy, consumer staples, utilities and telecommunications. 3. Other securities are funds of hedge funds, a portfolio of high-revenue securities (comprised of high-dividend shares) and international infrastructure funds. FONDS DE SOLIDARITÉ FTQ | 2010 31 OPERATING EXPENSES Operating expenses consist mainly of expenses related to assets under management, shareholder services, continuous improvement of systems and controls, monitoring of partner companies, personnel and all other resources the Fonds de solidarité FTQ requires to achieve its mission and meet its objectives. Although it is essential that the Fund has available resources to achieve its mission, it is also fundamental that it controls its expenses so that they increase at a slower pace than its average net assets. Year after year, the Fund was able to maintain its total operating expenses at a level it considers to be low. For the year ended May 31, 2010, the total operating expenses to net average assets ratio, calculated using the method prescribed in the Regulation, was 1.5%, compared to 1.7% for the previous year, down 0.2%. The “Ratios and supplemental data” table, presented in the “Financial highlights” section above, shows the evolution of this ratio for the past five years. This table also shows that, during this period, the ratio experienced its most important increase between 2008 and 2009, mainly because of the significant decrease of average net assets as a result of the financial crisis, despite the Fund’s considerable efforts to limit the increase of its expenses. The ratio recovered during the 2010 financial year with the increase of the Fund’s net average assets. ANALYSIS OF CASH FLOWS, BALANCE SHEET AND OFF-BALANCE SHEET ITEMS Cash flows Cash flows from operating activities of the Fund totalled $100 million for the year, down from the $170 million for the previous year. Changes in these cash flows mainly result from our current operations. Cash flows from financing activities of the Fund totalled a positive amount of $296 million for the year, compared to an aggregate negative amount of $27 million for the prior year. Overall, the balance of shares issued less shares redeemed was $318 million for the year, up from the $11 million for the previous year, which explains the increase in the corresponding cash flows. This situation stemmed mainly from a decrease in the number of shares redeemed, which totalled $342 million for the year on a cash basis,4 compared to $645 million for the previous year. On the other hand, shares issued amounted to $660 million for the year on a cash basis,4 an amount slightly higher than the issues of $655 million for the previous year. Cash flows from investing activities of the Fund represented a net cash outflow of $404 million for the year, compared to $133 million for the previous year. Cash needed to support its net investments (acquisitions less proceeds from sales) in partner companies was chiefly provided by cash flows from financing activities of the Fund. The Fund also has lines of credit available for its working capital requirements. As at May 31, 2010, these lines of credit were unused. Balance sheet and off-balance sheet items Balance sheet development capital investments increased from $3.4 billion as at May 31, 2009 to $3.9 billion as at May 31, 2010. This increase essentially resulted from our net disbursed investments of $301 million (disbursed investments of $558 million less disinvestments of $257 million) and the appreciation of our development capital investments during the year. During the year, on a commitment basis, the Fund made direct investments of $501 million in its partner companies, down from the $848 million5 recorded last year when needs of Québec’s companies were at their greatest as a result of the financial crisis. In addition, amounts committed but not disbursed decreased from $1,209 million as at May 31, 2009 to $822 million as at May 31, 2010. Balance sheet other investments increased by $423 million during the year to settle at $3.7 billion as at May 31, 2010. This increase is mainly attributable to the increase in value of the securities in the portfolio, which results, amongst other things, from the recovery in the stock and financial markets. The bond hedge was gradually increased from $75 million as at May 31, 2009 to $135 million as at May 31, 2010 as part of the hedging strategy implemented after the year ended May 31, 2009. The hedging coverage will be adjusted in the next months based on the actual and anticipated interest rate movements. In addition, during the year, we revised other hedging strategies previously implemented to maintain the return/risk profile of the development capital investments and other investments portfolios at the desired level. For example, we eliminated all hedges on the benchmark indices for the sector-based shares portfolio in response to the actual and anticipated stock market fluctuations. Derivatives are also used to hedge the other investments portfolio against, in particular, exchange rate fluctuations when assets are denominated in foreign currencies. In that respect, in response to the significant appreciation of the Canadian dollar, the Fund decided, during the year, to gradually reduce from 100% to 50% the hedge of its sector-based shares portfolio against currency risk which resulted in an increase in the Fund’s exposure to currency risk. This hedging ratio was 62.5% as at May 31, 2010. The Fund does not use derivatives for speculation purposes, except to improve returns within allocated risk limits. 4. These amounts are presented on a cash basis and therefore include the change in amounts payable or receivable between May 31, 2009 and May 31, 2010. 5. Excluding an amount of $542 million that the Fund had agreed to invest in connection with the 2009 budget of the Government of Québec. 32 FONDS DE SOLIDARITÉ FTQ | 2010 MISSION OF THE FONDS DE SOLIDARITÉ FTQ, OBJECTIVES AND STRATEGIES MISSION AND OBJECTIVES The Fonds de solidarité FTQ is a union-based development capital investment fund that was born out of the Fédération des travailleurs et travailleuses du Québec (FTQ). Created in 1983 under the Act to Establish the Fonds de solidarité des travailleurs du Québec (F.T.Q.), the Fund endeavours to collect the savings of Quebeckers who want to participate in creating and maintaining jobs, in order to improve the situation of workers and to stimulate the Québec economy. The Fund also helps raise awareness and encourage workers to save for retirement as well as represents an aid for economic training for workers in the companies the Fund invests in. Focusing on its main objectives, the Fund developed the following vision: “place priority on creating and maintaining jobs, as well as generating a return to its shareholders, by becoming the partner of choice for companies impacting the Québec economy”. The Fund’s mission is strongly supported by both levels of government since shares of the Fund qualify for RRSPs and give rise to a 15% tax credit at both the Québec and federal tax levels, for a total of 30%.6 The maximum tax credit is $1,500 per year, which corresponds to a purchase of $5,000 of shares. STRATEGIES To implement its mission and to reach its objectives, the Fund deployed various strategies, both from a global management perspective and by sector. The Fund therefore implemented an Integrated Financial Assets Management Policy under which it manages its financial assets in an integrated and comprehensive way to produce a reasonable return for its shareholders while mitigating the volatility of the return from half-year to half-year. Accordingly, the assets in the other investments portfolio are distributed in a way that is complementary to the portfolio of mission-driven investments made in partner companies. This strategy allows the Fund to obtain, overall, the desired return/risk ratio. The Integrated Financial Assets Management Policy was revised in January 2010, in light of actual and expected changes regarding the Fund’s business, particularly the decrease in net subscriptions (shares issued less shares redeemed) and the increase in the size of the portfolio of mission-driven development capital investments. In fact, the weight of investments disbursed by the Fund, which as at May 31, 2010 was at a level of 49% (47% as at May 31, 2009), should gradually increase until it reaches 56% of the Fund’s financial assets. The policy revision allowed us to maintain the desired balance among the various components of the Fund’s balance sheet and to review the target weight of each asset class with a view to maintaining the desired return/risk profile and continue to meet shareholders’ expectations. The Fund may modify its targets depending on the circumstances and events that occur in the next few years. The significant volatility of financial and stock markets during the last two financial years resulted in significantly modifying the actual weight of these various asset classes, which led the Fund to rebalance its portfolio at different points during this period. These rebalancings were made to comply with the limits and guidelines of the Integrated Financial Assets Management Policy regarding the target asset allocation. They were also a way to actively manage the portfolio within the limits set out by the policy to improve the return/risk profile, taking into consideration the movement and erratic behaviour of financial and stock markets. The Shareholder Services sector The Shareholder Services sector is built on three strategic axes: developing systematic savings, mobilizing the LR (local representatives) network and developing shareholder loyalty. To do so, the Shareholders Services sector principally relies on a network of 2,044 LRs from FTQ-affiliated unions (as well as unions the Fund has agreements with) who work as volunteers to promote the Fund in their workplace. These LRs explain the Fund’s objectives and encourage workers to subscribe to Fund shares and thereby contribute to Québec’s economic development while saving for retirement. Continuing education is provided, in collaboration with the Fondation de la formation économique, to the entire LR network to mobilize them around the Fund’s mission and the development of systematic savings. There are three ways to subscribe to Fund shares: payroll deduction, which is the preferred way to subscribe to shares for workers, automatic bank withdrawal and lump-sum subscriptions. For the financial year ended May 31, 2010, the Fund collected subscriptions allowing it to make share issues totalling $660 million, compared to $655 million for the previous financial year. Through the RRSP campaign we welcomed 16,326 new shareholders, which helped the Fund reach a historic high of 577,511 shareholders as at May 31, 2010. Its financial performance and strength, publicity campaign, targeted marketing mailings, increased presence through its LR network during the RRSP period throughout Québec have all allowed the Fund to increase the volume of lump-sum subscriptions by 19%, reaching $165 million. In the same period of the last financial year the Fund collected $139 million. Subscriptions through payroll deduction saw a decrease of 6% compared to the previous financial year. This is mainly due to numerous jobs lost, due to the recession, in sectors where the Fund has a high penetration rate. This situation also had an impact on the volume of redemptions meeting the income reduction resulting from job loss criteria, which increased by 9% compared to the previous financial year. 6. Please see the prospectus for more information. FONDS DE SOLIDARITÉ FTQ | 2010 33 Overall, the volume of redemptions decreased significantly this year, settling at $341 million at May 31, 2010, compared to $647 million as at May 31, 2009. It should be recalled that during the previous financial year, in a move underscoring its transparency toward its shareholders, the Fund warned them that the share price would likely be lower, and then recorded an exceptional volume of redemptions during that period. In fact, shareholders eligible for redemption for retirement were able to redeem before the January 2009 announcement of the share price. With its shareholders getting closer and closer to retirement, the Fund expects an upward trend in the annual volume of redemptions over the next few years. The Fondation de la formation économique, created in 1989, encourages economic training for workers so they can increase their influence on Québec’s economic development. The education program continues to adapt to the needs of companies and their employees, particularly in today’s economic conditions. The Fondation pursues its efforts to publicize the program to the Fund’s partner companies to benefit the greatest number of workers possible. The Investments sector The Investment sector’s strategies focus on realizing the Fund’s mission regarding investing in companies impacting Québec’s economy as well as strategic investments based on existing criteria. The Investments sector is made up of three main areas of intervention: i) aerospace, construction, services and transportation, ii) natural resources, industries and consumer goods and iii) new economy, which includes information technology, telecommunications and life sciences. Each of these areas is under the responsibility of a Senior Vice-President and includes several specialized sub-sectors. This segmentation allows the development of a sector-based expertise valued by our partner companies. The investment process is governed by an Investment Policy that is a significant component of the Integrated Financial Assets Management Policy. Multidisciplinary teams also support our investment teams with their expertise: legal, tax, business valuation, market study, due diligence, labour relations and public market departments. A due diligence committee monitors the credit risk level to ensure it is acceptable and in line with the Fund’s mission. In addition, to deal with more difficult situations, the Senior Vice-President, Turnaround Management and Special Projects, together with the Vice-President, Legal Affairs, very closely monitors investments that entail greater credit risk. The last few years the Fund has supported the creation of specialized funds by making significant investments in them. This strategy resulted in a considerable inflow of foreign and private capital which helped stimulate the Québec economy while allowing the Fund to better diversify its investments. For a few years now the Fund has increased the volume of its investment in unsecured debentures. This strategy has allowed the Fund to earn a current return on its investments through interest payments, which contributes to the stability of its return. In 2008, the Fund created the position of Vice-President, Majority Interests, whose responsibilities include promoting investments in companies facing succession issues. Therefore, and contrary to its usual business practices, the Fund may, in certain specific situations, make an investment that results in the Fund temporarily becoming the controlling shareholder. The Fund makes significant investments in each category of development capital as defined by Canada’s Venture Capital & Private Equity Association (CVCA). The CVCA proposes classifying private equity investments into three categories: buyout capital, venture capital and mezzanine capital.7 Applying this definition, the following graph presents the breakdown of our $3.4 billion8 development capital investments portfolio, at cost. BREAKDOWN OF DEVELOPMENT CAPITAL INVESTMENTS PORTFOLIO BY CATEGORY (AT COST) AS AT MAY 31, 2010 26.2% Buyout capital 42.2% 31.6% Mezzanine capital Venture capital 7. Based on the classification proposed by the CVCA, a buyout capital investment is made by purchasing shares of an established private or public company looking to grow organically or through acquisition. A venture capital investment is made by purchasing shares of a company that is generally unlisted and in the start-up or early development stage. Mezzanine capital consists of subordinated debt or preferred shares with or without a variable portion in equity warrants. 8. On a fund disbursement basis, excluding investments in real estate funds and in listed securities acquired on the secondary market. 34 FONDS DE SOLIDARITÉ FTQ | 2010 The Other Investments sector In managing the balance of assets not invested in partner companies (presented under “Other Investments” in the financial statements), the Other Investments sector is governed by the Integrated Financial Assets Management Policy which targets sound diversification of the Fund’s financial assets. A sufficient portion of financial assets must be invested in a way that allows the Fund to meet its liquidity needs, to produce current revenue sufficient to cover expenses and to contribute to the generation of a reasonable return to the shareholders. The Other Investments portfolio is a significant contributor to the Fund’s results. All the portfolios in the Other Investments sector, except for the money market portfolio and part of the bond portfolio, are managed by external specialized managers. The two portfolios that are managed internally at the Fund by a team of professionals represented approximately $1.3 billion as at May 2010, or 35% of the total amount of other investments. To improve the overall performance of these portfolios, the Fund’s specialists have a certain latitude in making securities purchases and sales. These transactions must comply with the limits and guidelines of the Integrated Financial Assets Management Policy and are overseen by the Financial Assets Management Committee. For portfolios managed externally, the Fund retains the services of specialized managers which allows optimizing the management of those portfolios. One of the benefits of this kind of management is the implementation of specialized management strategies, such as active management of the duration of the bond portfolio, which targets generating added value for the portfolios in question through the expertise the selected specialists have in the area. Using derivative products provides active management of market risks the Fund is exposed to. When appropriate a risk management strategy is established by the Other Investments sector and authorized by the appropriate governing bodies to minimize the Fund’s exposure to volatility in interest rates, foreign exchange rates and stock market prices. The revision of the Integrated Financial Assets Management Policy in January 2010 specifically led the Fund to aim for a gradual reduction of its bond portfolio as well as liquidate a large part of its portfolio of high-revenue securities. In fact, as at May 31, 2010, the portfolio of high-revenue securities only comprised high-dividend shares, while in the past it also included preferred shares and income trust units. The transactions required subsequent to these modifications to the target asset allocation were executed in an orderly fashion so the Fund would not hurt its return. The activities of the Other Investments sector fall under the responsibilities of two separate Vice-Presidents: the Vice-President, Marketable Securities Portfolio Management and the Vice-President, Marketable Securities Portfolio Strategies and Québec Public Market. This structure helps the Fund continue prioritizing the optimization of its return/risk ratio despite the increasing complexity of financial markets. 60% RULE The 60% rule set out in the Fund’s Incorporation Act stipulates that the Fund’s average unsecured investments in qualified business enterprises must represent at least 60% of its average net assets of the previous financial year. The remaining assets may be invested in other financial vehicles for asset diversification and sound management purposes. The calculation method for this rule is based on the value of the Fund’s assets, which depends in part on interest rate fluctuations and on the performance of stock markets and the economy in general. As at May 31, 2010, the value of average qualified investments9 amounted to $4.5 billion or 66.2% of the average net assets of the previous financial year (compared to 61.7% as at May 31, 2009, which ratio reflected the temporary relaxation of the rule by the Government of Québec granted on November 9, 2007). Since the minimum percentage prescribed was reached as at May 31, 2010, the amount of share issues for the 2010-2011 financial year will not be limited by the 60% rule. As at May 31, 2010 the Fund was also in compliance with all other limits and rules set out in its Incorporating Act. The Fund expects to comply with all the limits and rules set out in its Incorporating Act over the next several years. RECENT DEVELOPMENTS ACCOUNTING POLICIES During the financial year, the Fund applied new accounting standards adopted by the Canadian Institute of Chartered Accountants (CICA). These standards, which are described in Note 3 to the financial statements, did not affect net earnings and earnings per share or net value per share as at May 31, 2010 and 2009. The Fund does not anticipate adopting new accounting policies that would significantly affect its net earnings for the next financial year or the value of its net assets as at May 31, 2011. 9. These investments include amounts committed but not disbursed as well as guarantees and suretyships. FONDS DE SOLIDARITÉ FTQ | 2010 35 INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) The Accounting Standards Board of Canada (AcSB) confirmed that Canadian GAAP will be replaced by IFRS for the years beginning on or after January 1, 2011 for publicly accountable enterprises. However, the AcSB recently proposed that entities, such as the Fund, currently applying the Accounting Guideline on investment companies could continue to apply existing Canadian standards until fiscal years beginning on or after January 1, 2012. The Fund will monitor this proposal affecting its applicable date of transition to IFRS. IFRS conversion plan The Fund adopted an IFRS conversion plan comprised of three phases: a diagnostic phase; a standards assessment, detailed analysis, issue resolution and model financial statements preparation phase; and a change integration phase. The first phase was completed before the end of the financial year ended May 31, 2009. This phase included identifying the IFRS having a significant impact on the Fund as well as the main issues and priorities to assess in the context of the Fund. The part of the second phase dealing with standards assessment, detailed analysis and issue resolution, was completed in May 2010. It included a more detailed analysis of the IFRS and the differences with current Canadian standards and their interpretations in order to identify the impact the conversion will have on processes, systems and the financial statements. In the coming months, the Fund will prepare its opening balance sheet as at the date of transition and its model financial statements. During the change integration phase, we will keep accounting records both under Canadian GAAP and IFRS to be able to present comparative information upon transition. In addition, the Fund will deploy its training plans, which are intended to upgrade the knowledge of its accounting staff and other stakeholders of the organization that are affected by the IFRS conversion. The Fund continuously monitors the development of IFRS to assess its impact on its operations. Main expected changes The following table presents only the significant differences between current Canadian GAAP and IFRS as they relate to the Fund. While noteworthy, these differences do not necessarily have a significant impact on the Fund’s financial statements. This table was prepared based on standards that will be effective as at the date of transition; however, certain standards could be amended and the Fund could reassess its position as needed. Accounting policy Main differences between GAAP and IFRS Impact on financial statements Consolidation Under Canadian GAAP, investment companies meeting certain criteria recognize their investments at fair value, in accordance with Accounting Guideline AcG-18, Investment Companies. This rule applies to all investments, including those in entities in which the investment company holds more than 50% of voting shares and those in entities over which it exercises control. The Fund does not currently prepare consolidated financial statements and recognizes all its development capital investments and other investments at fair value. Currently, IFRS do not provide for an accounting treatment equivalent to that of AcG-18 and, consequently, investment companies that control entreprises will have to consolidate their investments in such enterprises upon adopting IFRS. Financial instruments The international standard-setting organization, the International Accounting Standards Board (IASB), has been examining since spring 2010 the option of exempting investment companies from the requirement to consolidate investments in entities they control; they would therefore account for these investments at fair value. In the coming months, these proposals will be included in an exposure draft that could lead to the adoption of a new accounting standard on that topic. In the event that IFRS include a consolidation exemption for investment companies, there would be no impact on the Fund’s financial statements. Under Canadian GAAP, the Fund recognizes all its development capital investments and other investments at fair value, in accordance with accounting principles applicable to investment companies. Financial instrument recognition and measurement under current IFRS could have an impact on financial reporting. As mentioned under “Consolidation” above, IFRS do not provide for an accounting treatment specific to investment companies. In the absence of such a treatment, the Fund would have to recognize its financial instruments using the categories prescribed by IFRS, measure them using the methods required for each category and provide the required disclosures in its financial statements. 36 Consolidating those investments would have a major impact on information disclosed in the Fund’s financial statements, which would not be at fair value for consolidated entities. FONDS DE SOLIDARITÉ FTQ | 2010 Disclosure standards regarding controlled entities are still being analyzed. The Fund will assess the situation in due time. In the event that IFRS allow investment companies to use fair value measurement, there would be no impact on the Fund’s financial statements. Accounting policy Main differences between GAAP and IFRS Impact on financial statements Property, plant and equipment (Capital assets) IFRS require that each component of an item of property, plant and equipment be depreciated separately when an item of property, plant and equipment is comprised of components to which different depreciation rates apply. One impact of this requirement is that more components will be recognized than under Canadian GAAP. The list of the specific components of the Fund’s building is currently being developed. These components will be disclosed in a note to the financial statements. Under IFRS, an item of property, plant and equipment can be measured using the cost model or the revaluation model. Canadian GAAP preclude the remeasurement of property, plant and equipment at fair value. IFRS 1 First-Time Adoption of International Financial Reporting Standards allows an entity to use, upon transition to IFRS, the fair value of an item of property, plant and equipment as its deemed cost as at the date of transition. Investment property Under IFRS, an investment property is defined as a property held to earn rentals or for capital appreciation, or both. An investment property can be measured using the cost model or the fair value model. Canadian GAAP do not include a specific definition of investment property. Employee benefits After the transition, the Fund expects to continue using the cost model to measure its capital assets. Amounts involved (fair value of the building and calculation of depreciation by component) are currently being assessed, but they are not expected to have a significant impact on net assets, net earnings and net earnings per share. The Fund will reclassify the portion of its building that it leases. The Fund expects to measure its investment property using the cost model, as it does for the portion of the building it occupies and its other capital assets. This measurement method is not expected to have a significant impact on net assets, net earnings and net earnings per share. Under IFRS, past service cost of defined benefit pension plans for which the benefits are already vested are recognized immediately as an expense. Under Canadian GAAP, they are usually amortized over the average remaining service period of active employees. The vested portion of past service cost will have to be immediately recognized in net assets. This adjustment does not have a material impact on the Fund’s financial statements. Under Canadian GAAP and IFRS, the actuarial gains or losses of defined benefit pension plans that exceed a “corridor” are amortized over the average remaining service period of active employees. However, in a recently issued exposure draft, the IASB proposes to amend this treatment to eliminate the “corridor”. The Fund is currently assessing the option of recognizing in retained earnings all actuarial gains and losses at transition and the option of using or not using the “corridor” method subsequent to transition. IFRS 1 First-Time Adoption of International Financial Reporting Standards allows an entity to recognize, upon transition to IFRS, all cumulative actuarial gains and losses directly in retained earnings. Income taxes The Fund is currently assessing the option of using the fair value of its building as its deemed cost as at the date of transition. Amounts involved are currently being assessed, but they are not expected to have a significant impact on net assets, net earnings and net earnings per share. Under Canadian GAAP, refundable taxes must be accrued – as assets for mutual fund corporations – with respect to all related elements of income recognized in the period, whether the taxes with respect to such amounts are payable currently or in the future. As a result of this difference, refundable tax balances will have to be written off as at the date of transition and the amount of future income taxes will have to be adjusted. Under IFRS, refundable taxes are recognized as amounts receivable only when dividends or transfers from retained earnings to capital stock giving right to a refund of these taxes are approved by the Board of Directors. Amounts involved are currently being assessed, but they are not expected to have a significant impact on net assets, net earnings and net earnings per share. Consequently, these taxes will have to be recognized in the statement of operations only when such a transaction is approved. The Fund believes that the IFRS conversion will not require major changes to its information systems or its data processing procedures. The Fund also believes that its current internal control over financial reporting and disclosure controls and procedures will be sufficient and adequate for the adoption of the new IFRS and their disclosure requirements. FONDS DE SOLIDARITÉ FTQ | 2010 37 TRANSFER OF CLASS G SHARES On May 31, 2010, the holders of Class G shares, namely the Fédération des travailleurs et travailleuses du Québec (FTQ) and the Minister of Finance of Québec, waived the right to receive any distribution or return of capital attached to their shares. Accordingly, the issued and paid-up capital on Class G shares was reduced by $20.1 million through a transfer to contributed surplus. In consideration, the Fund will submit, at the shareholders’ meeting to be held on October 2, 2010, a resolution providing for the cancellation of Class G shares in exchange for equivalent unsecured debentures. This transfer increased, as at May 31, 2010, the net assets attributable to Class A shares by $20.1 million or $0.07 per share. PAST PERFORMANCE This section presents the past performance of the Fund. The past performance of the Fund does not necessarily indicate how it will perform in the future. YEAR-BY-YEAR RETURNS OF THE FUND The following chart shows the Fund’s annual performance and illustrates how the Fund’s performance has changed from year to year for the last ten financial years. 5.2% 2.6% 5.0% 6.0% 9.2% 7.1% -1.2% -11.4% 2001 2002 -6.9% -12.6% 2003 2004 (11 months) 2005 2006 2007 2008 2009 2010 The annual performance of the Fund is calculated by dividing net earnings (net loss) per share for the financial year by the price per share at the beginning of the financial year. Such performance differs from the annual compound return to the shareholder because the annual performance of the Fund is calculated taking into account share issuances and redemptions made during the year, which have a dilutive or accretive effect on net earnings (net loss) per share, as the case may be. In addition, the Fund’s annual performance does not include the transfer of Class G shares mentioned above, which had a positive effect of 0.3% on the return to the shareholder for the financial year ended May 31, 2010. ANNUAL COMPOUND RETURNS TO THE SHAREHOLDER At the current price of $23.84 per share, a shareholder who has invested at the beginning of each of the periods indicated below earns the following annual compound returns: 10 years 5 years 3 years 1 year -0.2% 1.2% -2.0% 9.5% The annual compound return to the shareholder is calculated by taking into account the annualized change in the price per share over the periods indicated. This return differs from the annual performance of the Fund since, as mentioned above, it does not take into account the dilutive or accretive effect of share issuances and redemptions made during the year, but includes the effect of the transfer of Class G shares. This explains why the annual compound return to the shareholder was 9.5% for the year, whereas the performance of the Fund was 9.2% for the same period. Since the inception of the Fund, the annual compound return to the shareholder has been 3.5%. ANNUAL COMPOUND RETURNS TO THE SHAREHOLDER (INCLUDING TAX CREDITS) Let’s take, for example, a shareholder who has invested an equal amount each year through payroll deduction. Including the Québec and federal labour-sponsored funds tax credits (each amounting to 15%), at the current price of $23.84 per share, this shareholder earns an annual compound return of 11.5% and 7.8% for a 7-year and 10-year period, respectively. This return does not take into account the RRSP tax deductions. 38 FONDS DE SOLIDARITÉ FTQ | 2010 SUMMARY OF INVESTMENT PORTFOLIO As at May 31, 2010, the Fund’s assets under management, comprised of the development capital investments portfolio and the other investments portfolio, were broken down as follows: Asset classes % of net assets Development capital investments Private securities Specialized funds Listed securities 24.9 14.1 10.2 49.2 Other investments Cash and money market Bonds Sector-based shares Funds of hedge funds Portfolio of high-revenue securities International infrastructure funds 2.7 27.9 15.8 3.0 1.1 0.9 51.4 As at May 31, 2010, the issuers of the top 25 positions held by the Fund, of which 16 are part of the development capital investments portfolio and 9 are part of the other investments portfolio, were as follows: Issuers % of net assets Development capital investments (16 issuers)* Other investments (9 issuers)** 28.3 17.8 46.1 * The 16 issuers representing, as a group, 28.3% of the Fund’s net assets are: Atrium Innovations inc. Cogeco Câble inc. Corporation Financière L’Excellence ltée Entreprises publiques québécoises à faible capitalisation10 Éthanol Greenfield inc. Fonds immobilier de solidarité FTQ inc.10 Fonds immobilier de solidarité FTQ I, s.e.c. (formerly Solim)10 Fonds immobilier de solidarité FTQ II, s.e.c. (formerly Solim II)10 Gestion TFI, société en commandite LJVH Holdings inc. Metro inc. Société de gestion d’actifs forestiers Solifor, société en commandite10 SSQ, Life insurance Company Inc. Stella-Jones Inc. Transcontinental Inc. Trencap s.e.c. ** The 9 issuers representing, as a group, 17.8% of the Fund’s net assets are: Province of Ontario Government of Canada Financement Québec Hydro-Québec Canada Housing Laurentian Bank of Canada FRM Diversify II Fund SPC Q-BLK Strategic Partners, inc. The Bank of Nova Scotia 4.8% 3.7% 2.8% 1.6% 1.2% 1.2% 0.9% 0.8% 0.8% This summary of investment portfolio may change due to ongoing portfolio transactions of the Fund. CONTRIBUTION TO QUÉBEC’S ECONOMIC DEVELOPMENT In keeping with its mission, the Fund made investments over the financial year that contributed to creating, maintaining or saving quality jobs in different sectors of the Québec economy. In the current economic conditions, still marked with uncertainty, the Fund continues to play an active role in the development and growth of Québec companies. As such, during the financial year, the Fund invested $501 million, on a commitment basis, to support Québec entrepreneurs in their development projects. If we do not take into account the last four financial years where investment volume was very high, particularly in response, on the one hand, to the current capitalization needs of private venture capital funds, and on the other hand, to the needs of Québec companies dealing with the last economic and financial crisis, which saw the traditional sources of capital dry up even more, this significant volume of investments of $501 million further corresponds to financial markets and capital supply in Québec returning to normal. In addition, this amount is close to the levels of investments for the financial years 2000 to 2005, which on average were around $450 million. 10.Despite their relatively important weight in the overall portfolio of the Fund, these issuers do not constitute a significant concentration risk given their large number of investees. FONDS DE SOLIDARITÉ FTQ | 2010 39 Some of these investments had a particularly structural effect on the Québec economy. For example, an amount of $25 million was granted to Premier Tech, a company in the agriculture and industrial equipment production industry, to support its development and long-term stability. A part of this amount allowed the company to realize a new step in its growth plan through the acquisition of the Ontarian company Sure-Gro Holding, which is the main Canadian producer and distributor of horticulture products for the consumer market. Along the same lines, the Fund played an active role, through a $15 million investment in Fortress Paper Ltd., in the re-opening of the Fraser Paper mill in Thurso, in the Outaouais region, which had shut down in June 2009. Fortress’s very innovative project for the Thurso mill, which will see the rehiring of 290 employees, aims at converting the mill’s original activities, paper pulp production, to initially produce a high quality cellulose pulp and eventually build a cogeneration plant with the goal of producing 25 megawatts of electricity. Among the other investments made over the financial year, we’d like to highlight the $15 million investment in Smardt Chiller Group, a company that manufactures chilling systems that is active in several markets around the world, which will allow the company to optimize its distribution network, acquire new equipment and modernize its factory in Dorval. In the furniture industry, the Fund invested $11.5 million: $5.5 million to help Foliot Management, which manufactures furniture out of melamine-coated particleboard for university residence halls and hotels, for its expansion projects, including opening a new factory in the western part of the United States, and an amount of $6 million for the Bermex Group to acquire a majority interest in Shermag, one of the largest high-end residential furniture manufacturers in Québec. In the context of its strategic investment program,11 the Fund made four large investments in 2009-2010. An investment of $38.5 million was made in GLV, a global provider of technology solutions used in water treatment, recycling and purification, as well as in pulp and paper production; this investment by the Fund helped GLV complete its major acquisition of the Austrian company Christ Water Technology AG. The Fund also made an investment of $58.1 million in a transaction involving the Montréal Canadiens Hockey Club, the Bell Centre and the Gillet Entertainment Group to bring back ownership of the Club to Québec; part of this investment ($48.1 million) falls into the category of strategic investments. In addition, Stella-Jones received an investment of $30.8 million from the Fund to help it join the ranks of the leaders in the North American railway ties industry by acquiring the American company Tangent Rail Corporation. Finally, an investment of $30 million was announced as part of the offer made by OMERS to privatize Logibec Groupe Informatique, a company that currently ranks among the fastest growing companies specialized in information systems for the health and social services industry. The Fund also maintained its commitment to new economy companies by investing, for example, $5.5 million for a management buyout of Teraxion, a global leader in the design of products for optical signal conditioning for high-speed data transmission for the telecommunication, aerospace, energy and industrial markets. To support the future of agricultural entrepreneurship in Québec, it was announced on March 30, 2010 in the provincial budget that the Fund would earmark $25 million for the creation of the FIRA fund, which stands for Fonds d’investissement pour la relève agricole. Two financial partners are joining the Fund in this project, including Financière agricole du Québec, and will also invest $25 million each. The FIRA fund will help bring together the necessary elements to encourage start-ups and farm business transfers. POLICY FOR INVESTMENTS OUTSIDE QUÉBEC12 Investments made by the Fund over the years pursuant to the Policy for Investments Outside Québec have had significant economic spin-offs for Québec as required by the policy. This year, a total of $47 million ($76 million for the previous year) was invested in the various eligible categories pursuant to this policy. The eligibility of investments made by the Fund in private funds outside Québec, pursuant to the 60% rule, is conditional upon the private funds reinvesting in Québec companies an amount at least equal to the amount invested by the Fund. These private funds should also bring to their partner companies a specific expertise or an international business network necessary for their development. During the year, the Fund invested $7.6 million in MMV Financial (a private fund outside Québec) and anticipates that, in addition to supporting the Fund’s efforts in terms of Québec’s economic development, this private fund will invest in Québec companies an amount at least equal to the sum received from the Fund. 11 The 2003-2004 Québec budget granted the Fund the opportunity to make strategic investments in large Québec companies with assets of less than $500 million or with a maximum net worth of $200 million. 12.Since 1998, the Fund has been authorized by the Québec Minister of Finance to invest outside Québec provided certain clearly defined conditions are met, notably with regards to economic spin-offs. The main groups of eligible investments are private funds outside Québec, companies impacting the Québec economy and large-scale investment projects (financing for expansion, modernization, productivity improvement). 40 FONDS DE SOLIDARITÉ FTQ | 2010 During the year the Fund qualified an investment of $23 million (of which $15 million was committed in the previous financial year) in Meca Dev s.a.s., a company impacting the Québec economy that met the criteria of the Policy for Investments Outside Québec. The Fund also invested amounts totalling $16.3 million in two companies that will undertake large-scale projects in Québec that also qualified under the policy, including $15 million in Fortress Paper Ltd. (a company outside Québec). THE FONDS DE SOLIDARITÉ FTQ NETWORK Since its inception in 1983, the Fund has built a solid investment network that provides entrepreneurs who follow their ambitions with patient capital based on their needs. A veritable business hub brimming with ideas, talent and knowledge, this network offers the Fund’s partner companies the opportunity to share common concerns with other SMEs, learn from past experiences and forge new business ties. The Fund’s Investment network revolves around four levels of investment: • The Fonds de solidarité FTQ offers $2 million and up for large companies. • The 16 fonds régionaux de solidarité FTQ offer $100,000 to $2 million to meet the needs of businesses in every region of Québec. • The 86 local solidarity funds, or SOLIDEs (Sociétés locales d’investissement dans le développement de l’emploi), created by the Fund and the Fédération québécoise des municipalités, offer $5,000 to $100,000 to small businesses. • The 77 specialized funds form an investment network in Québec and abroad that invests in assorted industries. The Fund’s commitment to this network continued in 2009-2010, with the continued goal to facilitate Québec SMEs’ access to capital in all their stages of development. In November 2009 the Fund unveiled its new logo, which will maximize its visual impact. In addition, other components of the Fund’s investment network, namely the fonds régionaux de solidarité FTQ, the Fonds locaux de solidarité FTQ, real estate funds and the Fondation de la formation économique, adopted a logo that recalls the Fund’s logo. At the same time, the name of the real estate funds was changed. This unity of logos and names throughout the Fund’s network will maximize awareness for this impressive network throughout Québec. The following graph shows the breakdown of the Fund’s investments based on its various network components: DISTRIBUTION OF INVESTMENTS BY NETWORK COMPONENTS (AT COST) AS AT MAY 31, 2010 11.5% 9.5% 79.0% Specialized funds Regional and local funds (including the SOLIDEs) Fonds de solidarité FTQ OUTLOOK AND TRENDS ECONOMIC AND FINANCIAL OUTLOOK Stock and financial markets in large part have recovered from their state of crisis since the worst months of spring 2009, particularly because of the numerous fiscal and financial aid policies implemented by government authorities across the world over the last 12 months. Having benefitted from the support of government authorities to pull it out of the crisis, the still fragile U.S. economy is in a period of transition, and the next question to ask is if consumers and businesses will take over in the next few months so the economy can get its second wind and become stronger. The U.S. Federal Reserve should gradually reduce the extraordinary fiscal stimulus measures over the next few months, but at a very slow pace so as not to disrupt the still weak economic recovery. To that end, an increase in the U.S. Federal Reserve’s interest rate would not be foreseeable in 2010. The disparity between the Canadian and American economies is astonishing. Contrary to what we see in the United States, economic recovery, employment and growth in credit are strong in Canada, so much that the Bank of Canada could probably continue to increase the discount rate (in stages) after having raised it by 25 basis points (from 0.25% to 0.50%) on June 1, 2010. It will not be easy to gauge the intensity of the hikes in the discount rate, particularly because of the notable appreciation of the Canadian dollar and inflation holding steady. Given current conditions, we foresee the Canadian dollar varying within a range of $US 0.95 and $US 1.05, while 10- and 30-year Canadian bond rates should remain stable through the end of 2010. FONDS DE SOLIDARITÉ FTQ | 2010 41 The Québec economy has emerged from the tough situation it was dragged into by the American crisis. The numbers for consumer spending, exports and employment are all encouraging. However, fiscal austerity measures of the Government of Québec and weak productivity, as well as conditions in the United States and the possible repercussions on global financial markets of the public finance crisis in several countries in the Eurozone, remain key factors to monitor. TRENDS IN THE VENTURE CAPITAL INDUSTRY13 While investments plummeted 27% in Canada and 37% in the United States in 2009 (in terms of amounts invested as well as number of investments), Québec saw the opposite that year, with amounts invested in Québec companies climbing 10%. In terms of the North American market, we are experiencing a slump in amounts invested for the second year in a row. Québec was not spared in 2008, but, unlike the other Canadian provinces and the United States, we saw a turnaround in the trend in 2009. This turnaround allowed Québec to receive 43% of investments made in Canada in 2009, compared to 29% in 2008. We see the opposite in Ontario where the fall in investments reduced their share to 28% of investments made in Canada, which is Ontario’s weakest market share in nearly 20 years. Investment activity in Québec in 2009 was still dominated by tax-advantaged funds, including labour-sponsored funds. These funds raised their investments by 11% compared to the previous year, which accounted for nearly one-third of all investment activity in Québec in 2009. After having significantly reduced their presence in Québec in 2008, U.S. and foreign funds returned in force in 2009, boosting the amount invested in the province by 52% over the previous year. In 2009, Québec received 41% of total investments made in Canada by foreign investors. Also in 2009 foreign investments represented 29% of all investments made in the province. The considerable presence of foreign funds in Québec is a strong testament to the vitality of the Québec venture and development capital industry, not to mention the quality of investment opportunities in the province. The Teralys Capital Fund, created in 2009 by the Fonds de solidarité FTQ in collaboration with the Caisse de dépôt et placement and the Government of Québec, is a good example of initiatives that demonstrate the commitment of the key players in the venture and development capital industry to encourage and help create private investment funds and the arrival of foreign funds in the Québec market. THE SAVINGS MARKET AND RRSP Even though the Québec economy seems to have been less affected by the 2008-2009 economic and financial crises than other provinces, there were still consequences for Québec. In fact, job losses increased and several factories shut down. The savings rate was directly affected, and is currently at its lowest point in 20 years. In terms of the risks that small investors are willing to take, we note that secured products remain popular. However, for those looking for a higher return, unsecured products remain appealing. In the current economic conditions that are still tainted with weakness and uncertainty, the Fund’s mission becomes even more important in terms of both its work to teach about the importance of saving and its role as an investor in the Québec economy. It should also be noted that its competitive return for the financial year and its tax credits put the Fund in an advantageous position. A recent survey of our shareholders revealed that in March 2010, 83% considered the Fund stable and financially sound. FUND OUTLOOK14 Based on the currently foreseeable economic and financial outlook, and taking into consideration our mission and investment strategies, we are targeting an annual return of 2.5% to 3.0%, on average, over the next few years. This return does not take into account tax credits granted to shareholders upon purchasing shares of the Fund and is subject to significant half-year or annual volatility. This target was revised downward in January 2010 (it had previously been 3.0% to 4.0%), following the revision of the Integrated Financial Assets Management Policy. The lowering of the Fund’s target return is essentially explained by the lower expected return for the bond portfolio. In fact, we expect that this portfolio will be affected over the next few years by higher Canadian bond rates, which clearly cannot remain at current historic lows forever. Accordingly, in addition to obtaining interest income that is weakened by current low interest rates, and while not impacting the soundness of the portfolio, this scenario will also result in losses in value of bonds in the portfolio when interest rates begin rising. 13.As previously mentioned, Canada’s Venture Capital & Private Equity Association (CVCA) proposes classifying private equity investments into three categories: buyout capital, venture capital and mezzanine capital. As such, the information presented in this section only concerns the venture capital category and is therefore not representative of the Fund’s overall development capital investments, which are allocated among all three categories. In addition, the information presented in this section covers the 2009 calendar year, which is different than the Fund’s financial year. 14.The outlook presented in this MD&A reflects the Fund’s expectations with respect to future events, based on information available to the Fund as at June 23, 2010, and presupposes certain risks, uncertainties and assumptions. Many factors, several of which are beyond our control, may cause the Fund’s actual results, performance, or achievements to differ materially from explicit or implicit expected future results, performance, or achievements. 42 FONDS DE SOLIDARITÉ FTQ | 2010 While the Fund is confident it will reach its return objective in the long term, the annual return depends on current economic conditions and the ups and downs of the stock and financial markets. Therefore, the Fund’s return over the 2010-2011 year will be greatly influenced by stock market returns. The return for private securities is also linked to the general performance of the economy and may be lower than their historic average returns, particularly because of an increase in the cost of credit, adverse impact of economic conditions, the volatility of the Canadian dollar compared to the U.S. dollar and the effects of foreign competition. The Fund is targeting a ratio of total operating expenses to average net assets comparable to the ratio achieved during the financial year ended May 31, 2010. In the coming years the Fund expects to continue using derivative products with respect to a portion of its bond portfolio to lessen the negative impact an increase in Canadian interest rates would have on its earnings. Given the protection such a strategy provides, we must therefore sacrifice a part of the earnings resulting from an increase in the value of our bond holdings should the rates of the bonds issued by the Canadian government decline. The level of hedging of the bond portfolio will vary based on the economic outlook. This strategy is necessary to meet shareholder expectations and to avoid, inasmuch as possible, a decline in the Fund share price. We also use other hedging measures. For example, derivative products are used to reduce the Fund’s exposure to currency risk or to reduce the impact of an anticipated fall in the value of certain sectors or specific securities on the stock markets. In such cases, we must also relinquish a part of the increase in the price of our investment if the corresponding currency or stock market price rallies. With projected share issues higher than anticipated redemptions, the Fund’s net assets should increase over the 2010-2011 year. On the other hand, the volume of investments made by the Fund will likely be closer to the level recorded during the 2009-2010 financial year than the very high levels reached over the four previous financial years. As has already been mentioned, investments were made at such high volumes to respond, on the one hand, to the current capitalization needs of private venture capital funds, and on the other hand, to the needs of Québec companies dealing with the last economic and financial crisis in light of the drying up of traditional sources of capital. RISK MANAGEMENT Sound risk management practices are vital to the success of the Fonds de solidarité FTQ. We manage our risk within a framework taking into account the nature of our activities and the risks we can reasonably assume considering the desired return/risk ratio and shareholder expectations. To that end, we capitalize on a structured process to determine, measure and control the significant risks with which we must contend. Notice to readers: The following three paragraphs and the sections on market risk, credit and counterparty risk and liquidity risk form an integral part of the Financial Statements on which an auditors’ report without reservation was issued on June 23, 2010. The Fund manages all its financial instruments in an integrated, comprehensive manner in accordance with the standards set out in the Integrated Financial Assets Management Policy adopted by the Board of Directors. This policy covers both development capital investments and other investments. It sets goals, guidelines and several limits so that the Fund’s management can ensure that the target return/risk profile is reached on an operational basis. The Fund does not use derivatives for speculation purposes, except to improve returns within allocated risk limits. During the year ended May 31, 2010, the risk management approach evolved as the Fund undertook a process to implement an integrated risk management framework. This process was essentially intended to provide the Fund’s management with an overall vision of all risks to ensure that they are managed in accordance with their degree of importance. The production of an integrated risk profile allowed prioritizing the key financial and non-financial risks to which the Fund is exposed, before and after considering the effectiveness of the controls implemented to mitigate the Fund’s exposure to these risks. A mitigation strategy was developed for some of these risks, and action plans were set up. Other action plans are also intended to validate the controls implemented to manage certain risks. In the normal course of business, the Fund is exposed to various risks; the principal ones are presented below. FONDS DE SOLIDARITÉ FTQ | 2010 43 MARKET RISK Market risk, which is inherent to the Fund’s participation in financial markets, represents the risk of losses arising from fluctuations in interest rates, exchange rates and prices of listed financial instruments. More specifically, this risk varies with the financial markets’ conditions and certain market parameters, such as volatility, that may lower the value of the Fund’s financial assets and thus have a negative impact on the Fund’s Balance Sheet and Statement of Operations. Difficult economic or financial conditions may thus have a negative impact on the value of the Fund’s shares. The Fund manages market risk by allocating its financial assets across several classes. In addition, it invests in various industries (government and government agencies, financial institutions, technology, manufacturing and primary, services and tourism, regional or local funds and real estate) and geographic areas, within the limits allowed by its Incorporation Act. The Fund’s financial assets are especially sensitive to listed share prices and fluctuations in bond interest rates (Canada bond rates and credit spreads). The Fund’s financial assets are also sensitive to exchange rate fluctuations, but since most of its transactions are in Canadian dollars, the Fund’s direct exposure to currency risk is relatively low. Furthermore, common hedging mechanisms such as foreign currency forward contracts are generally used for other investments in a foreign currency. In response to the significant appreciation of the Canadian dollar, the Fund decided, during the year, to gradually reduce from 100% to 50% the hedge of its sector-based shares portfolio against currency risk, which increased the Fund’s exposure to currency risk. This hedging ratio was 62.5% as at May 31, 2010. In addition, the bond hedge was gradually increased from $75 million as at May 31, 2009 to $135 million as at May 31, 2010 as part of the hedging strategy implemented after the year ended May 31, 2009. The hedging coverage will be adjusted in the next months based on actual and anticipated interest rate movements. Sensitivity analyses and simulations are used to inform senior management of material levels of market risk exposure. The Fund uses derivative financial instruments to reduce its market risk exposure and safeguard the value of its assets. A sensitivity analysis is presented below for each of the three market risk categories to which the Fund’s financial assets are exposed, namely changes in interest rates, listed share prices and exchange rates. These analyses reflect the amendments made during the year to the hedging strategies implemented to reduce the Fund’s exposure to interest rate risk and currency risk. SENSITIVITY OF THE FUND’S RESULTS TO MARKET RISK (in millions of dollars) Change in bond interest rates* 1% increase in bond interest rates 1% decrease in bond interest rates Change in listed share prices** 10% increase in listed share prices 10% decrease in listed share prices Change in exchange rates*** 10% appreciation of the Canadian dollar 10% depreciation of the Canadian dollar May 31, 2010 May 31, 2009 (95) 95 (99) 99 186 (186) 172 (172) (55) 55 (16) 16 * This analysis is performed on bonds held by the Fund presented under Other investments in the financial statements. In this analysis, the impact on results takes into account the use of derivative financial instruments in certain cases. ** This analysis is performed on listed shares held by the Fund presented under Development capital investments and Other investments in the financial statements. In this analysis, the impact on results takes into account the use of derivative financial instruments in certain cases. *** This analysis is performed on securities denominated in foreign currencies held by the Fund presented under Development capital investments and Other investments in the financial statements. In this analysis, the impact on results takes into account the use of derivative financial instruments in certain cases. The value of unlisted financial instruments in the development capital investments portfolio is established using approved and accepted valuation techniques. These techniques are based on a set of assumptions that take into account market conditions such as exchange rates, economic growth, credit spreads, etc. as at the valuation date. Since the assumptions used are highly interrelated, a sensitivity analysis that isolates the impact of only one of these variables on the private securities portfolio is not considered to fairly represent the sensitivity of the results. Despite this, management assessed the situation and determined that using possible alternative assumptions would not change significantly fair values. 44 FONDS DE SOLIDARITÉ FTQ | 2010 CREDIT AND COUNTERPARTY RISK The Fund’s exposure to credit risk stems mainly from its mission-driven development capital investment activities. In that regard, the investments are generally unsecured. Its other investment activities generally entail less of this risk since the counterparties concerned are typically more financially solid (governments, banks, etc.). Credit risk is the potential for loss due to the failure of a partner company (financial instruments presented under Development capital investments), issuer or counterparty in a transaction (financial instruments presented under Other investments) to honour its contractual obligations or due to a degradation of its financial position. The Fund manages this risk through several means, including a due diligence process to ensure that the credit risk level is acceptable. The Fund maintains a sound diversification of its assets through the Integrated Financial Assets Management Policy. Compliance with this policy therefore enables the management of concentration risk associated with the exposure to an issuer or group of issuers with common characteristics (industries, credit ratings, etc.). EXPOSURE TO CREDIT AND COUNTERPARTY RISK (fair value as a percentage of net assets) May 31, 2010 Weight of the five largest investments (Development capital investments) 15.1 14.6 Weight of the five largest issuers or counterparties (Other investments) 14.1* 12.6* May 31, 2009 *The share attributable to securities issued or guaranteed by the Governments of Québec, Ontario and Canada represented 14.1% as at May 31, 2010 (May 31, 2009: 11.5%). The summary of investment portfolio presented previously also discloses relevant information for assessing the credit and counterparty risk concentration level. Targets by industries, in keeping with the Fund’s internal structure, are approved each year for the development capital investments portfolio. These targets are set using risk budget management. Based on an optimal risk level defined for this portfolio as a whole, in light of the Fund’s mission, risk budget management facilitates a more effective monitoring and control of the portfolio profile and sector allocation by risk level. The return/risk balance of this portfolio is achieved through a sector-based risk budget allocation that takes into account the higher risk of our investments in certain sectors. We regularly re-examine the status of development capital investments to justify their classification in one of the following three categories: compliant with internal criteria, under watch or in turnaround. To deal with the more difficult situations, an internal committee closely monitors investments that entail greater credit risk. CLASSIFICATION OF THE DEVELOPMENT CAPITAL INVESTMENTS PORTFOLIO May 31, 2010 (fair value in millions of dollars) Compliant with internal criteria Under watch In turnaround 3,662 212 46 3,109 213 31 3,920 3,353 May 31, 2009 In the case of the other investments portfolio, issuer and counterparty ratings and compliance with exposure limits by borrower or counterparty contribute to managing credit and counterparty risk in the portfolio and to diversifying our assets. These criteria are set based on the risks specific to each asset class and reduce the risk that our results will be materially affected in the event of a payment default. As at May 31, 2010, the weighted average credit rating of bonds was A, as it was as at May 31, 2009, which is in compliance with the requirements of the Integrated Financial Assets Management Policy. FAIR VALUE OF BONDS INCLUDED IN THE OTHER INVESTMENTS PORTFOLIO BASED ON STANDARD & POOR’S RATINGS May 31, 2010 (in millions of dollars) AAA AA A BBB Other 456 588 804 169 5 294 243 886 206 9 2,022 1,638 May 31, 2009 FONDS DE SOLIDARITÉ FTQ | 2010 45 LIQUIDITY RISK The Fund must make disbursements on a daily basis. Cash outflows occur when the Fund redeems Class A shares held by shareholders, disburses amounts committed to partner companies, remits amounts under management and pays expenses. It is worth noting that the Fund is required to redeem its shares only in the circumstances set out in its Incorporation Act, or to purchase them by agreement in exceptional situations provided under a policy adopted for such purpose by the Board of Directors and approved by the Minister of Finance of Québec. The Fund must be able to obtain the cash required to meet its commitments. Liquidity risk is therefore related to the potential for loss due to its inability to meet such commitments. In certain cases, securities acquired on the market can be subject to resale restrictions, thus potentially reducing their liquidity. The Fund’s Incorporation Act provides that part of the financial assets may be invested in marketable securities on organized markets, such as stock and bond markets, so we can easily obtain cash. The Fund also has access to bank credit facilities for additional sources of liquidity. As at May 31, 2010, the ratio of liquid financial assets15 as a percentage of assets under management was 51.0% (51.2% as at May 31, 2009), demonstrating, in management’s opinion, that the Fund has the required liquidity to fulfill all its obligations and commitments. OPERATIONAL RISK Inherent to all the Fund’s activities, operational risk is the risk of sustaining losses as a result of the inadequacy or failure of certain processes or systems in place or due to human factors or external events. This risk also includes legal risk. Effective policies, standards and procedures are implemented to manage this risk. Control principles and mechanisms are monitored and periodically revised as part of a continuous improvement process. The Fund’s operational risk management and the effectiveness of its management framework are underpinned by the following guiding principles: • Competent, well-trained staff; • A succession management program; • A culture of integrity; • Segregation of incompatible duties; • Adoption of a concept of independence inspired by the securities regulations applicable to public companies; • Delegation of decision-making authority to Special Boards whose majority of members are independent; • Monitoring of the development capital investment valuation process; • Implementation of a framework program of financial compliance; • Monitoring of technology development and information security; • A planning process for resumption of activities in the event of business interruption; • Continuous monitoring of changes in applicable legislation, regulations and standards, including the Fund’s compliance therewith; • Risk identification and assessment when new products or activities are introduced. The Codes of Ethics and Conduct define, among other things, the rules of conduct to be followed by employees, officers and directors to avoid, for instance, conflict of interest situations. All employees or officers must, in the execution of their duties, put the interests of the Fund ahead of their own or those of third parties. They must also avoid placing themselves in a conflict of interest situation, either real, potential or apparent. The Codes of Ethics and Conduct prohibit, among others, certain personal trading deemed conflictual, including receiving certain gifts and using any advantage, information or interest related to the Fund that would be incompatible with the professional duties and responsibilities of an employee. In addition, the Codes forbid the disclosure by directors and employees, for purposes other than the execution of their duties, of confidential information obtained through such execution. Each year, all employees must complete a statement of interests held and a statement on the compliance of their conduct with the Code. The Codes of Ethics and Conduct for management and unionized personnel was updated in 2009, and training was provided to all employees. The Codes now provide for a whistleblowing procedure for cases of non-compliance with the Code involving financial or accounting information or illegal acts. To diversify its financial assets management, the Fund also calls upon the services of specialized external managers and acquires interests in specialized funds. Where appropriate, the Fund purchases insurance that transfers to insurers certain components of operational risk related to these activities. 15.Liquid financial assets are comprised of fixed-income securities (cash, bonds and money market securities), listed shares of the other investments portfolio and certain listed shares of the development capital investments portfolio. 46 FONDS DE SOLIDARITÉ FTQ | 2010 OTHER RISKS The Fund is also exposed to other risks such as strategic and reputation risks, which could result in negative financial consequences. Strategic risk, which includes competitive risk and risk associated with regulatory changes, refers to the possibility of incurring losses as a result of ineffective strategies, lack of integrated business strategies or the inability to adapt the strategies to changes in the business environment. This risk is managed through monitoring and strategic and operational planning processes that seek input from all levels of the organization before being submitted to the Board of Directors for approval. The Management Committee then periodically monitors each sector’s business plan. Any strategic decision or change to the Fund’s orientations that could have a material impact is authorized beforehand by the appropriate authorities, based on the powers delegated to them. Reputation risk is the risk that negative publicity, whether founded or unfounded, will or may cause losses, a decrease in liquidity or a decline in the customer base. The Fund controls and manages reputation risk through proper training, legal and financial due diligence for all its capital development investments, sound governance practices and the application of policies and procedures as well as through the ownership of the Codes of Ethics and Conduct by all officers and employees. The Fund is a responsible corporate citizen that takes ethical, social and environmental aspects into consideration when making investment decisions. We have also adopted a voting rights policy with regards to public companies and a code of conduct for international business dealings. The Fund also ensures that any financial information released outside the organization is accurate and validated beforehand. In 2008, the Fund implemented a Disclosure Policy concerning all financial and non-financial information issued and/or disclosed externally and the information that is communicated internally to a large number of employees. The main objectives of this policy are to provide a disclosure framework and standards, to ensure that information disclosed is rigorously prepared and validated, to make the Fund’s employees aware of disclosure principles, and to specify the roles and responsibilities of the main participants in the disclosure process. The application of this policy is monitored by a Disclosure Committee composed of members of the Fund’s management. The main responsibilities of this Committee are to set disclosure guidelines, to implement and keep up to date the Disclosure Policy and ensure it is complied with, and to ensure that relevant and effective disclosure controls and procedures are in place. The Disclosure Committee reports its activities to the Management Committee. GOVERNANCE RISK GOVERNANCE The Management Committee, comprised of the President and CEO and executives, is responsible for the global management of the Fonds de solidarité FTQ’s operations. Because risk governance is an essential part of integrated financial assets management, the Fund has put in place a management framework to ensure that risk management and control strategies and resulting operational decisions take the established level of acceptable risk into account. This management framework is as follows: BOARD OF DIRECTORS AUDIT COMMITTEE ETHICS COMMITTEE EXECUTIVE COMMITTEE VALUATION COMMITTEE Shareholders’ expectations in terms of return and volatility FINANCIAL ASSETS MANAGEMENT COMMITTEE Integrated financial assets management by the Fund SPECIAL BOARDS Risks inherent to the Fund’s activities because of its mission Integrated Financial Assets Management Policy, guidelines and procedures, standards, etc. FONDS DE SOLIDARITÉ FTQ | 2010 47 Our risk governance structure comprises a series of policies approved by the Board of Directors. Policies, standards, guidelines, and procedures are regularly reassessed to ensure that we rely on only the best possible practices. It should be noted that the functions of Chairman of the Board and President and CEO are separate. The Integrated Financial Assets Management Policy is a key piece of this management framework. The policy sets out the target financial asset allocation allowing the Fund to fulfill its mission while meeting the desired return/risk ratio through sound diversification that helps mitigate the volatility of such return from half-year to half-year. This policy also provides objectives, guidelines, and limits within which our managers and professionals perform their duties and carry out their mandates. In fact, the Integrated Financial Assets Management Policy is composed of several policies covering general principles, orientations, and the limits and guidelines applicable to various asset classes, including a separate policy applicable to the Investments sector. The detailed guidelines and procedures covering the management of financial assets on an operational basis are presented separately to facilitate their application. The process that was launched during the year to implement an integrated risk management framework also had some effects on the risk governance structure. The roles and responsibilities of the Fund’s governing bodies, internal committees and main stakeholders involved were further defined. In this way the Fund’s Board of Directors reconfirmed its responsibility for integrated risk management while delegating to the Executive Committee the monitoring of the work and their results in that respect. The Vice-President responsible for the integrated risk management framework reports directly to the President and CEO in carrying out his duties. KEY GOVERNING BODIES BOARD OF DIRECTORS The Board of Directors carries out specific duties, including: • Ensuring the Fund’s mission is followed at all times as noted in its Incorporation Act; • Approving the main directions, policies and business strategies of the Fund; • Approving investment recommendations for which it is responsible; • Ensuring the Fund, in its roles as an investor, behaves as a socially responsible company to the extent applicable; • Evaluating the Fund’s performance on a regular basis. Members of the Board of Directors are nominated or elected according to the rules set out in the Fund’s Incorporation Act. In carrying out its mandate, the Board delegates part of its responsibilities to the following committees: EXECUTIVE COMMITTEE, SPECIAL BOARDS AND OTHER DELEGATE BOARDS In addition to the Board of Directors, Delegate Boards also oversee development capital investment decisions. Delegate Boards include the Executive Committee and the Special Boards created for the Traditional, New Economy, Mining Portfolio and Turnaround and Majority Interests sectors. Each development capital investment of $5 million or more must be authorized by the Board of Directors, or the Executive Committee if the Board of Directors is unable to meet in a timely fashion. Regardless, each of these investments must be recommended by the Special Board overseeing the corresponding activities. All investments of less than $5 million are under the authority of the corresponding Special Board. The Special Board for the Traditional sector was created in May 2009. Prior to this its mandate was performed by the Executive Committee. The four Special Boards are composed of a majority of independent members. AUDIT COMMITTEE The Audit Committee is comprised entirely of independent members and its mandate includes: recommending the audited financial statements and MD&A for approval by the Board of Directors; approving the principles for valuing development capital investments and receiving the Valuation Committee’s report; enquiring about the effectiveness of internal controls implemented by management and the fact that they are not overridden; enquiring about the compliance and risk management process for preparing the Fund’s financial statements and provide feedback; and receiving the Ethics Committee report and overseeing the application of the Code of Ethics for Board members. The Committee also ensures the Fund complies with the statutes, regulations and agreements that govern its operations and that may have a material financial impact. The Audit Committee reports its activities to the Board of Directors and makes recommendations to it when necessary. In addition, an Ethics Committee composed of members of management support the Audit Committee in monitoring the application of the Fund’s Codes of Ethics and Conduct. 48 FONDS DE SOLIDARITÉ FTQ | 2010 FINANCIAL ASSETS MANAGEMENT COMMITTEE This committee is responsible for monitoring the implementation, compliance with and updating of the Integrated Financial Assets Management Policy, including the Investment Policy and the policies applicable to the various asset classes of the Other Investments sector. Its primary mandate is to ensure that asset management is coordinated and linked. In this capacity, it recommends the overall vision and orientation for financial assets management to the Board of Directors. This committee also monitors performance, changes in the return/risk ratio and ensures that the Fund’s activities are in compliance with all its financial assets management policies, and ensures that the Fund has adequate and sufficient guidelines and procedures. The Financial Assets Management Committee reports twice yearly on its activities to the Board of Directors and makes recommendations to it when necessary. VALUATION COMMITTEE The Fund created the Valuation Committee, which is composed of a majority of independent qualified valuators, in the second half of the 2008-2009 financial year, and mandated it to provide a reasonable assurance that the procedure used for valuing the development capital investments portfolio complies with the procedure set out in the Regulation Respecting Development Capital Investment Fund Continuous Disclosure. The Valuation Committee reports twice yearly on its review to the Audit Committee. VALUATION FRAMEWORK Development capital investments and other investments are recorded on the balance sheet at their fair value.16 However, the majority of the Fund’s development capital investments are made in private companies or specialized funds for which a fair value must be established because the securities issued by these companies or funds are not traded on organized, public markets. Specialized valuators employed by the Fund determine the fair value of these investments. These valuators report to the Executive Vice-President, Finance and follow a structured process comprising several verification and validation steps to ensure the quality, uniformity and integrity of the work performed and of the resulting fair value. The management framework that should govern the procedure for valuing development capital investments is set out in the Regulation Respecting Development Investment Fund Continuous Disclosure. In particular, the Regulation specifies the minimum qualifications required for specialized valuators employed by the Fund as well as the governing body responsible for approving the valuation principles used. The Regulation also requires that all relevant information about the valuations (excluding publicly traded issuers valued using market prices) should be provided to an independent valuation committee. In addition, the President and Chief Executive Officer and the Chief Financial Officer must sign a certification stating that the valuation procedures set out in the Regulation were complied with and confirming the aggregate fair value of the development capital investments portfolio. This certificate has been submitted to the Audit Committee on a quarterly basis since May 31, 2009. FINANCIAL GOVERNANCE The Fund completed its work over the financial year of developing a compliance program commonly known as Confor. While not required to apply MI 52-109 issued by the Canadian Securities Administrators, the Fund has decided to base its work upon the principles stated in this rule, thereby demonstrating its willingness to respect best practices in financial governance. This framework applies to controls providing reasonable assurance that the financial information prepared and reported is reliable and that the financial statements are prepared in accordance with Canadian generally accepted accounting principles. Management is responsible for designing and maintaining internal control over financial reporting and disclosure controls and procedures. It must also periodically evaluate their design and effectiveness. During the year, the Fund evaluated the design of internal control over financial reporting and the design and effectiveness of disclosure controls and procedures. In addition, as at May 31, 2010, the Fund carried out its first ever overall evaluation of the effectiveness of internal control over financial reporting. Certification was signed by the President and Chief Executive Officer and the Chief Financial Officer as at May 31, 2010 and confirming their responsibility for this procedure. A certification was also signed by these same executives as at November 30, 2009 (interim period), confirming their responsibility for evaluating the design of internal control over financial reporting and disclosure controls and procedures. These certifications are available on SEDAR. A mechanism for sub-certification by several Fund executives also supports the certifications. Management’s conclusions on the design and effectiveness of internal control over financial reporting and disclosure controls and procedures are presented below. 16.Using fair value is a best practice recognized by venture capital firms and private equity funds. Fair value is defined as the amount of the consideration that would be agreed upon in an arms-length transaction between knowledgeable, willing partners who are under no compulsion to act. FONDS DE SOLIDARITÉ FTQ | 2010 49 MANAGEMENT’S REPORT ON INTERNAL CONTROLS Management is responsible for designing and maintaining internal control over financial reporting and disclosure controls and procedures. It must also periodically evaluate their design and effectiveness. Management evaluated the control design based on the COSO (Committee of Sponsoring Organizations of the Treadway Commission) framework, and, for information technology controls, the COBIT (Control Objectives for Information and Related Technology) framework, two recognized financial governance frameworks. CONCLUSIONS ON THE DESIGN AND EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING As at May 31, 2010, management evaluated the design and effectiveness of internal control over financial reporting. Based on the work done, management can conclude that internal control over financial reporting is adequately designed and operates effectively to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with Canadian generally accepted accounting principles. During the year ended May 31, 2010, there was no change in the Fund’s internal control over financial reporting that has materially affected, or is reasonably likely to affect, the Fund’s internal control over financial reporting. CONCLUSIONS ON THE DESIGN AND EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES As at May 31, 2010, management evaluated the design and effectiveness of disclosure controls and procedures. Based on the work done, management can conclude that disclosure controls and procedures are adequately designed and operate effectively to provide reasonable assurance that information disclosed is recorded, processed, summarized and presented within the time periods specified in the regulations and that it is communicated to management on a timely basis for decision-making purposes. 50 FONDS DE SOLIDARITÉ FTQ | 2010 FINANCIAL STATEMENTS Management’s report The financial statements of the Fonds de solidarité des travailleurs du Québec (F.T.Q.) and the other financial information in this annual report are the responsibility of the Board of Directors, which has delegated the responsibility of their preparation to management. The Board of Directors carries out its responsibility for financial statements through the Audit Committee, made up of outside, unrelated directors. The auditors mandated by shareholders have unrestricted access to the Audit Committee, with or without management’s presence. To fulfill its responsibility about the accuracy and reliability of the financial information, management has a system of internal controls to provide assurance the financial information is reliable, form a proper basis for preparing the financial statements, and the Fund’s assets are properly accounted for and safeguarded. These financial statements, audited by Samson Bélair/Deloitte & Touche s.e.n.c.r.l., Chartered accountants, and Raymond Chabot Grant Thornton LLP, Chartered accountants, present the financial information available as at June 23, 2010, and have been prepared in accordance with Canadian Generally Accepted Accounting Principles. The financial information presented elsewhere in this annual report conforms with the Fund’s financial statements, which have been approved by the Board of Directors. Executive Vice-President, Finance Michel Pontbriand, CA Montréal, June 23, 2010 Auditors’ report To the Shareholders of the Fonds de solidarité des travailleurs du Québec (F.T.Q.), We have audited the balance sheets of the Fonds de solidarité des travailleurs du Québec (F.T.Q.) as at May 31, 2010 and 2009, and the statements of operations, changes in net assets and cash flows for the years then ended. These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian Generally Accepted Auditing Standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these financial statements present fairly, in all material respects, the financial position of the Fund as at May 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended in accordance with Canadian Generally Accepted Accounting Principles. 1 1 Chartered accountant auditor permit no. 10881 2 2 Chartered accountant auditor permit no. 7023 Montréal, June 23, 2010 FONDS DE SOLIDARITÉ FTQ | 2010 51 BALANCE SHEETS A S AT M AY 3 1 2010 $ Assets Development capital investments (Note 5) Other investments (Note 6) Accounts receivable and other assets (Note 9) Cash Capital assets (Note 10) Income taxes Future income taxes (Note 18) 3,920,407 3,670,163 177,201 8,536 62,011 4,156 685 7,843,159 3,353,254 3,246,958 760,259 16,516 63,959 4,791 969 7,446,706 Liabilities Amounts under management (Note 11) Accounts payable and other liabilities (Note 13) Future income taxes (Note 18) Net assets (Note 14) Number of Class A shares, Series 1 and Series 2 outstanding Net assets per Class A share, Series 1 and Series 2 363,810 184,169 828 548,807 7,294,352 305,951 23.84 368,386 702,910 689 1,071,985 6,374,721 291,733 21.78 (In thousands, except net assets per share) (Note 14) Contingencies (Note 15) The accompanying notes form an integral part of these financial statements. On behalf of the Board of Directors, YVON BOLDUC, DIRECTOR 52 FONDS DE SOLIDARITÉ FTQ | 2010 MICHEL ARSENAULT, DIRECTOR 2009 $ STATEMENTS OF OPERATIONS F O R T H E Y E A R S E N D E D M AY 3 1 2010 $ 2009 $ (In thousands, except earnings (loss) per share) Revenues Interest (Note 16) Dividends 169,051 52,912 221,963 37,558 29,428 33,741 30,771 38,253 3,135 173,571 65,325 238,896 Expenses (Note 17) Corporate expenses Development capital investment and other investment expenses Shareholder Services and Economic Training development and administration expenses Capital tax Amortization of information systems development and other capital assets 38,522 5,314 4,467 115,289 3,898 109,798 Net investment income before income taxes Income taxes (Note 18) Net investment income 106,674 21,806 84,868 129,098 11,750 117,348 Gains (losses) on development capital investments and other investments Realized Change in unrealized appreciation or depreciation Transaction costs Net earnings (net loss) Weighted average number of Class A shares, Series 1 and Series 2 Earnings (loss) per Class A share, Series 1 and Series 2 65,717 451,504 (1,830) 515,391 600,259 298,740 2.01 (380,929) (653,834) (1,566) (1,036,329) (918,981) 291,160 (3.16) The accompanying notes form an integral part of these financial statements. FONDS DE SOLIDARITÉ FTQ | 2010 53 STATEMENTS OF CHANGES IN NET ASSETS F O R T H E Y E A R S E N D E D M AY 3 1 Share Capital (Note 14) Series 1 $ Series 2 $ Class G $ Contributed Surplus (Note 14) Subscribed $ $ 5,844,350 649,311 72,019 10,774 20,125 443 1,230,575 – 148,755 (792,791) 6,374,721 451,504 600,259 660,085 (301,973) 85,000 6,276,688 (5,917) 76,876 (20,125) – (1) (1,594) 20,125 442 1,249,106 (31,228) (85,000) 32,527 (1) (340,712) – (341,287) 7,294,352 6,586,758 645,093 78,538 10,231 20,125 377 368,883 369,190 (265,147) (138,957) 7,284,914 (653,834) (918,981) 655,324 (567,501) (820,000) 5,844,350 (16,750) 72,019 20,125 66 (11,676) 873,368 443 1,230,575 (50,675) (53,368) – 66 (646,602) – (792,791) 6,374,721 Class A (In thousands) 2010 Balance at beginning of year Net earnings Share issues Net change in share subscriptions Share redemptions Transfers (Note 14) Balance at end of year 2009 Balance at beginning of year Net loss Share issues Net change in share subscriptions Share redemptions Transfers (Note 14) Balance at end of year The accompanying notes form an integral part of these financial statements. 54 FONDS DE SOLIDARITÉ FTQ | 2010 Retained Earnings (Deficit) Realized $ Unrealized $ Net Assets $ STATEMENTS OF CASH FLOWS F O R T H E Y E A R S E N D E D M AY 3 1 (In thousands) 2010 $ 2009 $ Operating activities Net investment income Non-cash items and change in non-cash items Capitalized income – development capital investments Capitalized interest – amounts under management Amortization of information systems development and other capital assets Future income taxes Accounts receivable and other assets Accounts payable and other liabilities Income taxes Other Transaction costs 84,868 (4,738) 14,418 4,467 423 402,999 (409,111) 1,245 7,009 (1,893) 99,687 117,348 (5,117) 15,509 3,898 (3,001) 33,743 20,449 (19,790) 8,518 (1,566) 169,991 Financing activities Contribution of amounts under management Withdrawal of amounts under management Shares issued and subscribed Shares redeemed 83,257 (105,065) 660,084 (341,940) 296,336 92,713 (130,587) 655,390 (644,786) (27,270) Investing activities Acquisition of development capital investments Proceeds of disposal of development capital investments Acquisition of other investments Proceeds of disposal of other investments Information systems development Other capital assets Increase (decrease) in cash Cash at beginning of year Cash at end of year (642,054) 356,787 (15,173,076) 15,056,648 (875) (1,433) (404,003) (7,980) 16,516 8,536 (792,256) 324,080 (14,047,794) 14,389,316 (725) (5,499) (132,878) 9,843 6,673 16,516 The accompanying notes form an integral part of these financial statements. Cash flows from operating activities include income taxes paid of $20.7 million (2009: $34.5 million). FONDS DE SOLIDARITÉ FTQ | 2010 55 NOTES TO FINANCIAL STATEMENTS A S AT M AY 3 1 , 2 0 1 0 A N D 2 0 0 9 1. INCORPORATION ACT STATUTES AND OBJECTIVES OF THE FUND The Fonds de solidarité des travailleurs du Québec (F.T.Q.) (the “Fund”), incorporated by an Act of the Québec National Assembly, is a joint-stock company with the following objectives: a) to invest in Québec business enterprises and provide them with services in order to create, maintain or protect jobs; b) to promote the training of workers in economic matters to enable them to increase their influence on Québec’s economic development; c) to stimulate the Québec economy by making strategic investments that will be of benefit to Québec workers and business enterprises; d)to promote the development of qualified business enterprises by inviting workers to participate in that development by purchasing the Fund’s shares. To this end, the Fund endeavours to concentrate most of its development capital investments in unsecured investments, mainly in small and medium-sized enterprises (“SMEs”), located in Québec. As a general rule, the Fund will take a minority interest in the projects in which it invests. 60% RULE The Fund may make development capital investments in any business enterprise with or without security. However, in any given financial year, the proportion of unsecured development capital investments made in qualified business enterprises must represent an average of at least 60% of the Fund’s average net assets of the previous financial year. If the Fund fails to reach this percentage, the share issues giving rise to tax credits for the following financial year are limited to a prescribed percentage of the total value of shares issued in the preceding financial year, except for shares acquired through payroll deduction and employer contributions stipulated in agreements concluded at the end of the preceding financial year. The percentage of average qualified development capital investments to the average net assets of the preceding year is 66.2% as at May 31, 2010 (2009: 61.7%, taking into account the temporary relaxation granted by the Government of Québec on November 9, 2007). Since the minimum percentage prescribed by the 60% rule has been reached as at May 31, 2010, the amount of share issues will not be limited for the 2010-2011 financial year. 2. SIGNIFICANT ACCOUNTING POLICIES The Fund is an investment company as defined in the Accounting Guideline on investment companies contained in the Canadian Institute of Chartered Accountants (“CICA”) Handbook and, as such, applies the accounting principles stated therein. A Statement of Comprehensive Income is not provided since net earnings (net loss) and comprehensive income are the same. USE OF ESTIMATES The preparation of financial statements in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions, in particular when determining allowances and the fair value of development capital investments and other investments, that affect the reported amounts in the financial statements. Actual results could differ from those estimates. RECOGNITION OF FINANCIAL INSTRUMENTS Financial instruments are recognized at fair value on the transaction date. Accounts receivable and other assets are classified as loans and receivables, and Amounts under management and Accounts payable and other liabilities are classified as other liabilities. These instruments are recognized at amortized cost, which approximates their fair value. 56 FONDS DE SOLIDARITÉ FTQ | 2010 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) MEASUREMENT OF FINANCIAL INSTRUMENTS All development capital investments and other investments are measured at fair value, established as follows: a)Unlisted financial instruments Unlisted financial instruments consist of shares, partnership units, loans and advances, guarantees and suretyships, bonds and money market instruments. These instruments are measured at fair value using appropriate valuation techniques and models that may not be principally based on observable market information. Observable market information is used in valuation models if they are available. The fair value is established based on reasonable assumptions that would be considered by parties to an arm’s length transaction. Certain assumptions may have a significant impact on fair value, including those used to determine characteristic cash flows and the level of risk and future growth rate associated with such cash flows considering economic conditions, the outlook for the relevant industry segment and conditions specific to the business entreprise. Units of funds of hedge funds are valued at the value set by their respective manager at the date closest to the Fund’s year-end. b)Listed financial instruments Listed financial instruments consist of shares, partnership units, bonds and money market instruments. These instruments are valued at bid price at the close of trading at balance sheet date. In exceptional instances, when the market for a financial instrument is not active, such instrument is then valued using appropriate valuation techniques, including the techniques used for unlisted financial instruments. c) Derivative financial instruments These instruments are valued using appropriate valuation techniques, including option pricing models using in particular the bid price for assets and the ask price for liabilities at the close of trading at balance sheet date. SECURITIES LENDING, SECURITIES PURCHASED UNDER REVERSE REPURCHASE AGREEMENTS AND SECURITIES SOLD UNDER REPURCHASE AGREEMENTS To generate additional revenues, the Fund participates in the securities lending program put in place by its trustee for securities of which it is the custodian. Under this program, the Fund can enter into securities lending transactions and transactions involving the purchase of securities with a simultaneous commitment to resell them in the short-term at a specified price and date. These reverse repurchase agreements are recorded as assets under Accounts receivable and other assets at the resale price specified in the commitment. In addition, the program allows the Fund to enter into transactions involving the sale of securities with a simultaneous commitment to repurchase them in the short-term at a specified price and date. These repurchase agreements are recorded as liabilities under Accounts payable and other liabilities at the repurchase price specified in the commitment. The resulting revenues are recorded under Interest in the Statement of Operations. CAPITAL ASSETS Capital assets are stated at cost and are amortized over their estimated useful life using the following methods and annual rates: Buildings Office furniture and equipment Computer hardware and software Information systems development Methods Rates straight-line 2.5% diminishing balance 20.0% straight-line straight-line 25.0% 33.3% Capital assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recorded when their carrying amount exceeds the undiscounted cash flows that would result from their use and eventual disposition. The recognized impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value. FONDS DE SOLIDARITÉ FTQ | 2010 57 NOTES TO FINANCIAL STATEMENTS (CONTINUED) A S AT M AY 3 1 , 2 0 1 0 A N D 2 0 0 9 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) REVENUE RECOGNITION Interest Interest is recorded on an accrual basis. Dividends Dividends are recorded as income when they are declared, except for cumulative dividends which are recorded on an accrual basis. Gains and losses on development capital investments and other investments Realized gains and losses on disposals of development capital investments and other investments, including derivative financial instruments, are recorded at the time of sale and presented under Gains (losses) on development capital investments and other investments in the Statement of Operations. The amount is the difference between the proceeds of disposal and the average cost, without considering the unrealized appreciation or depreciation recorded in prior years, which is reversed and taken into account under Change in unrealized appreciation or depreciation. INCOME TAXES The Fund uses the asset and liability method of accounting for income taxes. Under this method, future income taxes are recognized based on the expected future tax consequences of differences between the carrying amounts of balance sheet items and their tax bases, multiplied by the enacted or substantively enacted income tax rates for the years in which the differences are expected to reverse. Future income tax assets are recognized to the extent that it is more likely than not that they will be realized. FOREIGN CURRENCY TRANSLATION Monetary assets and liabilities and assets and liabilities measured at fair value are translated into Canadian dollars at the year-end exchange rate. Revenues and expenses denominated in foreign currencies are translated at the exchange rate prevailing at the transaction date. Foreign exchange gains and losses are recognized in the Statement of Operations. EMPLOYEE FUTURE BENEFITS The cost of pensions and other retirement benefits earned by managers and employees is actuarially determined using the projected benefit method prorated on service and management’s best estimate of expected return on plan assets, salary escalation and retirement ages of employees. For the purposes of calculating the expected return on plan assets, those assets are valued at fair value. Net actuarial gains or losses which are greater than 10% of the accrued benefit obligation or the fair value of the plan assets, whichever is higher, are amortized over the average remaining service period of active employees. The average remaining service period of covered active employees is between 9.8 and 12.8 years for 2010 (2009: between 9.8 and 14.5 years). 3. CHANGES IN ACCOUNTING POLICIES GOODWILL AND INTANGIBLE ASSETS Since June 1, 2009, the Fund has applied the recommendations of Section 3064, Goodwill and Intangible Assets, of the CICA Handbook. This section establishes standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The adoption of these standards had no impact on net earnings and net assets per share as at May 31, 2010. 58 FONDS DE SOLIDARITÉ FTQ | 2010 3. CHANGES IN ACCOUNTING POLICIES (CONTINUED) FINANCIAL INSTRUMENT DISCLOSURES The Fund applies the amendments to Section 3862, Financial Instruments – Disclosures, of the CICA Handbook, which apply to years ended after September 30, 2009. The amendments relate to diclosures about fair value of financial instruments and liquidity risk. The adoption of these amendments had no impact on net earnings and net assets per share as at May 31, 2010. The Fund is now required to disclose, in the notes to the financial statements, the breakdown of fair value measurements for financial instruments using a hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: Level 1: Fair value based on quoted market prices (unadjusted) observed on active markets for identical financial instruments. Level 2: Fair value based on quoted prices for similar financial instruments or based on valuation techniques for which all significant inputs are based on observable market information. Level 3: Fair value based on valuation techniques for which significant inputs are not based on observable market information. Disclosures are presented in Note 7. 4. FUTURE CHANGES IN ACCOUNTING POLICIES INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) The Accounting Standards Board of Canada (“AcSB”) confirmed that Canadian GAAP will be replaced by IFRS for the years beginning on or after January 1, 2011 for publicly accountable enterprises. The AcSB recently proposed that entities, such as the Fund, currently applying the Accounting Guideline on investment companies could continue to apply existing Canadian standards until fiscal years beginning on or after January 1, 2012. The Fund complies with its IFRS conversion plan. Additional information is presented in the “Recent developments” section of the Management Discussion and Analysis for the year ended May 31, 2010, presented on pages 35 to 37 and available at the Fund’s head office, on its Website at www.fondsftq.com or at www.sedar.com. 5. DEVELOPMENT CAPITAL INVESTMENTS The audited Statement of Development Capital Investments, at Cost, is presented on pages 75 to 82 and available at the Fund’s head office, on its Website at www.fondsftq.com or at www.sedar.com. 2010 Unrealized appreciation Cost (depreciation) $ $ Fair value $ (In thousands) 2009 Unrealized Cost depreciation $ $ Fair value $ Unsecured Listed shares and units 602,926 678,704 (214,322) 464,382 Unlisted shares and units 1,904,449 592,198 (25,623) 10,728 1,878,826 1,718,856 (73,618) 1,645,238 Loans, bonds and advances 1,485,819 (77,495) 1,408,324 1,380,457 (173,284) 1,207,173 Secured Loans, bonds and advances 45,548 (15,217) 30,331 39,589 (3,128) 36,461 4,028,014 (107,607) 3,920,407 3,817,606 (464,352) 3,353,254 Development capital investments include securities denominated in foreign currencies, mainly the U.S. dollar, with a fair value of $251 million (2009: $182.8 million). Investment agreements may include clauses providing for conversion and redemption options. FONDS DE SOLIDARITÉ FTQ | 2010 59 NOTES TO FINANCIAL STATEMENTS (CONTINUED) A S AT M AY 3 1 , 2 0 1 0 A N D 2 0 0 9 5. DEVELOPMENT CAPITAL INVESTMENTS (CONTINUED) BREAKDOWN OF LOANS, BONDS AND ADVANCES BY MATURITY L oans, bonds and advances at fair value Variable rates Maturity (In thousands) $ Less than 1 year $ 37,838 253,315 Fixed rates Total 1 to 5 years $ 5 years and more $ $ 441,944 675,227 1,408,324 2010 Unsecured Average effective rate 12.0% Secured 963 Average effective rate 4.3% 1.6 1% 18,328 12.0% 9.5% 11,040 12.4% 7.4% – 30,331 7.2% 2009 Unsecured Average effective rate Secured Average effective rate 36,434 264,869 10.4% 1.0 1% 26,287 1,238 4.3% 13.4% 384,259 9.6% 8,936 10.4% 521,611 1,207,173 7.1% – 36,461 7.2% 1. This average rate includes non-interest bearing advances repayable on demand of $236.1 million (2009: $242.2 million) to a wholly-owned company. Excluding these advances, the average effective rate would be 9.1% (2009: 10.3%). BREAKDOWN OF DEVELOPMENT CAPITAL INVESTMENTS BY INDUSTRY SEGMENT Industry Segment anufacturing M Technology and primary $ $ (In thousands) Regional or Services local and real and tourism estate funds $ $ Total $ 2010 Cost 859,021 Unrealized appreciation (depreciation) (279,397) 1,117,891 (119,456) 1,368,965 682,137 143,699 147,547 Fair value 579,624 998,435 1,512,664 829,684 Allocation of investments made by the regional or local funds 18,814 72,673 63,821 Funds committed but not disbursed1 508,889 116,837 113,623 (155,308) 82,519 4,028,014 (107,607) 3,920,407 – 821,868 Guarantees and suretyships2 11,985 8,431 21,500 41,916 Maximum risk 1,107,327 1,199,930 1,698,539 778,395 4,784,191 1,266,787 669,146 3,817,606 2009 Cost 887,644 994,029 Unrealized appreciation (depreciation) (350,325) (243,582) Fair value 537,319 750,447 Allocation of investments made by the regional or local funds 13,705 73,883 53,597 Funds committed but not disbursed1 561,650 364,965 182,382 (2,477) 1,264,310 132,032 801,178 (141,185) 100,494 (464,352) 3,353,254 – 1,209,491 Guarantees and suretyships2 11,278 1,986 21,500 34,764 Maximum risk 1,112,674 1,200,573 1,502,275 781,987 4,597,509 1. Funds committed but not disbursed have maturities and represent development capital investments that have already been agreed to and for which amounts have been committed by the Fund but have not been disbursed as at year-end. Commitments amounting to $193.5 million (2009: $193.2 million) are denominated in foreign currencies, mainly the U.S. dollar. 2. Under Section 17 of its Incorporation Act, when the Fund makes a development capital investment in the form of a guarantee or a suretyship, it must establish and maintain a reserve equal to at least 50% of the guarantee or suretyship amount for the term thereof. This reserve is established from Other investments. 60 FONDS DE SOLIDARITÉ FTQ | 2010 5. DEVELOPMENT CAPITAL INVESTMENTS (CONTINUED) The Fund granted guarantees and suretyships that do not generally include a specific maturity and that are irrevocable commitments by the Fund to make the payments of partner companies that cannot meet their obligations to third parties for an undiscounted total maximum amount and for the following purposes: (In thousands) Loans on real estate projects – with recourse Operating activities and operating lines of credit – without recourse 2010 $ 2009 $ 21,500 21,500 4,028 4,778 Operating activities and operating lines of credit – with recourse 16,388 8,486 41,916 34,764 As at May 31, 2010, the unrealized depreciation related to guarantees and suretyships amounts to $2.6 million (2009: no unrealized depreciation) and is presented under Accounts payable and other liabilities. As well, in the normal course of business, the Fund enters into various indemnification agreements, usually related to sales of development capital investments, for the representations and warrantees made as well as to the liability of the Fund’s directors, officers or representatives toward partner companies. The latter liability is covered, subject to certain conditions, by liability insurance. Due to the nature of these agreements, it is impossible to reasonably estimate the maximum amount that the Fund may have to pay to counterparties. In management’s opinion, it is highly unlikely that these commitments will result in material additional expenses, taking into consideration the provisions recorded. 6. OTHER INVESTMENTS The unaudited Relevé des autres investissements is available at the Fund’s head office, on its Website at www.fondsftq.com or at www.sedar.com. (In thousands) Shares and units Units of funds of hedge funds Bonds Money market instruments Derivative financial instruments 2010 Unrealized appreciation Cost (depreciation) $ $ Fair value $ 2009 Unrealized appreciation Cost (depreciation) $ $ Fair value $ 1,390,033 (101,870) 1,288,163 1,354,078 (163,394) 230,307 (9,813) 220,494 249,701 (27,986) 221,715 2,022,302 1,696,472 (58,355) 1,638,117 2,011,697 116,487 3,748,524 1,692 3,750,216 10,605 103 (100,975) 20,922 (80,053) 116,590 119,106 3,647,549 3,419,357 22,614 – 3,670,163 3,419,357 104 (249,631) 77,232 (172,399) 1,190,684 119,210 3,169,726 77,232 3,246,958 Other investments include securities denominated in foreign currencies with a fair value of $1,109.9 million (2009: $911.1 million), mainly including $636.3 million (2009: $512.5 million) in U.S. dollars, $167.7 million (2009: $160.8 million) in Euros and $135.8 million (2009: $106.2 million) in pounds sterling. FONDS DE SOLIDARITÉ FTQ | 2010 61 NOTES TO FINANCIAL STATEMENTS (CONTINUED) A S AT M AY 3 1 , 2 0 1 0 A N D 2 0 0 9 6. OTHER INVESTMENTS (CONTINUED) BREAKDOWN BY MATURITY BONDS Maturity (In thousands) Less than 1 year $ 1 to 5 years $ 5 to 10 years $ 10 to 20 years $ 20 to 30 years $ 30 years and more $ Total $ 2010 Fair value 74,752 818,245 519,571 160,384 357,869 91,481 2,022,302 Cost 75,684 825,837 507,745 156,387 349,633 96,411 2,011,697 Par value 73,979 801,934 499,854 150,853 331,605 93,669 1,951,894 Average effective rate 4.6% 3.0% 4.6% 5.2% 5.2% 4.1% 4.1% Average nominal rate 5.8% 4.1% 4.7% 5.5% 5.7% 4.3% 4.7% 2009 Fair value 138,403 498,161 415,060 135,416 391,248 59,829 1,638,117 Cost 148,156 503,271 425,517 139,201 408,867 71,460 1,696,472 Par value 144,266 494,671 417,726 132,213 374,985 69,343 1,633,204 Average effective rate 2.4% 4.5% 5.0% 5.8% 5.2% 4.3% 4.7% Average nominal rate 5.0% 5.0% 5.3% 6.3% 5.8% 4.4% 5.3% Less than 1 month $ 1 to 6 months $ 6 months and more $ Fair value 36,519 60,183 19,888 Average effective rate Fair value Average effective rate MONEY MARKET INSTRUMENTS Maturity (In thousands) Total $ 2010 0.4% 1.0% 116,590 0.7% 0.8% 2009 62 FONDS DE SOLIDARITÉ FTQ | 2010 79,276 0.9% 39,934 0.2% 119,210 0.7% 6. OTHER INVESTMENTS (CONTINUED) BREAKDOWN BY MATURITY (CONTINUED) DERIVATIVE FINANCIAL INSTRUMENTS1 Maturity (In thousands) Less than 1 month $ 1 to 6 months $ 6 months and more $ Total $ 2010 Fair value Stock option contracts Written call options Purchased put options 20 Written put options – Stock index option contracts Written put options (920) Purchase call options 348 348 Written call options (191) (191) Interest rate futures – (6,656) Foreign currency forward contracts (6,813) 157 (696) 1,030 (1,019) 1,050 (332) (332) (920) (3,666) 3,267 (1,898) – – (1,600) (1,600) 2,240 (1,598) (14,884) Purchases (3,548) Sales (5,165) Stock index futures Commodity futures Interest rate swaps (323) (15,526) (118) – – Notional amount Stock option contracts Written call options 727 11,462 12,189 Purchased put options 691 10,096 10,787 Written put options 380 8,355 8,735 Stock index option contracts Written put options 11,840 11,840 Purchase call options 5,022 5,022 Written call options 8,108 8,108 1,102,972 411,267 358,296 1,872,535 Interest rate futures Foreign currency forward contracts Purchases 589,954 44,691 634,645 Sales 845,027 599,803 1,444,830 30,082 Stock index futures 30,082 Commodity futures 641 641 Interest rate swaps 158,000 158,000 1. The net fair value of these derivative financial instruments is $-14.9 million (2009: $63.3 million). The fair value of instruments with positive values is $22.6 million (2009: $77.2 million) and is presented under Other investments, whereas those with negative values is $37.5 million (2009: $13.9 million) and is presented under Accounts payable and other liabilities. FONDS DE SOLIDARITÉ FTQ | 2010 63 NOTES TO FINANCIAL STATEMENTS (CONTINUED) A S AT M AY 3 1 , 2 0 1 0 A N D 2 0 0 9 6. OTHER INVESTMENTS (CONTINUED) BREAKDOWN BY MATURITY (CONTINUED) DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED) Maturity (In thousands) Less than 1 month $ 1 to 6 months $ (7) (360) 6 months and more $ Total $ (367) 2009 Fair value Bond option contracts Interest rate futures Foreign currency forward contracts Purchases Sales Written call options 150 (6,834) 72,243 – – (372) 880 150 (7,206) 73,123 (2,446) Interest rate swaps (2,446) 65,552 148 (2,446) 36,169 60,263 96,432 733,889 48,287 252,124 1,034,300 63,254 Notional amount Bond option contracts Interest rate futures Foreign currency forward contracts Purchases 709,696 5,761 715,457 Sales 1,027,907 690,418 1,718,325 Interest rate swaps 25,000 25,000 Shares and units $ Bonds $ Money market instruments $ Total $ Government and government agencies 1,325,708 9,290 1,334,998 Financial institutions 77,927 434,636 48,159 560,722 Technology 186,999 43,526 9,299 239,824 Manufacturing and primary 768,730 148,174 49,842 966,746 Services and tourism 475,001 70,258 545,259 Fair value 1,508,657 2,022,302 116,590 3,647,549 Funds committed but not disbursed2 36,321 36,321 Maximum risk 1,544,978 2,022,302 116,590 3,683,870 Government and government agencies 847,363 42,106 889,469 Financial institutions 211,386 474,445 27,117 712,948 Technology 162,959 58,351 221,310 Manufacturing and primary 670,966 177,747 49,987 898,700 Services and tourism 367,088 80,211 447,299 Fair value 1,412,399 1,638,117 119,210 3,169,726 Written call options BREAKDOWN OF FAIR VALUE BY INDUSTRY SEGMENT1 (In thousands) 2010 2009 Funds committed but not disbursed2 57,194 57,194 Maximum risk 1,469,593 1,638,117 119,210 3,226,920 1. This breakdown does not take into account changes in asset allocation resulting from derivative financial instruments. 2. Funds committed but not disbursed have maturities and represent other investments that have already been agreed to and for which amounts have been committed by the Fund but have not been disbursed as at year-end. These commitments are denominated in U.S. dollars. 64 FONDS DE SOLIDARITÉ FTQ | 2010 7. FAIR VALUE HIERARCHY Financial instruments measured at fair value are classified using a hierarchy that reflects the significance of the inputs used in making the measurements. This hierarchy has the following levels: Level 1: Fair value based on quoted market prices (unadjusted) observed on active markets for identical financial instruments. Level 2: Fair value based on quoted prices for similar financial instruments or based on valuation techniques for which all significant inputs are based on observable market information. Level 3: Fair value based on valuation techniques for which significant inputs are not based on observable market information. 2010 (In thousands) Level 1 $ 2 $ 3 $ Total $ Development capital investments Unsecured Listed shares and units 591,434 8,642 2,850 602,926 Unlisted shares and units 6,587 1,872,239 1,878,826 Loans, bonds and advances 250,892 1,157,432 1,408,324 Secured Loans, bonds and advances 30,331 30,331 591,434 266,121 3,062,852 3,920,407 Shares and units 1,224,600 63,563 1,288,163 Units of funds of hedge funds 220,494 220,494 Bonds 2,014,021 8,281 2,022,302 Money market instruments 116,590 116,590 Derivative financial instruments 348 22,266 22,614 1,224,948 2,152,877 292,338 3,670,163 1,816,382 2,418,998 3,355,190 7,590,570 Cash 8,536 (1,112) Other investments Derivative financial instruments 1,823,806 (36,386) 2,382,612 3,355,190 8,536 (37,498) 7,561,608 The following tables shows the reconciliation of Level 3 fair values from May 31, 2009 to May 31, 2010. DEVELOPMENT CAPITAL INVESTMENTS Shares and units (In thousands) Fair value as at May 31, 2009 Loans, bonds and advances Listed Unlisted Unsecured Secured $ $ $ $ $ 2,721,759 20,404 1,645,238 1,019,656 36,461 (14,743) (94,199) (13,674) (2,144) Change in unrealized appreciation or depreciation 101,606 50,415 57,419 Purchases 14,022 364,804 185,639 Sales and settlements (108,635) Transfers of financial instruments out of Level 3 (9,804) 2,850 1,872,239 1,157,432 30,331 Change in unrealized appreciation or depreciation of development capital investments held as at May 31, 2010 Total Realized losses Fair value as at May 31, 2010 (11,677) (94,019) (7,572) (91,608) 38,039 (124,760) (12,090) 197,350 19,070 583,535 (10,966) (305,228) (12,444) (9,804) 3,062,852 6,346 FONDS DE SOLIDARITÉ FTQ | 2010 65 NOTES TO FINANCIAL STATEMENTS (CONTINUED) A S AT M AY 3 1 , 2 0 1 0 A N D 2 0 0 9 7. FAIR VALUE HIERARCHY (CONTINUED) OTHER INVESTMENTS (In thousands) Shares and units $ Units of funds of hedge funds $ Bonds $ Total $ Fair value as at May 31, 2009 44,050 221,715 8,077 273,842 (1,951) (407) Change in unrealized appreciation or depreciation 1,285 Purchases 18,228 Sales and settlements (18,821) (1,023) Realized losses Fair value as at May 31, 2010 Change in unrealized appreciation or depreciation of other investments held as at May 31, 2010 18,173 1,378 1,634 (2,358) 21,092 19,606 (19,844) 63,563 220,494 8,281 292,338 1,285 18,173 1,634 21,092 For the year, the change in unrealized appreciation or depreciation of all financial instruments classified in Level 3 is $218.4 million (2009: $-184 million). The fair value is established based on reasonable assumptions that would be considered by parties to an arm’s length transaction. Certain assumptions may have a significant impact on fair value, including those used to determine characteristic cash flows and the level of risk and future growth rate associated with such cash flows considering economic conditions, the outlook for the relevant industry segment and conditions specific to the business entreprise. Since the assumptions used are highly interrelated, a sensitivity analysis that isolates the impact of only one of these variables on the private securities portfolio is not considered to fairly represent the sensitivity of the results. Despite this, management assessed the situation and determined that using possible alternative assumptions would not change significantly fair values. 8. SECURITIES LENDING As part of the securities lending program, the trustee receives, in exchange for the securities loaned, guarantees or assets equivalent to the minimum percentage prescribed by law or to a percentage that may vary according to best practices. As at May 31, 2010 and 2009, this percentage is between 102% and 105%, and the fair value of the securities loaned is $99 million (2009: $228 million). 9. ACCOUNTS RECEIVABLE AND OTHER ASSETS 2010 $ 2009 $ Accounts receivable relating to development capital investments and other investments sold 76,326 257,689 Accrued dividends and interest 71,513 62,571 288,510 122,509 (In thousands) Financial instruments related to securities sold under repurchase agreements Securities purchased under reverse repurchase agreements Other 66 FONDS DE SOLIDARITÉ FTQ | 2010 29,362 28,980 177,201 760,259 10. CAPITAL ASSETS Accumulated Cost amortization $ $ Net book value $ Buildings 70,048 13,951 56,097 Office furniture and equipment 16,979 14,919 2,060 Computer hardware and software 9,575 6,864 2,711 Information systems development 14,081 12,938 1,143 110,683 48,672 62,011 (In thousands) 2010 2009 Buildings 70,048 12,045 58,003 Office furniture and equipment 16,993 14,763 2,230 Computer hardware and software 8,466 5,938 2,528 Information systems development 13,170 11,972 1,198 108,677 44,718 63,959 The net book value of the portion of building held for rental amounts to $24.7 million (2009: $24.4 million). 11. AMOUNTS UNDER MANAGEMENT Amounts under management are repayable on demand and renewable monthly. They bear interest at a rate based on the rate of return of Other investments. Consequently, the fair value of these amounts under management from excess liquidities of regional and local funds and of certain specialized funds corresponds to their carrying amount. As at May 31, 2010 and 2009, the interest rate is 4.0%. 12. CREDIT FACILITIES As at May 31, 2010 and 2009, the Fund has credit facilities amounting to $80 million, bearing interest at prime rate and renewable annually. As at May 31, 2010 and 2009, these facilities are unused. 13. ACCOUNTS PAYABLE AND OTHER LIABILITIES 2010 $ 2009 $ Accounts payable relating to development capital investments and other investments purchased 49,871 183,640 Derivative financial instruments 37,498 13,977 Share redemptions payable 13,802 15,030 288,510 122,509 (In thousands) Securities sold under repurchase agreements Financial instruments related to securities purchased under reverse repurchase agreements Accrued expenses and other 82,998 79,244 184,169 702,910 FONDS DE SOLIDARITÉ FTQ | 2010 67 NOTES TO FINANCIAL STATEMENTS (CONTINUED) A S AT M AY 3 1 , 2 0 1 0 A N D 2 0 0 9 14. NET ASSETS SHARE CAPITAL Authorized CLASS A SHARES Unlimited number of Class A shares to be issued in Series 1 and 2, without par value, voting, redeemable and inalienable unless approved by a resolution of the Board of Directors. Class A shares, Series 1 and 2 can be exchanged for shares of another series and rank pari passu. However, Class A shares, Series 1 may be issued only to an individual requesting their transfer to a trustee under a registered retirement savings plan. CLASS G SHARES Unlimited number of Class G shares, without par value, non-voting, without dividends, non-transferable and non-redeemable. In the event of a dissolution, liquidation or any other distribution of the Fund’s assets in whole or in part, these shares entitle their holders the right to be reimbursed after all Class A and B shareholders have been reimbursed. CLASS B SHARES Unlimited number of Class B shares, without par value, non-voting, entitled to a preferential dividend at the rate determined by the Board of Directors. In the event of liquidation, the Class B shares rank prior to Class A and G shares. Subscribed Subscribed capital is money cashed but for which no Class A share can be issued in consideration thereof pursuant to the Fund’s purchase-by-agreement policy. These Class A shares will be issued at the time set out in such policy at the share price in effect at that date. Redemption terms The Fund is required to redeem shares in the circumstances set out in its Act or to redeem them by mutual agreement in exceptional situations provided under a policy for such purpose adopted by the Fund’s Board of Directors and approved by the Minister of Finance of Québec. The redemption price is determined semi-annually based on the value of the Fund. Contributed surplus Contributed surplus results from a reduction in issued and paid-up capital and the excess of the average value of share capital over the redemption price. Transfers During the year, the Board of Directors approved an increase in the issued and paid-up capital on Class A shares, Series 1 of $85 million through a transfer from retained earnings (2009: $180 million). As at May 31, 2010, the Fund had transferred a cumulative amount of $1,517 million from retained earnings to share capital. During the year ended May 31, 2009, the Board of Directors approved a resolution to reduce the issued and paid-up capital on Class A shares, Series 1 by $1 billion through a transfer to contributed surplus. Afterwards, an amount of $126.6 million was transferred from contributed surplus to eliminate the realized deficit as at May 31, 2009. On May 31, 2010, the holders of Class G shares, namely the Fédération des travailleurs et travailleuses du Québec (FTQ) and the Minister of Finance of Québec, waived the right to receive any distribution or return of capital attached to their shares. Accordingly, the issued and paid-up capital on Class G shares was reduced by $20.1 million through a transfer to contributed surplus. In consideration, the Fund will submit, at the shareholders’ meeting to be held on October 2, 2010, a resolution providing for the cancellation of Class G shares in exchange for equivalent unsecured debentures. 68 FONDS DE SOLIDARITÉ FTQ | 2010 14. NET ASSETS (CONTINUED) NET ASSETS BY SHARE CLASS AND SERIES Class A Series 1 (In thousands) Class G Subscribed Total Series 2 Number $ Number $ Number and $ $ $ 288,407 6,281,708 3,326 72,445 20,125 443 6,374,721 28,725 649,311 485 10,774 660,085 2010 Net assets at beginning of year Share issues Net change in share subscriptions Share redemptions (14,719) (334,512) (273) (6,200) (1) (1) (340,712) 600,259 Net earnings 593,162 7,097 Transfer 19,892 233 (20,125) – 302,413 7,209,561 3,538 84,349 – 442 7,294,352 286,384 7,172,596 3,666 91,816 20,125 377 7,284,914 28,022 645,093 435 10,231 655,324 66 Net assets at end of year 2009 Net assets at beginning of year Share issues Net change in share subscriptions Share redemptions Net loss Net assets at end of year (25,999) 288,407 (627,609) (908,372) 6,281,708 (775) 3,326 (18,993) (10,609) 72,445 20,125 443 66 (646,602) (918,981) 6,374,721 15. CONTINGENCIES In the normal course of business, the Fund is party to claims and litigations. The Fund records provisions for such contingencies when necessary. Management believes that the contingent liabilities, net of the provisions recorded, would not have a material adverse effect on the Fund’s financial position. 16. REVENUES Interest totalling $14.4 million (2009: $15.5 million) on amounts under management is recorded against Interest and is capitalized to Amounts under management. FONDS DE SOLIDARITÉ FTQ | 2010 69 NOTES TO FINANCIAL STATEMENTS (CONTINUED) A S AT M AY 3 1 , 2 0 1 0 A N D 2 0 0 9 17. EXPENSES 2010 $ 2009 $ Salaries and benefits 65,770 66,436 Occupancy expenses and rent 11,104 11,102 Advertising and information 12,791 8,734 Management fees 7,271 8,067 Professional fees 8,933 7,485 Travel and entertainment 2,988 2,950 Stationery and office supplies 2,886 2,650 Shareholder reporting costs 2,500 2,600 (In thousands) Custodial fees and trustee’s fees 904 892 Fees and other income (5,786) (4,386) Rental income (3,853) (3,765) 5,314 3,135 Capital tax Amortization of information systems development Amortization of other capital assets 966 444 3,501 3,454 115,289 109,798 18. INCOME TAXES For purposes of the Income Tax Act (Canada), the Fund is subject to the rules applicable to mutual fund corporations. As such, the Fund can receive a refund of the income taxes paid on its capital gains by redeeming its shares or by increasing its issued and paid-up share capital through a transfer from retained earnings. Since these income taxes are refundable and that, in management’s opinion, the issued and paid-up share capital will be increased sufficiently to recover them, these income taxes are not presented in the Statement of Operations, but are included in Accounts receivable and other assets. The balance of these income taxes is $6.5 million as at May 31, 2010 (2009: $7.2 million). The Fund, as a private company, can receive a refund of a portion of the income taxes paid on its investment income through the refundable dividend tax on hand (RDTOH). The RDTOH is recoverable by increasing the issued and paid-up share capital through a transfer from retained earnings. These income taxes of $26.4 million (2009: $32.8 million) were entirely applied against income taxes payable following a transfer approved by the Board of Directors during the year in order to recover these taxes. Under the Taxation Act (Québec), the Fund is an open-ended investment company. As such, the Fund can, in calculating its Québec taxes, deduct taxable capital gains from its taxable income. Consequently, capital gains realized by the Fund are not subject to taxes in Québec. 70 FONDS DE SOLIDARITÉ FTQ | 2010 18. INCOME TAXES (CONTINUED) Income taxes on net investment income before income taxes are detailed as follows: (In thousands) Current Future 2010 $ 2009 $ 21,383 14,751 423 (3,001) 21,806 11,750 The above income taxes are different from the amounts that would be obtained by applying the combined basic tax rate (federal and provincial) to net investment income before income taxes. The difference is explained as follows: 2010 $ (In thousands) Income taxes based on combined income tax rate of 46.6% (2009: 46.3%) 49,710 Non-taxable dividends Refundable dividend tax on hand (12,822) (26,356) (32,761) 21,806 59,772 (8,213) 6,665 Other items 2009 $ (2,439) 11,750 Items giving rise to future income taxes are as follows: (In thousands) Development capital investments Capital assets and other $ $ Total $ 2010 1,019 685 776 52 828 Future income tax assets 464 505 969 Future income tax liabilities 344 345 689 Future income tax assets Future income tax liabilities (334) 2009 FONDS DE SOLIDARITÉ FTQ | 2010 71 NOTES TO FINANCIAL STATEMENTS (CONTINUED) A S AT M AY 3 1 , 2 0 1 0 A N D 2 0 0 9 19. EMPLOYEE FUTURE BENEFITS On January 1, 2001, the Fund implemented funded and unfunded defined benefit pension plans, which guarantee pension benefits to most of its employees. Pension benefits under these plans are based on years of service and average annual salary, which represents the average annual salary over the period of 36 months of consecutive service which results in the highest average. Also, since July 1, 2003, the Fund has had an optional personal insurance plan for retired employees. The accrued benefit obligation of these plans as determined by independent actuaries and the fair value of plan assets are as at March 31, 2010. The most recent actuarial valuation of the pension plans for funding and solvency purposes was as of December 31, 2009 and the next valuation will take place as of December 31, 2010. Information about the plans is as follows: (In thousands) 2010 Pension plans $ Insurance plan $ Pension plans $ 2009 Insurance plan $ Accrued benefit obligation Balance at beginning of year 65,000 1,194 71,158 1,373 Current service cost 9,246 58 10,896 83 Interest cost 5,098 87 4,194 76 Benefits paid (1,101) (13) (1,902) (9) Actuarial loss (gain) 23,946 353 (19,346) (329) Balance at end of year 102,189 1,679 65,000 1,194 Balance at beginning of year 52,978 – 55,329 – Fund contributions 4,864 13 4,738 9 Employee contributions 4,445 4,911 Benefits paid Actual return on plan assets 12,932 Balance at end of year 74,118 – Plan assets (1,101) (13) (1,902) (9) (10,098) 52,978 – Reconciliation of accrued benefit obligation and plan assets Funded status – deficit (28,071) (1,679) (12,022) Unamortized net actuarial loss 16,671 480 2,126 Unamortized past service cost (gain) 708 (218) 47 (257) (1,417) (9,849) (1,324) 2010 % 2009 % Equity mutual funds 62.3 61.4 Bond mutual funds 37.2 37.9 Accrued benefit liabilities (10,692) (1,194) 127 These accrued benefit liabilities are presented under Accounts payable and other liabilities. ADDITIONAL INFORMATION ABOUT PLAN ASSETS Funded plan assets are held in trust and their breakdown is as follows: Cash and other 72 FONDS DE SOLIDARITÉ FTQ | 2010 0.5 0.7 100.0 100.0 19. EMPLOYEE FUTURE BENEFITS (CONTINUED) ADDITIONAL INFORMATION ABOUT PLAN ASSETS (CONTINUED) Costs recognized in the year were as follows: (In thousands) 2010 Pension plans $ 2009 Insurance plan $ Pension plans $ Insurance plan $ Current service cost, net of employee contributions 3,967 58 5,985 83 Interest cost 5,098 87 4,194 76 Actual return on plan assets (12,932) Actuarial loss (gain) 23,946 353 10,098 (19,346) Cost before adjustments to recognize the long-term nature of employee future benefits 20,079 498 931 Difference between actual and expected return on plan assets 9,364 (13,798) Difference between actuarial loss or gain recognized and actual actuarial loss or gain on accrued benefit obligation (23,909) Difference between amortization of past service cost or gain and actual plan amendments 173 (39) 7 Costs recognized in the year 5,707 106 6,603 (353) (329) (170) 19,463 356 (40) 146 Cash payments for employee future benefits, which comprise contributions made by the Fund to these funded pension plans and amounts paid directly to members under unfunded plans totalled $4.9 million (2009: $4.7 million). SIGNIFICANT ACTUARIAL ASSUMPTIONS The significant actuarial assumptions used to determine the accrued benefit obligation and the costs recognized for the plans are as follows: 2010 Pension % Insurance % Discount rate 5.25 Rate of compensation increase 3.50 2009 Plans Pension % Insurance % 5.25 7.00 7.00 3.50 Accrued benefit obligation Rate at end of year Accrued benefit costs recognized Rate at end of previous year Discount rate 7.00 7.00 5.25 Expected rate of return on plan assets 6.25 6.25 Rate of compensation increase 3.50 3.50 5.25 The Fund set the maximum annual insurance premium it will assume per retiree and does not expect any increases in the future. FONDS DE SOLIDARITÉ FTQ | 2010 73 NOTES TO FINANCIAL STATEMENTS (CONTINUED) A S AT M AY 3 1 , 2 0 1 0 A N D 2 0 0 9 20. RELATED PARTY TRANSACTIONS In the normal course of business, the Fund conducts transactions with related companies that are either controlled by the Fund or subject to significant influence by the Fund. Many of the development capital investments are of such an amount and nature that the investee is considered a related company. These transactions consist predominantly of interest and dividend revenues on investments and certain expenses, in particular premiums paid under insurance plans. The Fund, of which a majority of directors are elected by the FTQ, paid $1.5 million to the QFL for the year ended May 31, 2010 (2009: $1.4 million) under a protocol and agreements that call for compensation to be paid for services rendered in respect of economic training, social audits, shareholder development, and support and guidance of certain activities. These transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. The Fund incorporated the Fondation de la formation économique du Fonds de solidarité des travailleurs du Québec (F.T.Q.) (the “Fondation”) under Part III of the Québec Companies Act and appoints the members of the Fondation’s Board of Directors. The Fund granted a loan of $5 million to the Fondation at a variable, contingent interest rate, with a fair value of $3.2 million (2009: $2.8 million). The Fund granted non-interest bearing loans of $20 million with a fair value of $12.7 million (2009: $11.7 million) to the Fonds étudiants solidarité travail du Québec (FESTQ), which are considered related to the Fund because the Fund appoints some of their directors together with the Government of Québec. These loans are presented in the Balance Sheet under Accounts receivable and other assets. 21. RISK MANAGEMENT Risks arising from financial instruments are discussed in the “Risk management” section of the Management Discussion and Analysis for the year ended May 31, 2010. This section forms an integral part of the audited Financial Statements. The Management Discussion and Analysis for the year ended May 31, 2010 is available at the Fund’s head office, on its Website at www.fondsftq.com or at www.sedar.com. 22. COMPARATIVE FIGURES Certain prior year figures have been reclassified to be comparable with those of the current year. 23. ADDITIONAL INFORMATION The audited Statement of Development Capital Investments, at Cost is presented on pages 75 to 82. The unaudited Index of the Share of the Fund in Investments Made by the Specialized Funds, at Cost is presented on pages 83 to 97. These documents, as well as the unaudited Relevé des autres investissements, are available at the Fund’s head office, on its Website at www.fondsftq.com or at www.sedar.com. 74 FONDS DE SOLIDARITÉ FTQ | 2010 STATEMENT OF DEVELOPMENT CAPITAL INVESTMENTS AT COST Auditors’ report To the Directors of the Fonds de solidarité des travailleurs du Québec (F.T.Q.) We have audited the statement of development capital investments at cost of the Fonds de solidarité des travailleurs du Québec (F.T.Q.) as at May 31, 2010. This financial information is the responsibility of the management of the Fonds de solidarité des travailleurs du Québec (F.T.Q.). Our responsibility is to express an opinion on this financial information based on our audit. We conducted our audit in accordance with Canadian Generally Accepted Auditing Standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial information is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial information. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial information. In our opinion, this statement presents fairly, in all material respects, the development capital investments at cost of the Fonds de solidarité des travailleurs du Québec (F.T.Q.) as at May 31, 2010 in accordance with Canadian Generally Accepted Accounting Principles. 1 1 Chartered accountant auditor permit no. 10881 Montréal, June 23, 2010 FONDS DE SOLIDARITÉ FTQ | 2010 75 STATEMENT OF DEVELOPMENT CAPITAL INVESTMENTS AT COST AS AT MAY 31, 2010 (In thousands $) Investments Unsecured Year of Initial Investment Industry Segment Secured Total Listed Unlisted Loans, Loans, Shares Shares Bonds and Bonds and and Units and Units Advances Advances 1,338 Guarantees and Suretyships 1988 Fonds de développement emploi-Montréal inc. F TransForce inc. S 18,421 1,338 18,421 1989 Entreprises publiques québécoises à faible capitalisation TI/M/P/S 276,847 1990 Bestar inc. M 1,499 Transat A.T. inc. S 37,147 1991 B.M.B. (Îles-de-la-Madeleine) inc. S 750 750 R 28,975 28,975 • Fonds immobilier de solidarité FTQ I, s.e.c. • Fonds locaux de solidarité FTQ, s.e.c. F 1992 Polycor inc. P 1993 European Medical Ventures Fund S.C.A. TI 68 • Fonds immobilier de solidarité FTQ II, s.e.c. R 25,000 1,106 38,000 Groupe Robert inc. S 21,940 Le Devoir inc. S 1,315 SSQ, Société d’assurance-vie inc. S 29,413 2,605 37,147 10,993 276,847 38,000 10,993 68 25,000 5,000 26,940 1,315 36,100 65,513 1994 Corporation Financière Brome inc. S 1,591 3,176 Groupe Pierre Belvédère inc. S 312 1,350 Labopharm inc. TI 4,284 4,284 1995 Château M.T. inc. S 3,000 3,000 • Fonds régional de solidarité Abitibi-Témiscamingue, F 13,105 13,105 • Fonds régional de solidarité Côte-Nord, F 12,985 12,985 • Fonds régional de solidarité Estrie, F 20,114 20,114 • Fonds régional de solidarité Île-de-Montréal, F 25,090 25,090 • Fonds régional de solidarité Lanaudière, F 12,587 12,587 • Fonds régional de solidarité Laurentides, F 21,532 21,532 • Fonds régional de solidarité Laval, F 21,524 21,524 • Fonds régional de solidarité Mauricie, F 12,708 12,708 MethylGene inc. TI 16,651 16,651 Mines Virginia inc. P 2,245 2,245 Société en commandite de placements en logiciel Télésystème TI 1,086 1,086 1996 • Fonds d’investissement de la culture S 20,000 20,000 • Fonds régional de solidarité Bas-Saint-Laurent, F 13,160 13,160 • Fonds régional de solidarité Chaudière-Appalaches, F 15,574 15,574 • Fonds régional de solidarité F 12,573 12,573 • Fonds régional de solidarité Montérégie, F 18,478 18,478 • Fonds régional de solidarité Outaouais, F 30,478 30,478 • Fonds régional de solidarité Québec, F 24,976 24,976 76 société en commandite société en commandite société en commandite société en commandite société en commandite société en commandite société en commandite société en commandite et des communications, société en commandite société en commandite société en commandite Gaspésie–Îles-de-la-Madeleine, société en commandite société en commandite société en commandite société en commandite FONDS DE SOLIDARITÉ FTQ | 2010 4,767 1,662 Investments Unsecured Year of Initial Investment Industry Segment Secured Total Listed Unlisted Loans, Loans, Shares Shares Bonds and Bonds and and Units and Units Advances Advances 1996 • Fonds régional de solidarité Saguenay–Lac-Saint-Jean, société en commandite F GBO inc. M 24,336 Gestion Renaud-Bray inc. S 1 Groupe Solmax inc. M 3,800 24,971 Guarantees and Suretyships 24,971 24,336 1 3,800 Mines Richmont inc. P 893 893 Roctest ltée M 4,124 4,124 284 6,439 52 1,761 12,000 Stageline Scène Mobile inc. M 1997 Fonds de capital de risque GeneChem Technologies, s.e.c. TI 6,439 Fonds d’investissement de Montréal (F.I.M.), société en commandite R 1,709 • Fonds régional de solidarité Nord-du-Québec, GSM Capital Limited Partnership TI 948 Les Mines McWatters inc. P 3,444 société en commandite F 284 12,000 948 3,444 Mines Aurizon Ltd P 206 206 Oxford Bioscience Partners II L.P. TI 1,336 1,336 10,750 10,750 Société de gestion GLRD inc. R Société en commandite de Montmorency-Laval R 1998 3539491 Canada inc. (ADF Industries Lourdes) M Cap sur mer inc. M 528 Corporation d’exploitation minière Globestar P 309 Exploration Azimut inc. P 197 • Fonds régional de solidarité Centre-du-Québec, société en commandite F 9,616 Malaga inc. P 21 21 Niocan inc. P 339 339 Société en commandite Manoir Richelieu S 44,929 1,254 Tranzyme Pharma inc. TI 7,532 551 TSO3 inc. TI 8,561 1999 A. & R. Belley inc. S Advitech inc. TI 2,316 Æterna Zentaris inc. TI 6,962 Corporation minière Osisko P 9,864 TI 390 Harmonium International inc. La Financière des entreprises culturelles (FIDEC), société en commandite S 4,000 Le Groupe Cambium inc. M Minéraux Maudore ltée P 45 2000 ARGO II: The Wireless-Internet Fund – Limited Partnership TI Atrium Innovations inc. TI • Fonds de développement des exportations Fodex, société en commandite S Fonds de revenu Hélicoptères Canadiens S 26,423 Genopole 1er Jour S.A. TI 136 Groupe Riotel Hospitalité inc. S 405 GTI V, société en commandite TI 8,059 Marketing Léger inc. S 1,000 Ressources Majescor inc. P 368 1,705 309 497 9,616 361 20,000 753 2,316 6,962 29,864 390 4,000 311 8,083 8,561 46,183 311 45 11,783 11,783 13,407 51,176 37,769 963 1,177 300 392 963 16,003 16,003 26,423 79 1,130 136 484 8,059 2,130 368 FONDS DE SOLIDARITÉ FTQ | 2010 77 STATEMENT OF DEVELOPMENT CAPITAL INVESTMENTS AT COST (CONTINUED) AS AT MAY 31, 2010 (In thousands $) Investments Unsecured Year of Initial Investment Industry Segment Secured Total Listed Unlisted Loans, Loans, Shares Shares Bonds and Bonds and and Units and Units Advances Advances 2000 Ressources Strateco inc. P 15 Simard-Beaudry Construction inc. S Société en commandite GeneChem Thérapeutique TI 10,479 Yamana Gold inc. P 351 2001 Aégera Thérapeutique inc. TI 5,120 • Fonds Bio-Innovation, société en commandite TI 19,416 Investissement Premières Nations du Québec, société en commandite F 2,000 Kruger Wayagamack inc. M Multiple Capital Fonds II, s.e.c. TI Novacap II, société en commandite S 39,125 Guarantees and Suretyships 15 39,125 10,479 351 5,120 19,416 2,000 12,136 12,136 8,534 8,534 14,470 14,470 Partenaires MidCap S 495 495 SBV Venture Partners L.P. TI 5,133 5,133 • SIDEX, société en commandite P 15,000 15,000 T²C²/Bio2000, société en commandite TI 9,229 9,229 Venture Coaches Fund LP TI 2,569 2002 BioAxone Thérapeutique inc. TI 3,000 1,321 FinTaxi, s.e.c. S 7,800 31,200 • Fonds immobilier de solidarité FTQ inc. R Investissements BioCapital, société en commandite TI Junex inc. • Lumira Capital I Québec société en commandite TI 16,548 Produits Intégrés Avior inc. M 1,250 787 Thermetco inc. M 1,800 642 Vimac Early Stage Fund L.P. TI 9,659 9,659 2003 Enobia Pharma Corp. TI 15,266 15,266 Le Fonds Entrepia Nord, s.e.c. TI 7,808 7,808 Mines de la Vallée de l’or ltée P 217 217 Ressources Plexmar inc. P 126 126 Stella-Jones inc. M 9,155 70,498 P 1 247,109 304 644 Tranzyme, inc. TI 1 Vimac Milestone Medica Fund North L.P. TI 4,435 2,569 4,321 39,000 247,110 644 304 61,343 16,548 2,037 2,442 1 4,435 2004 4262280 Canada inc. (Transat A.T.) S 4,647 4,647 9143-4423 Québec inc. (Gestion MSBI) TI 154 154 Advantech technique de pointe pour faisceaux hertziens inc. TI Alexis Minerals Corporation P 169 Bois BSL inc. M Fonds Brightspark II, s.e.c. TI Fonds d’investissement MSBI, société en commandite Groupe Plafolift inc. Le Groupe Blue Mountain Wallcoverings inc. M Manac inc. M Matamec Explorations inc. P 92 Octasic inc. TI 14,832 4,000 300 469 1,617 1,617 7,115 TI 8,210 M 167 11,000 12,000 8,523 16,152 1,741 18,832 7,115 8,210 500 667 1,255 24,255 24,675 7,340 5,599 92 Sciences de la vie Bioniche inc. TI 9,000 9,000 Trencap s.e.c. S 132,250 132,250 Vimac ESF Annex Fund L.P. TI 1,030 1,030 78 FONDS DE SOLIDARITÉ FTQ | 2010 Investments Unsecured Year of Initial Investment Industry Segment Secured Total Listed Unlisted Loans, Loans, Shares Shares Bonds and Bonds and and Units and Units Advances Advances Guarantees and Suretyships 2005 9053-2698 Québec inc. M 1 A.M. Pappas Life Science Ventures III, LP TI 8,603 8,603 Addenda Capital inc. S 71,331 71,331 Air Data inc. M 5,500 2,036 Allianz Madvac inc. M 1,200 7,800 Camoplast inc. M 32,951 Château Bonne Entente inc. S 3,200 331 F 16,448 16,448 • FIER Partenaires, société en commandite • Fonds d’opportunités canadiennes HRS, s.e.c. S 40,000 40,000 Groupe C.N.P. inc. M 1,000 1,000 Groupe Canatal inc. M 2,800 2,800 Média Groupe inc. S 1,104 3,104 Metro inc. S 94,934 94,934 ProQuest Investments III, L.P. TI 5,105 5,105 RHO Fund Investors 2005, L.P. TI 4,588 SAIL Plein Air inc. S 1,000 3,842 4,842 2006 2023671 Ontario inc. (Acier Pointe-Claire) M 3,375 3,375 6569293 Canada inc. (Maison des Futailles) M 13,482 10,000 9166-1165 Québec inc. (Maison des Futailles) M 1 1 9178-6590 Québec inc. (Excavation René-St-Pierre) S 25 25 BioSyntech, inc. TI 4,236 Boutique Linen Chest (Phase II) inc. S Capital Financière Agricole inc. S 2,366 Capital St-Laurent, s.e.c. TI 9,302 Corporation développement Knowlton inc. M 9,249 13,873 2,000 4,655 28,000 32,951 3,531 4,588 23,482 8,891 2,933 2,366 9,302 100,000 23,122 Corporation Financière L’Excellence ltée S Coveo Solutions inc. TI 3,500 3,500 Emerald Cleantech Fund II L.P. TI 4,594 4,594 Entreprises SMD ltée S 3,500 1,040 4,540 Équipements Comact inc. M 500 2,050 2,550 Éthanol Greenfield inc. M 60,000 60,000 Excavation René St-Pierre inc. S 5,000 5,000 Exploration Dios inc. P 184 FCPR Aerofund S 100,000 184 10,202 10,202 7,200 Fiducie du Chantier de l’économie sociale S 7,200 Fonds CTI sciences de la vie, s.e.c. TI 9,200 9,200 Fonds ID s.e.c. TI 7,800 7,800 Fonds Propulsion III s.e.c. TI 6,106 Gestion Rivière du Diable inc. S 2,700 2,700 5,400 Groupe CVTech inc. S 19,985 12,363 32,348 Groupe environnemental Labrie inc. M 10,550 9,722 20,272 J.L. Albright IV Venture Fund L.P. TI 2,998 2,998 Lab Recherche inc. TI 22,718 22,718 Métal Perreault inc. M 300 Promobois G.D.S. inc. M 6,106 110 774 1,248 1,248 11,800 14,053 Ressources Cartier inc. P 420 Rho Canada Capital de Risque, s.e.c. TI 11,800 Soccrent 2006, société en commandite F 8,653 364 5,400 2,778 7,536 19,000 2,933 1 420 FONDS DE SOLIDARITÉ FTQ | 2010 79 STATEMENT OF DEVELOPMENT CAPITAL INVESTMENTS AT COST (CONTINUED) AS AT MAY 31, 2010 (In thousands $) Investments Unsecured Year of Initial Investment Industry Segment Secured Total Listed Unlisted Loans, Loans, Shares Shares Bonds and Bonds and and Units and Units Advances Advances 2006 Société en commandite AgeChem TI 9,000 Sonaca S.A. M VantagePoint Venture Partners 2006 (Q), L.P. TI 2007 6705341 Canada inc. (North Country Slate) P 9184-7376 Québec inc. (Planchers Ancestral) M Bois Nobles Ka’N’Enda ltée M Camoguid Évolution inc. M Envivio inc. TI 9,676 5,950 9,000 5,950 100 Guarantees and Suretyships 9,676 1,308 600 300 998 1,731 5,098 1,308 100 1,400 2,300 2,729 5,098 Exploration Midland inc. P 436 436 Fonds d’acquisition de Montréal, société en commandite R 5,000 5,000 Fonds d’investissement de Montréal (F.I.M.) II, société en commandite R 980 980 Fonds d’investissement iNovia II, société en commandite TI 1,989 1,989 Gemin X Pharmaceuticals, inc. TI 6,033 6,033 GO Capital s.e.c. TI 765 765 Groupe Bikini Village inc. S 3,675 3,675 Investissement (12348) s.e.n.c. (Cellfish Media) TI 11,785 11,785 Investissements Astra inc. S 1,500 1,495 Les Industries Spectra Premium inc. M 10,000 9,171 75,000 2,995 19,171 LJVH Holdings inc. M MMV Financial inc. S 5,685 27,873 33,558 Nexsan Corporation TI 8,687 3,880 12,567 Novacap Industries III, s.e.c. M 7,033 7,033 Novacap Technologies III, s.e.c. TI 5,429 5,429 Partenaires Médias Remstar, s.e.c. S 2,000 2,000 ProQuest Investments IV, L.P. TI 4,880 4,880 Québec-Alberta Construction, s.e.c. S 7,612 7,612 Salerno pellicule et sacs de plastique (Canada) inc. M 1,060 5,963 • Société de gestion d’actifs forestiers Solifor, société en commandite P 150,000 Stedfast inc. M 1,125 Thallion pharmaceutiques inc. TI 8,275 Vertex III (C.I.) Fund, L.P. TI 8,741 Victhom Bionique Humaine inc. TI 5,005 150,000 2008 147755 Canada inc. (Groupe B.M.R.) S 9185-1337 Québec inc. (Groupe Benoît) M Administration LVER inc. S Alimentation Coop Port-Cartier S • BDR Capital s.e.c. TI 2,750 9,000 242 Cogeco Câble inc. TI M Donner Metals Ltd P 185 Exploration NQ inc. P 107 Fonds soutien Montréal parallèle, s.e.c. TI 2,000 Gestion TFI, société en commandite S M Groupe AGF inc. M Groupe GDG Environnement ltée S 80 FONDS DE SOLIDARITÉ FTQ | 2010 6,000 2,500 6,600 185 232 2,000 100,000 25,000 242 107,770 125 19,100 100,000 100,000 1,200 32,061 100,000 5,400 8,741 5,005 9,000 Dalkotech inc. GLV inc. 107,770 8,275 3,300 1,250 2,175 75,000 19,100 1,500 4,903 57,061 383 2,883 6,000 2,250 Investments Unsecured Year of Initial Investment Industry Segment Secured Total Listed Unlisted Loans, Loans, Shares Shares Bonds and Bonds and and Units and Units Advances Advances 2008 Groupe Gecko Alliance inc. TI Groupe GFI Solutions inc. TI 7,000 HR Stratégies inc. S 100 Mango Industrie du cuivre inc. M 600 9,443 MBI Acquisition Corp. S 20,070 31,000 Guarantees and Suretyships 7,000 31,000 100 10,043 Ontario Venture Capital Fund LP TI 91 91 Ressources Breakwater ltée P 170 170 Rho Ventures VI L.P. TI 6,008 Sonaca NMF Canada inc. M Transport C.D.P. inc. S Trimag, s.e.c. M VantagePoint Cleantech Partners II, L.P. TI 2009 5N Plus inc. M 4,166 1,840 6,008 5,000 5,000 2,660 250 4,750 5,205 5,205 7,254 7,254 4,166 7244444 Canada inc. (Précibois) M 360 A.M. Pappas Life Science Ventures IV, LP TI 4,873 ADS inc. M 3,600 5,400 Axtel SARL S Champlain Capital Partners, L.P. S Corporation Nuvolt inc. M CT-Paiement inc. TI 3,000 Équipements vétérinaires Matvet inc. S 1,180 638 FCPR Aerofund II S 4,911 4,911 Fonds Cycle Capital I, s.e.c. S 6,890 6,890 Fonds d’acquisition québécois, société en commandite S 5,000 5,000 Fonds Élan d’entreprises, société en commandite S 1 1 • Fonds Envol, société en commandite 1,327 1,327 S 9,215 360 4,873 9,000 811 240 811 9,215 240 3,000 1,818 Forum 5 inc. S 8,250 8,250 Gestion hôtelière REVPAR inc. S 1,094 1,094 Gestion Juste pour Rire inc. S 3,750 3,750 Groupe Bermex inc. M 1,250 1,250 Groupe Smardt Refroidisseurs inc. M 10,000 10,000 Intercâble ICH inc. S 1,400 L’Aréna des Canadiens inc. S Les Viandes Laroche inc. M 2,000 Meca Dev s.a.s. M 16,227 Medicago inc. TI 1,519 Premier Tech ltée P Sécurité Kolossal inc. S Shermag inc. M Société d’exploration minière Vior inc. P 6 Société en commandite Groupe CH S Teraxion inc. S Transcontinental inc. • VC, société en commandite M TI S Yellow Média inc. 6,954 10,000 10,000 2,000 23,181 1,519 1,188 4,000 100 40,000 1,189 106 40,000 5,500 5,500 100,000 50,000 222 4,000 40,000 8,387 300 1,400 40,000 1 6,957 20,070 7,909 100,000 8,387 50,000 FONDS DE SOLIDARITÉ FTQ | 2010 81 STATEMENT OF DEVELOPMENT CAPITAL INVESTMENTS AT COST (CONTINUED) AS AT MAY 31, 2010 (In thousands $) Investments Unsecured Year of Initial Investment Industry Segment Secured Total Listed Unlisted Loans, Loans, Shares Shares Bonds and Bonds and and Units and Units Advances Advances Guarantees and Suretyships 2010 4550358 Canada inc. (Saladexpress) M 8,525 8,525 9220-2324 Québec inc. (Groupe C.N.P.) M 2,500 2,500 Foliot Management inc. M 5,500 5,500 Fortress Paper Ltd M 15,000 Glendyne inc. P Les Diamants Stornoway (Canada) inc. P 300 Les Métaux Focus inc. P 200 Scierie Dion & Fils inc. M Xmet inc. 13 general partners of limited partnerships Total P S 15,000 700 700 300 1 150 2,500 592,198 1,904,449 1,485,819 200 2,500 150 1 45,548 4,028,014 41,916 • The list of investments made by these specialty funds is shown in the unaudited Index of the share of the Fund in investments made by the specialized funds, at cost. This statement of development capital investments at a total cost of $4,028,014,000 itemizes by company the amounts invested by the Fonds de solidarité des travailleurs du Québec (F.T.Q.). This amount appears in Note 5 to the financial statements as at May 31, 2010. In addition, this statement presents a list of the guarantees and suretyships granted by the Fund. Industry segment legend F: Regional or local funds R: Real estate M:Manufacturing P: Primary S: Services/tourism TI:Technology investments 82 FONDS DE SOLIDARITÉ FTQ | 2010 INDEX OF THE SHARE OF THE FUND IN INVESTMENTS MADE BY THE SPECIALIZED FUNDS, AT COST (UNAUDITED) AS AT MAY 31, 2010 (In thousands) Information from Annual Financial Report dated Shares Loans and and Units Advances $ $ Total $ 05-31-09 BDR Capital s.e.c. Accedian Networks Corporation Bluestreak Network inc. Coradiant (Canada) inc. Coradiant inc. Corporation DataCom Wireless Énergie Afina inc. Enerkem inc. Hexago inc. Irphotonique inc. Les Réseaux Accedian inc. Logiciel Iscopia Holding inc. Logiciel Iscopia inc. LxDonnées inc. Microbridge Technologies Corp. Nanogestion inc. Omni-Med.com inc. Provance Technologies inc. Réseaux Trellia inc. SolaCom Technologies inc. Technologie Bluestreak (Canada) inc. Technologies Microbridge Canada inc. TelcoBridges inc. Wavesat inc. 49,313 19,306 68,619 13,009 12-31-09 FIER Partenaires, société en commandite AgeChem Venture Fund, L.P. Capital St-Laurent, s.e.c. Fonds Brightspark II, s.e.c. Fonds CTI sciences de la vie, s.e.c. Fonds d’investissement iNovia II, société en commandite Fonds Propulsion III, s.e.c. GO capital, s.e.c. Novacap Industries III, s.e.c. Novacap Technologies III, s.e.c. Rho Canada Capital de Risque, s.e.c. 13,009 Funds committed but not disbursed 24,174 37,183 03-31-10 Fonds Bio-Innovation, société en commandite Securities of ten companies Funds committed but not disbursed 2,700 12,236 7,455 2,081 9,536 FONDS DE SOLIDARITÉ FTQ | 2010 83 INDEX OF THE SHARE OF THE FUND IN INVESTMENTS MADE BY THE SPECIALIZED FUNDS, AT COST (UNAUDITED) (CONTINUED) AS AT MAY 31, 2010 (In thousands) Information from Annual Financial Report dated Shares Loans and and Units Advances $ $ Total $ 12-31-09 Fonds de développement des exportations FODEX, société en commandite Alex Pneu et Mécanique (Canada) inc. 1,000 Bioetik inc. 150 Gestion Steelhead inc. 200 TDM International inc. 250 250 500 1,600 1,973 3,573 1,425 298 2,425 150 498 03-31-10 Fonds d’investissement de la culture et des communications, société en commandite 9068-3848 Québec inc. (Les Productions Danse Sing) 9168-1478 Québec inc. (Laboratoires GSS) Archipel Productions inc. Attraction Média inc. Audio Postproduction SPR inc. Carpediem film & TV inc. De Marque inc. Édifice Club Soda inc. Forum 5 inc. Gestion Juste pour Rire inc. Groupe Phaneuf inc. Groupe Star Suites inc. Guides de Voyages Ulysse inc. GVGS inc. Janidée inc. Jeux Alary inc. LC Média inc. Marketing Senscity inc. Media-Max inc. Motorisés Star Suites inc. Sarbakan inc. Toon Boom Animation inc. Tribal Nova inc. Vivavision inc. Wilson & Lafleur, limitée Securities of two other companies 3,050 Funds committed but not disbursed 1,301 12,104 7,753 10,803 12-31-09 Fonds d’opportunités canadiennes HRS, s.e.c. Securities of fourteen companies 28,534 02-28-10 Fonds Envol, société en commandite Gestion Simulateur de vol – Capital inc. 4 4 Simulateur de vol – Capital, s.e.c. 1,322 1,322 1,326 1,326 84 28,534 FONDS DE SOLIDARITÉ FTQ | 2010 Information from Annual Financial Report dated Shares Loans and and Units Advances $ $ Total $ 12-31-09 Fonds immobilier de solidarité FTQ inc. 81-83 Richelieu s.e.c. 435 875 Charest s.e.c. 2,159 880 Honoré-Mercier s.e.c. 6,250 9197-0921 Québec inc. Bio Sherbrooke Phase I s.e.c. 2,368 11,002 Brossard-sur-le-Fleuve s.e.c. 2,067 2,000 4,067 Carré Chambord s.e.c. 500 2,300 2,800 Centre de développement des Biotechnologies de Laval s.e.c. 5,100 14,095 19,195 Complexe L.L. Phase II, s.e.c. 4,697 4,697 Condominiums Le George V s.e.c. 10 Condos Wanklyn-Milot s.e.c. Constructions Louisbourg ltée Côte de Terrebonne s.e.c. CPA Fontainebleau, s.e.c. Développements Graham inc. Développements Wilfrid-Carrier s.e.c. 10,675 10,675 435 2,159 6,250 1,700 4,021 2,779 1,700 13,370 10 4,021 4,250 4,250 2,779 753 2,250 3,003 1,500 3,680 5,180 Espace MV1 s.e.c. 1,468 1,468 Espace MV2 s.e.c. 3,093 3,093 Espaces Lebourgneuf Phase III s.e.c. 1,800 Montée des Pionniers Phase I s.e.c. 550 1,550 2,100 Montée des Pionniers Phase II s.e.c. 500 2,895 3,395 R.P.A. 1 Lachenaie s.e.c. 590 R.P.A. Mont-Joli s.e.c. 813 R.P.A. Rawdon s.e.c. 1,352 1,352 SEC Laurin/St-Louis 6,586 6,586 Société en commandite 1057 de la Montagne Société en commandite 1111 Saint-Laurent 7,359 Société en commandite 668 De Courcelle 1,746 1,746 Société en commandite Angus s.e.c. Phase II 1 14,640 14,641 Société en commandite Bourassa-Pelletier 9,803 9,803 Société en commandite Château Hymus 371 Société en commandite Clairevue 150 228 Société en commandite C.V.L. 809 Société en commandite des Pionniers 4,982 4,982 Société en commandite Édifice Le Soleil 11,728 11,728 Société en commandite Griffintown II 2,352 Société en commandite Héritage Pointe-Claire 195 Société en commandite Laurin/Saint-Louis Phase I Société en commandite Le Sanctuaire de la Rive 500 500 Société en commandite Rose de Lima 1,000 1,000 Société en commandite Viau Ontario 1,640 Souvenir-Corbusier s.e.c. 650 2,300 2,950 St-Paul/Du Palais s.e.c. 6,699 8,080 14,779 Technoparc Bromont Phase I s.e.c. 523 385 908 Wanklyn-Milot s.e.c. 2,528 2,528 109,010 101,245 210,255 8,266 1,800 590 600 1,413 2,761 2,761 7,359 371 378 809 2,352 195 14,171 22,437 1,640 FONDS DE SOLIDARITÉ FTQ | 2010 85 INDEX OF THE SHARE OF THE FUND IN INVESTMENTS MADE BY THE SPECIALIZED FUNDS, AT COST (UNAUDITED) (CONTINUED) AS AT MAY 31, 2010 (In thousands) Information from Annual Financial Report dated Shares Loans and and Units Advances $ $ Total $ 12-31-09 Fonds immobilier de solidarité FTQ I, s.e.c. 1061 St-Alexandre, s.e.c. 1,250 576 9124-6215 Québec inc. 1,100 1,100 9170-4569 Québec inc. 2,900 2,900 C.C.L. II, société en commandite 559 Centre de Ressources du Parc Technologique du Québec Métropolitain inc. 2,709 510 Développement Parc St-Victor inc. 500 500 Édifice 255 Saint-Jacques société en commandite 895 455 1,350 Édifice 261 Saint-Jacques société en commandite 2,754 467 3,221 Immobilière St-Hippolyte s.e.c. 403 403 La société en commandite Godefroy de Lintôt 441 441 Promis (promotion – intégration – société nouvelle) PTQM/Lutech s.e.c. Société en commandite 400 Rang St-Joseph Société en commandite Claude Baillif 1,045 Société en commandite de La Dauversière 3,563 Société en commandite Émilie-Gamelin 100 133 Société en commandite Inspecteur-William 10 10 Société en commandite Les Berges Brossard 11 5 16 Société en commandite Les tours des terrasses du golf Phase II 149 20 Société en commandite Milton 2,339 2,339 Société en commandite Place Dunant 150 150 Société en commandite Ste-Hélène 27 15 Terrains de stationnement de Montréal 6,151 6,151 25,178 7,651 32,829 770 2,622 200 1,826 559 3,219 770 2,622 200 1,045 3,563 233 169 42 12-31-09 Fonds immobilier de solidarité FTQ II, s.e.c. 3,689 3,689 1030-1040 de Bleury s.e.c. 1405 Henri Bourassa ouest s.e.c. 1,762 1,762 1405 PTQM s.e.c. 2,125 2,125 Brousseau Marine Sports inc. 150 150 Capital BLF inc. 3,042 3,042 Complexe L.L. phase l, s.e.c. 10,483 10,483 Complexe L.L. phase ll, s.e.c. 2,604 2,604 Espaces Lebourgneuf s.e.c. 2,042 2,042 Faubourg la Grande Place s.e.c. 1,108 Hôtel Particulier : Le Ste-Hélène s.e.c. Immobilière Concorde-Corbusier s.e.c. Résidence du Faubourg St-Jean s.e.c. SEC St-Bruno-sur-le-Lac Phase 2 1,300 1,300 SEC St-Bruno-sur-le-Lac Phase 3 1,104 1,104 Société en commandite 75 boulevard Québec 483 Société en commandite African 500 Société en commandite Benadev 3,540 Société en commandite Cavelier de LaSalle 3,500 Société en commandite CDTI de Hull Société en commandite d’investissement Germain-Calgary 2,063 2,000 Société en commandite du 1400 450 440 890 Société en commandite du 259 boulevard St-Joseph-Hull 125 125 86 FONDS DE SOLIDARITÉ FTQ | 2010 500 2,610 92 100 1,108 3,886 4,386 2,610 92 483 49 549 3,540 1,500 5,000 100 4,063 Information from Annual Financial Report dated 12-31-09 Fonds immobilier de solidarité FTQ II, s.e.c. (continued) 1,090 Société en commandite JBSL Shares Loans and and Units Advances $ $ Total $ 1,090 Société en commandite Lac Clermoutier 2,465 2,465 Société en commandite Mansfield 2,075 2,075 Société en commandite RMI 239 239 Trois A, Société en commandite 850 49,941 8,025 850 57,966 08-31-09 Fonds locaux de solidarité FTQ, s.e.c. 165 165 150 SOLIDE Ahuntsic-Cartierville SOLIDE Centre-Sud/Plateau Mont-Royal 150 SOLIDE Chibougamau 5 5 SOLIDE Côte-des-Neiges/Notre-Dame-de-Grâce 10 10 SOLIDE de Gatineau 10 10 SOLIDE de la Basse Côte-Nord Kégaska-Blanc-Sablon 10 10 SOLIDE de la MRC Brome-Missisquoi 10 10 SOLIDE de la MRC d’Acton 10 10 SOLIDE de la MRC d’Antoine-Labelle 80 80 SOLIDE de la MRC d’Argenteuil 40 40 SOLIDE de la MRC d’Autray 10 10 SOLIDE de la MRC d’Avignon 55 115 SOLIDE de la MRC de Beauce-Sartigan 225 SOLIDE de la MRC de Beauharnois-Salaberry 10 10 SOLIDE de la MRC de Bécancour 245 245 SOLIDE de la MRC de Bellechasse 70 70 SOLIDE de la MRC de Bonaventure 10 10 SOLIDE de la MRC de Caniapiscau 10 10 SOLIDE de la MRC de Charlevoix 125 125 SOLIDE de la MRC de Charlevoix-Est 203 203 SOLIDE de la MRC de Drummond 348 348 SOLIDE de la MRC de Francheville 50 50 SOLIDE de la MRC de Joliette 250 250 SOLIDE de la MRC de la Côte-de-Beaupré 112 112 SOLIDE de la MRC de la Haute-Côte-Nord 10 10 SOLIDE de la MRC de la Jacques-Cartier 10 SOLIDE de la MRC de la Mitis SOLIDE de la MRC de la Nouvelle-Beauce 35 35 SOLIDE de la MRC de la Rivière-du-Nord 160 160 SOLIDE de la MRC de la Vallée-du-Richelieu 250 250 SOLIDE de la MRC de Lac-Saint-Jean-Est 92 92 SOLIDE de la MRC de l’Amiante 96 180 SOLIDE de la MRC de l’Île d’Orléans 10 10 SOLIDE de la MRC de Lotbinière 115 115 SOLIDE de la MRC de Maria-Chapdelaine 250 250 SOLIDE de la MRC de Maskinongé 80 80 SOLIDE de la MRC de Matane 320 320 SOLIDE de la MRC de Mékinac 370 370 SOLIDE de la MRC de Memphrémagog 350 350 SOLIDE de la MRC de Minganie 10 10 60 84 112 FONDS DE SOLIDARITÉ FTQ | 2010 225 10 112 87 INDEX OF THE SHARE OF THE FUND IN INVESTMENTS MADE BY THE SPECIALIZED FUNDS, AT COST (UNAUDITED) (CONTINUED) AS AT MAY 31, 2010 (In thousands) Information from Annual Financial Report dated 08-31-09 Fonds locaux de solidarité FTQ, s.e.c. (continued) 60 60 SOLIDE de la MRC de Montmagny Shares Loans and and Units Advances $ $ Total $ SOLIDE de la MRC de Pontiac 10 10 SOLIDE de la MRC de Rimouski-Neigette 10 10 SOLIDE de la MRC de Rivière-du-Loup 10 10 SOLIDE de la MRC de Roussillon 81 81 SOLIDE de la MRC de Sept-Rivières 191 191 SOLIDE de la MRC de Témiscamingue 10 10 SOLIDE de la MRC de Vaudreuil-Soulanges 173 173 SOLIDE de la MRC des Basques 10 10 SOLIDE de la MRC des Collines-de-l’Outaouais 10 10 SOLIDE de la MRC des Etchemins 77 77 SOLIDE de la MRC des Îles-de-la-Madeleine 134 134 SOLIDE de la MRC des Jardins-de-Napierville 10 10 SOLIDE de la MRC des Laurentides 290 290 SOLIDE de la MRC des Pays-d’en-haut 10 10 SOLIDE de la MRC du Bas-Richelieu 64 64 SOLIDE de la MRC du Domaine-du-Roy 220 220 SOLIDE de la MRC du Fjord-du-Saguenay 65 65 SOLIDE de la MRC du Haut-Saint-François 200 200 SOLIDE de la MRC du Rocher-Percé 10 10 SOLIDE de la MRC du Val-Saint-François 190 190 SOLIDE de la MRC Lajemmerais 555 555 SOLIDE de la MRC Les Maskoutains 246 246 SOLIDE de la Ville de Longueuil 350 350 SOLIDE de Lachine 10 10 SOLIDE de Laval 10 10 SOLIDE de Lebel-sur-Quévillon 5 5 SOLIDE de l’Est de la Ville de Québec 10 10 SOLIDE de Lévis 115 115 SOLIDE de l’Ouest de la ville de Québec 10 10 SOLIDE de Matagami 40 40 SOLIDE de Mercier/Hochelaga-Maisonneuve 10 10 SOLIDE de Montréal-Nord 10 10 SOLIDE de Rosemont/Petite-Patrie 177 177 SOLIDE de Shawinigan 37 SOLIDE de Villeray/St-Michel/Parc-Extension 10 10 SOLIDE du Centre de la ville de Québec 415 415 SOLIDE du Sud-Ouest de Montréal 131 131 SOLIDE Rivière-des-Prairies/Pointe-aux-Trembles 210 210 SOLIDE Ville-Marie 10 144 8,679 Funds committed but not disbursed 19,846 28,669 88 FONDS DE SOLIDARITÉ FTQ | 2010 37 10 8,823 Information from Annual Financial Report dated Shares Loans and and Units Advances $ $ Total $ 03-31-10 Fonds régional de solidarité Abitibi-Témiscamingue, société en commandite 2965-5099 Québec inc. (Les Réclamations du Nord-Ouest) 500 3088-6469 Québec inc. (Centre Jardin Lac Pelletier) 800 800 7244444 Canada inc. (Précibois) 255 495 9026-0357 Québec inc. (Société de gestion Mario Massé) 500 500 9187-1186 Québec inc. 200 200 9187-8850 Québec inc. (Forage Boréal) 1,239 1,239 A. & L. Pinard inc. 220 Adventure Gold inc. 100 Alexis Minerals Corporation 280 Entrepreneur Minier Promec inc. 447 Exploration Azimut inc. 11 11 Exploration Midland inc. 150 150 Forage G4 ltée 856 856 Groupe Sogitex inc. 150 150 Industries Lignico inc. 92 92 Les Aciers J.P. inc. 80 80 Les équipements de forage VersaDrill inc. 416 416 Les mines d’or visible inc. Machines Roger lnternational inc. MasséNor inc. Palmapor inc. 150 Ressources Cartier inc. Ressources Threegold inc. Service Sani Tri inc. Transport D. Barrette & fils inc. 192 192 1,706 7,790 9,496 Funds committed but not disbursed 240 95 500 220 100 200 480 447 95 235 235 801 801 121 271 133 133 100 100 933 933 655 10,151 03-31-10 Fonds régional de solidarité Bas-Saint-Laurent, société en commandite 9181-4244 Québec inc. (Carrière Neigette) 125 106 231 9198-8659 Québec inc. (Multi-Pièces D.L.) 209 209 Adélard Soucy (1975) inc. 250 250 AMH Canada ltée 418 398 816 Distributions Jacques-Cartier inc. 283 11 Érablières des Alléghanys inc. Fabrication J.R. Tardif inc. Fonderie BSL inc. Fonds soutien Bas-Saint-Laurent, société en commandite Gagnon Image inc. 157 Gestion H. Dickner ltée 31 Glendyne inc. Les Constructions H.L. Thériault inc. Menuiserie Roland Perreault inc. Mon Joli Motel (1993) inc. Productions Québec Multimédia inc. 250 1,000 14 294 546 546 250 500 100 100 1,000 157 31 694 708 250 250 80 80 75 75 260 FONDS DE SOLIDARITÉ FTQ | 2010 260 89 INDEX OF THE SHARE OF THE FUND IN INVESTMENTS MADE BY THE SPECIALIZED FUNDS, AT COST (UNAUDITED) (CONTINUED) AS AT MAY 31, 2010 (In thousands) Information from Annual Financial Report dated 03-31-10 Fonds régional de solidarité Bas-Saint-Laurent, société en commandite (continued) 497 497 Projexco inc. Shares Loans and and Units Advances $ $ Total $ Richard Poirier et Frères Électrique ltée 500 500 Sanibelle inc. 888 888 Topocom Technologie inc. 183 2,090 5,485 Funds committed but not disbursed 150 7,725 183 7,575 03-31-10 Fonds régional de solidarité Centre-du-Québec, société en commandite 110 110 Équipements d’incendie Levasseur inc. Fruit d’Or inc. 467 467 Huppé Meubles inc. 500 500 Nitek Laser inc. 858 858 Recyclage Granutech inc. 1,350 1,350 Remorque Leblanc inc. 99 99 Rénovation Expo inc. 1,000 1,000 Vibrotech inc. 307 307 4,691 4,691 03-31-10 Fonds régional de solidarité Chaudière-Appalaches, société en commandite 48 9069-4654 Québec inc. (Supervac 2000) 48 9075-5349 Québec inc. (Fenêtres Météo) 27 27 Acier Majeau inc. 1,259 1,259 Cométal inc. 446 446 Compositech inc. 140 140 Équipements récréatifs Jambette inc. 90 90 Fini. U.V. International inc. 327 327 Groupe P.H.L. inc. 750 750 Groupe S.S. inc. 475 475 J.L. Leclerc & fils inc. 202 927 Les Productions Horticoles Demers inc. L’usine Tac Tic inc. Menuiserox inc. Métal Bernard inc. Multi-Brosses inc. 725 306 306 262 498 564 564 207 207 277 277 Portes Veilleux 2000 inc. 600 600 Quartz Industrie inc. 210 210 Usine Sartigan inc. 850 850 961 7,040 8,001 236 03-31-10 Fonds régional de solidarité Côte-Nord, société en commandite 79 79 32 110 150 150 2947-5399 Québec inc. (Boutique Mobilité B-C) 9058-2222 Québec inc. (Club Cap Natashquan) Construction F.H.D. inc. Croisière 2001 inc. 100 100 Équipement et Outillage Côte-Nord inc. 25 300 325 Fonds soutien Côte-Nord, société en commandite 90 FONDS DE SOLIDARITÉ FTQ | 2010 78 1,000 1,000 Information from Annual Financial Report dated 03-31-10 Fonds régional de solidarité Côte-Nord, société en commandite (continued) 125 Gestion S.S.G. inc. Shares Loans and and Units Advances $ $ Total $ 125 Hôtel Mingan inc. 550 550 Lajoie Réfrigération inc. 250 250 Les Pétroles Paul Larouche inc. 450 450 Nord Industrie inc. 275 275 Pec-Nord inc. Rechapage Longue-Rive inc. Synergica Électrique inc. 775 775 1,628 2,982 4,610 300 300 121 121 03-31-10 Fonds régional de solidarité Estrie, société en commandite 500 500 Amecci inc. Ani-Mat inc. 1,394 1,394 Beaudin Le Prohon inc. 357 357 Café Faro inc. 236 236 Caoutchouc Pro-Flex inc. 91 91 Domaines Pinnacle inc. 1,500 1,500 Groupe Lachar inc. 1 500 501 Kemestrie inc. 600 600 Laser AMP inc. 325 325 Les Entreprises Martin Lajeunesse inc. 587 1,037 Les fabricants de boyaux industriels Premier ltée 729 729 Les Industries Touch inc. 783 783 Les Viandes Laroche inc. 475 475 Motrec inc. 5 5 Oasis Tropik Nordik inc. 256 256 Oxybec Médical inc. 277 277 Remises Réal Lamontagne inc. 108 108 Scholer Industriel inc. 318 318 Signalisation de l’Estrie inc. 103 103 Soudure Brault inc. 280 280 Stedfast inc. 575 575 Transformateur Bemag inc. 300 300 1,051 9,699 10,750 Funds committed but not disbursed 75 10,825 450 03-31-10 Fonds régional de solidarité Gaspésie–Îles-de-la-Madeleine, société en commandite 100 9011-6641 Québec inc. (Riôtel Percé) 100 B.M.B. (Îles-de-la-Madeleine) inc. 524 524 Cap sur mer inc. 159 1,443 1,602 Fabrication Delta inc. 412 412 Gaspésie Diésel inc. 492 492 Junex inc. Les entreprises Léo Leblanc & fils inc. Les Industries Leblanc inc. 63 63 Les Pétroles C. Poirier inc. 200 200 Les Reboiseurs de la Péninsule inc. 146 146 46 282 FONDS DE SOLIDARITÉ FTQ | 2010 46 282 91 INDEX OF THE SHARE OF THE FUND IN INVESTMENTS MADE BY THE SPECIALIZED FUNDS, AT COST (UNAUDITED) (CONTINUED) AS AT MAY 31, 2010 (In thousands) Information from Annual Financial Report dated Shares Loans and and Units Advances $ $ 03-31-10 Fonds régional de solidarité Gaspésie–Îles-de-la-Madeleine, société en commandite (continued) Total $ Michaud technologies inc. 125 125 250 Pêcheries Vilo inc. 450 450 Philippe Day inc. 78 78 Serres Jardins-Nature inc. 60 407 467 4,198 5,112 914 Funds committed but not disbursed 450 5,562 03-31-10 Fonds régional de solidarité Île-de-Montréal, société en commandite No investment 03-31-10 Fonds régional de solidarité Lanaudière, société en commandite 72 72 2973-8648 Québec inc. (Le Groupe R.G.F.M.) Agro-100 ltée 750 750 Laboratoires Bi-Op inc. 795 795 Les Aliments Sibon (1985) ltée 640 640 Les Industries Harnois inc. Nita Équipements inc. Pneus Lanoraie inc. Sécurité GMR inc. 12 63 75 200 200 550 550 270 270 Triotech Amusement inc. 780 780 Verre Select inc. 500 500 12 4,620 4,632 Funds committed but not disbursed 300 4,932 03-31-10 Fonds régional de solidarité Laurentides, société en commandite 117 2959-8828 Québec inc. (Palettes St-Janvier) 117 Aéroport International de Mont-Tremblant inc. 129 129 BMI Canada inc. 1,000 1,000 Boulangerie Les Moulins La Fayette inc. 250 29 279 Complexe Hôtelier St-Jovite / Mont-Tremblant inc. 750 Distributions Denis Fontaine inc. 175 175 Gestion hôtelière REVPAR inc. 1,103 1,103 Groupe Aviation et Puissance inc. 500 500 Groupe Star Suites inc. 121 121 La Petite Bretonne inc. 771 771 Les Matériaux Sima inc. 133 133 Montour ltée 425 425 Palmex International inc. 477 477 Service Alimentaire Desco inc. 200 200 Ventilex inc. 160 160 Vision Villégiature inc. 300 300 1,300 5,340 6,640 Funds committed but not disbursed 1,250 7,890 92 FONDS DE SOLIDARITÉ FTQ | 2010 750 Information from Annual Financial Report dated Shares Loans and and Units Advances $ $ Total $ 03-31-10 Fonds régional de solidarité Laval, société en commandite 383 383 Aliments Imex inc. 100 Auvents Multiples (2002) inc. 1,000 1,100 CVC / RDS inc. 109 109 Digico Fabrication Électronique inc. 392 392 Emballages Cré-O-Pack International inc. 389 389 Europe Cosmétiques inc. 188 188 Europharm International Canada inc. 689 689 Globale Géomatique inc. 338 338 Groupe Lincora inc. 429 429 Groupe Rojec inc. 375 375 Hydrolico International inc. 608 608 Les Bouteilles Recyclées du Québec (B.R.Q.) inc. 425 625 Les Contrôles Novatech G & P inc. 267 267 Les Équipements Power Survey ltée 270 270 Les Investissements Sylnic inc. 650 650 Les Productions Diamant ltée 810 810 Perlite Canada inc. 1,000 1,000 S.R.A.D. Communications inc. 40 40 Stylo Bankers (1991) inc. 1,917 1,917 Les laboratoires de recherche de Lan Wirewerks inc. 842 842 Tornatech inc. 429 429 300 11,550 11,850 200 03-31-10 Fonds régional de solidarité Mauricie, société en commandite 672 Concept Éco-Plein-Air Le Baluchon inc. 672 Déneigement Maska inc. 750 750 Produits Pylex inc. 125 125 Tuyauterie Borgia ltée 317 317 672 1,192 1,864 03-31-10 Fonds régional de solidarité Montérégie, société en commandite 300 300 3523462 Canada inc. (Délices de la forêt) Agrocentre Belcan inc. 500 500 Aliments Horizon Nature inc. 500 500 Atelier d’usinage Quenneville inc. 110 110 Bousquet Frères Limitée 850 850 Dermolab Pharma ltée 500 500 Envitech Énergie inc. 600 600 Esthétique sans frontières inc. 624 624 Grillage Major inc. 240 240 Groupe Damafro inc. 1,467 1,467 Innovation Tootelo inc. 44 44 Investissements Brasco inc. 1,000 1,000 LC Média inc. 565 Les armoires de cuisines Denis Couture (2002) inc. 172 172 M.G.B. Électrique inc. 23 23 Martin inc. 57 57 Multi-Portions inc. 19 269 565 250 FONDS DE SOLIDARITÉ FTQ | 2010 93 INDEX OF THE SHARE OF THE FUND IN INVESTMENTS MADE BY THE SPECIALIZED FUNDS, AT COST (UNAUDITED) (CONTINUED) AS AT MAY 31, 2010 (In thousands) Information from Annual Financial Report dated 03-31-10 Fonds régional de solidarité Montérégie, société en commandite (continued) 1,300 Plombco inc. Shares Loans and and Units Advances $ $ 1,300 Ray-Mont Logistiques inc. Service sérigraphique professionnel S.S.P. inc. 917 Soya Excel inc. 195 Techno P.O.S. inc. TelcoBridges inc. 375 300 675 2,302 9,947 12,249 Funds committed but not disbursed 300 12,549 Total $ 750 750 350 1,267 195 241 03-31-10 Fonds régional de solidarité Nord-du-Québec, société en commandite 250 Blais & Langlois inc. 241 250 Cogitore Resources inc. 68 68 Donner Metals Ltd 405 405 Équipement de bureau Ungava inc. 400 400 Exploration Azimut inc. 105 105 Exploration Dios inc. 56 56 Exploration NQ inc. 60 60 Fonds Soutien Baie-James, société en commandite 500 500 Forage Eenou inc. 110 110 Gestion du Fonds Soutien Baie-James inc. 1 Les Consultants de l’Arctique inc. 331 331 Les Pétroles M.J. inc. 750 750 Les Ressources d’Arianne inc. Lucien Senneville (2002) inc. Mines Virginia inc. Nord Décoration inc. Pourvoirie Mirage inc. 389 389 Ressources Beaufield inc. 140 140 Ressources Métanor inc. 100 100 Ressources MSV inc. 400 400 Ressources Sirios inc. 214 Ressources Strateco inc. 10 Société d’Exploration Minière Vior inc. 9 St-Félicien Diesel (1988) inc. 708 708 2,248 4,108 6,356 Funds committed but not disbursed 400 6,756 100 91 214 859 150 150 1 100 859 91 150 10 159 03-31-10 Fonds régional de solidarité Outaouais, société en commandite 226 226 140689 Canada ltée (Taxi Loyal) 6096646 Canada inc. (Pépinière du Golf) 750 750 6227945 Canada inc. (Innovation Engineering Group) 125 125 9052-2756 Québec inc. (ProVance Technologies) Alary, St-Pierre & Durocher Arpenteurs-géomètres inc. Cactus Commerce inc. Les Aliments Chebly inc. Mr. Refill International inc. 94 FONDS DE SOLIDARITÉ FTQ | 2010 250 1,000 250 869 869 219 1,219 172 172 161 161 Information from Annual Financial Report dated 03-31-10 Fonds régional de solidarité Outaouais, société en commandite (continued) Multicorpora R&D inc. Shares Loans and and Units Advances $ $ 926 Total $ 926 PCI Géomatiques Entreprises inc. 1,500 1,500 ProVance Technologies inc. 750 750 Restaurations Sélect inc. 300 300 Service de Pneus Lavoie Outaouais inc. 700 700 SolaCom Technologies inc. Terrapro Construction inc. Tomoye Corporation Tubes & Jujubes Centre d’amusement familial inc. VanillaSoft corp. Zeligsoft inc. 196 550 196 1,250 1,250 550 197 197 306 1 1 2,923 7,525 10,448 Funds committed but not disbursed 125 10,573 306 03-31-10 Fonds régional de solidarité Québec, société en commandite 9099-7768 Québec inc. (E.B.M. Laser) 200 184 384 Armeco inc. 158 158 Aventures Norpaq inc. Chemco inc. Connexion Technic inc. Corporation Eatsleepmusic.com Distribution Sports Loisirs G.P. inc. DK-SPEC inc. Filtrum inc. Fleurigros 1995 inc. gp3 Groupe conseil inc. Groupe Qualinet inc. Les Distributions Marc Boivin (2007) inc. Les Entreprises P.E.C. inc. 452 452 Les Industries Rouillard inc. 362 362 Les Vêtements Perlimpinpin inc. 211 211 Load Systems International inc. 269 269 Métafab (1996) inc. 400 400 Mode Avalanche inc. Panavidéo inc. 400 400 Pelliko inc. 410 410 Porta Service inc. 400 400 Réfrigération Noël inc. 83 83 Savard Ortho confort inc. 167 167 Tapitec (Québec) inc. 442 442 Transport C.D.P. inc. 1,771 1,771 Usital Canada inc. 280 240 520 2,390 12,140 14,530 150 150 600 600 234 234 460 750 350 43 157 460 423 423 750 1,972 1,972 359 359 535 885 111 111 1,957 2,000 157 FONDS DE SOLIDARITÉ FTQ | 2010 95 INDEX OF THE SHARE OF THE FUND IN INVESTMENTS MADE BY THE SPECIALIZED FUNDS, AT COST (UNAUDITED) (CONTINUED) AS AT MAY 31, 2010 (In thousands) Information from Annual Financial Report dated Shares Loans and and Units Advances $ $ Total $ 03-31-10 Fonds régional de solidarité Saguenay–Lac-Saint-Jean, société en commandite 2861-0467 Québec inc. (Notre Hôtel) 227 129 356 4145275 Canada inc. (Chlorophylle H Tech) 280 570 850 6482066 Canada inc. (Société P.C.P.) 100 100 9051-2500 Québec inc. (Les Jardins du Saguenay) 67 67 9052-0651 Québec inc. (Logistik 22) 75 46 121 9143-8945 Québec inc. (Maçonnex) 840 Atelier Boily ltée Centre de Suspension des Routiers inc. 74 74 Cycles Devinci inc. 621 621 Équipements Mauvalin inc. 231 231 Excavation Michel Paradis inc. 174 174 Garage Marcel Simard inc. 500 500 Gestion LJ inc. 127 127 Gro-Mec inc. 119 119 Groupe Giroux Maçonnex inc. 960 960 Industrie Bois Lamontagne inc. 408 408 Industries T.L.T. inc. 350 350 Isumi Précision ltée Les Fenêtres AGM inc. Les Lignes du Fjord inc. Les Pétroles R.L. inc. Les Placements G.M.R. Maltais inc. Nolicam Location de camions inc. Novabrik International inc. Oxygène Dolbeau inc. Pétrolex St-Félicien inc. Précicast ltée Prowatt inc. Remac innovateurs industriels inc. SCP 89 inc. 297 Société de gestion Trois-Trois-Trois inc. 350 4,868 7,461 Funds committed but not disbursed 12,429 840 300 300 58 58 287 287 327 327 533 533 345 246 591 432 277 709 1,405 1,405 500 500 15 15 88 647 150 150 262 262 559 297 350 12,329 100 12-31-09 Lumira Capital I Québec société en commandite Alexza Pharmaceuticals inc. Archemix Corp. Argos Therapeutics inc. Cardiac Dimensions inc. Cardiovascular Systems inc. Ception Therapeutics inc. KAI Pharmaceuticals inc. Mako Surgical Corp. Médical Resonant inc. NVSS Corp. Pharmasset inc. Spinal Kinetics inc. 96 FONDS DE SOLIDARITÉ FTQ | 2010 Information from Annual Financial Report dated Shares Loans and and Units Advances $ $ Total $ 12-31-09 Lumira Capital I Québec société en commandite (continued) TransMolecular inc. U-Systems, inc. 18,312 Funds committed but not disbursed 134 18,683 237 18,549 03-31-10 SIDEX, société en commandite Canadian mining companies securities 7,838 513 8,351 09-30-09 Société de gestion d’actifs forestiers Solifor, société en commandite Solifor Bloc A-RPF, société en commandite Solifor Bloc B-LP, société en commandite Solifor Bloc Monet, société en commandite Solifor Charlevoix-Saguenay, société en commandite Solifor Lac Métis, société en commandite Solifor Lotbinière, société en commandite Solifor Mauricie, société en commandite Solifor Nicolas Riou, société en commandite Solifor Perthuis, société en commandite 132,475 132,475 12-31-09 VC, société en commandite 102 102 Biotechnologies Conjuchem inc. Genizon Biosciences inc. 1 1 Systèmes Médicaux LMS (Canada) ltée 32 32 Theratechnologies inc. 402 402 Vertex Pharmaceuticals Incorporated 4,785 4,785 5,322 5,322 This unaudited index details the investments made by the regional funds, by the specialized funds in which the Fonds de solidarité des travailleurs du Québec (F.T.Q) (the “Fund”) has invested more than 0.2% of its net assets and by the specialized funds in which the Fund holds an interest of 50% or more and exercises significant influence over the management of these funds. Amounts invested by business enterprise are disclosed only in the cases provided by the Regulation Respecting Development Capital Investment Fund Continuous Disclosure. FONDS DE SOLIDARITÉ FTQ | 2010 97 GLOSSARY Annual compound return When the annual compound return is applied to an asset, it is assumed that the value of the asset increases by the annual return obtained and that the following year the new rate of return will consider this increased value. Appreciation (depreciation) Appreciation (depreciation) is the increase (decrease) of the value of an asset or a portfolio in relation to its reference value. Assets under management Refers to the fair value of the assets managed by the Investments and Other Investments sectors and used to generate income for the Fund. Average net assets Total of net assets at the end of the interim period and of the financial year, divided by two. Credit spread Difference in the yield of a benchmark bond (e.g., a Government of Canada bond) and the bond of another issuer. The greater the risk associated with this bond, as perceived by the market, the wider the credit spread. Derivative financial instrument or derivative product Financial instrument whose price or return is tied to an underlying product. The most common derivative instruments are swaps, forwards, futures and options. Derivative instruments are used to limit market risk and to preserve asset value, to facilitate changes in asset allocation, to manage an indexed strategy for part of the portfolio, to facilitate portfolio management, and to improve returns within established risk limits. Development capital investment (or investment) Acquisition of securities or commitment to acquire securities, generally from Québec SMEs, and purchased as part of the Fund’s mission. Most development capital investments are eligible under the 60% rule set out in the Fund’s Incorporation Act. Direct jobs Jobs held by workers in the partner companies of the Fonds de solidarité FTQ, the regional and local funds, the Fonds immobilier de solidarité FTQ or the specialized funds, and their subsidiaries. Disbursed funds Authorized, committed amounts related to an investment that were paid to a partner company. Disbursed funds therefore exclude funds committed but not disbursed as well as guarantees and suretyships. Fixed-income security Security that pays a pre-determined fixed income until maturity. The main fixed-income securities are bonds and money market securities. Forward or futures contract Contract to buy or sell a financial instrument (e.g., bond, share, or currency) on a pre-determined date and price. Funds committed but not disbursed Amounts committed for an investment that were agreed to but not yet disbursed. Hedge fund Investment fund with long and short positions on securities, markets, etc. These positions reflect the manager’s opinion on probable securities price or market trends. A fund of hedge funds is a fund mostly made up of investments in hedge funds. Hedging strategy Strategy used to reduce variations in the Fonds de solidarité FTQ’s return resulting from changes in interest rates, exchange rates or stock market prices. Indirect jobs Jobs associated with economic spin-offs generated by partner companies located in Québec. The number of indirect jobs is calculated by taking the number of direct jobs, and applying a factor based on the co-efficient of indirect jobs by productive sector published by the Institut de la statistique du Québec. 98 FONDS DE SOLIDARITÉ FTQ | 2010 Induced jobs Jobs created, maintained or protected as a result of spending by workers holding direct and indirect jobs. The calculation of consumer spending takes tax collection and the level of workers’ savings into account. The number of induced jobs is a function of personal disposable income spent, to which a ratio of 813 jobs for each $100 million is applied; this ratio is based on the intersectoral model developed by the Institut de la statistique du Québec. Integrated financial assets management Financial asset management principle with the objective of diversifying the risks borne by the Fonds de solidarité FTQ while allowing it to fully achieve its mission. International infrastructure fund Investment fund composed mainly of shares of companies located outside Canada that are involved in developing, maintaining, repairing and managing infrastructures (e.g., airports, highways, bridges, railways, etc.) or that indirectly benefit from these activities. Limited partnership (or Société en commandite) Partnership consisting of two types of partners: limited partners and a general partner. Only the general partner is authorized to manage and represent the partnership. As a manager, the general partner’s liability is unlimited with regards to the partnership’s debts and obligations. Limited partners provide the capital required for the partnership’s operations and are liable for its debts up to the amount committed and to be paid to the partnership. The limited partnership is a legal structure designed to meet specific needs and to separate investment from the partnership’s management. Local representative (LR) The Fund has created a network of LRs within the unions affiliated with the FTQ (and in unions with which the Fund has concluded agreements to that end) who promote the Fund in their workplace without receiving a commission. These LRs’ main task is to explain the Fund’s objectives and to promote share purchases by their union members. Money market security Security with a pre-determined return that matures in less than one year. Easily marketable, and highly liquid, these securities include T-bills, bankers’ acceptances and commercial paper. Option Contract that gives the holder the right to buy or sell a financial instrument (e.g., bond, share, stock index, currency or future) at a pre-determined price. The seller or writer of the option must buy or sell the security if the option holder exercises his/her right. Other investments Balance of assets not invested in our partner companies. This portfolio consists of bonds, money market securities, sector-based shares, funds of hedge funds, a portfolio of high-revenue securities and international infrastructure funds. Private security Direct investment in an unlisted company or in a listed company whose stock price exceptionally does not reflect its fair value at the time of its valuation. Specialized fund Investment company in which the Fund invests as a limited partner or a shareholder. The partnership’s general partner or directors manage the invested funds on behalf of the limited partners or shareholders. Swap Agreement used to exchange a security, an income or a currency for another security, income or currency at pre-determined conditions and for a given period. The parties sign an agreement that respects international standards for this type of transaction. FONDS DE SOLIDARITÉ FTQ | 2010 99 ETHICS AND GOVERNANCE GOVERNANCE AND RESPECT OF VALUES the execution of their duties, of confidential information obtained through such execution. Compliance with the Fonds de solidarité FTQ’s mission and ethical values and risk management is supported by a modern governance structure that is built on a group of policies, standards, guidelines and management procedures that are regularly re-evaluated from the perspective of continuous improvement. This structure is under the responsibility of the Board of Directors, of which 10 of the 17 members are nominated by the FTQ’s General Council, as set out in the Fonds de solidarité FTQ’s Incorporation Act. General management of the Fund’s operations is overseen by a Management Committee comprised of the President and CEO and five other senior executives. Alongside this structure are other committees and boards (including investment boards comprised of a majority of members who are independent from the FTQ and the Fund) that form an integrated governance framework. The Audit and Valuation Committees are comprised exclusively of independent members. Each year, all employees, officers and directors must complete a statement of interests held and a statement on the compliance of their conduct with the applicable Code. For a more detailed description of our governance, particularly in relation to risk management, see pages 47 to 49. To be certain that our partner companies respect our values during the entire period of our investment, the chief executive officer of each company must regularly submit a written declaration to the Fund representative that the company is in compliance with all the laws, rules and other obligations concerning, for example, labour standards, compensation, and source deductions. This declaration also addresses the company’s compliance with current environmental laws and regulations. In addition, the Fund’s Codes of Ethics and Conduct define rules of conduct to be followed by employees, officers and directors to avoid, for instance, conflict of interest situations. They must, in the execution of their duties, put the interests of the Fund ahead of their own or those of third parties. The Codes of Ethics and Conduct prohibit, among others, certain personal trading deemed conflictual, including receiving certain gifts and using any advantage, information or interest related to the Fund that would be incompatible with the professional duties and responsibilities of an employee. In addition, the Codes forbid the disclosure by directors and employees, for purposes other than 100 FONDS DE SOLIDARITÉ FTQ | 2010 The Codes of Ethics and Conduct were updated in 2009, and all employees and directors received training on the update. The Code applicable to employees now includes a whistleblowing procedure for cases on non-compliance with the Code involving financial or accounting information or illegal acts. Responsible policies In constant dialogue with its partner companies, in particular because of its investment advisors and representatives who sit on the boards of directors of these companies, not only is the Fund concerned with helping companies it has invested in grow, but it is also making sure that they meet their obligations as well. In addition, the Fund subscribes to a newsletter that is published periodically by an organization specialized in matters related to responsible investment. This newsletter allows us to monitor various social and environ- mental issues that public companies are facing, and it represents a source of useful information for the Fund. The Fund was also one of the first large institutional investors in Québec to have a document containing guidance on voting rights with regards to public companies (www.fondsftq.com/ droit-vote-entreprises). This document describes the guidelines that its representatives must follow when there is a shareholder vote. It also expresses the wish that these companies develop policies on major social issues in relation to their activities and have their board of directors implement practices that comply with these policies in the following areas: – environmental repercussions of their activities; – the effect of the company’s strategies and decisions on communities and individuals affected by their products and operations; – the company’s practices in terms of hiring, work conditions and compensation; – training and continuing education for employees; – the criteria for selecting and keeping suppliers, including those relating to social responsibility. The Fund’s Integrated Financial Assets Management Policy is another important policy. It includes statements regarding responsible and ethical investment which prohibit the Fund from holding securities of companies that generate more than 10% of their gross sales from the production of weapons or that have a history of irresponsible behaviour toward the environment, labour standards or human rights. Controls in place We would also like to highlight that a complete financial statement audit process is performed twice a year by two external chartered accountant firms. In addition, the Fund’s Incorporation Act states that the Autorité des marchés financiers is responsible for inspecting the external affairs and activities of the Fund to verify compliance with this Act, in addition to other functions it carries out in regards to the Fund, which is a reporting issuer as defined in the Securities Act. The Fund completed its work over the financial year of developing a financial compliance framework program commonly known as Confor.1 While not required to apply MI 52-109 issued by the Canadian Securities Administrators, the Fund has decided to base its work on the principles stated in this rule, thereby demonstrating its willingness to respect best practices in financial governance. This framework applies to controls providing reasonable assurance that the financial information prepared and reported is reliable and that the financial statements are prepared in accordance with Canadian Generally Accepted Accounting Principles. WE SUPPORT THE GLOBAL COMPACT a set of core values promoted in the 10 principles of the Global Compact relating to human rights, labour standards, the environment, and anti-corruption. These 10 principles are inspired by the Universal Declaration of Human Rights, the Declaration on Fundamental Principles and Rights at Work, the Rio Declaration on Environment and Development, and the United Nations Convention Against Corruption. Joining the international movement toward responsible finance, the Fonds de solidarité FTQ began, in 2009, adhering to the United Nations Global Compact. Through this commitment, the Fund applies, within its sphere of influence, THE 10 PRINCIPLES OF THE GLOBAL COMPACT HUMAN RIGHTS Principle 1: Businesses should support and respect the protection of internationally proclaimed human rights. Principle 2: Businesses should make sure that they are not complicit in human rights abuses. LABOUR STANDARDS Principle 3: Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining. Principle 4: Businesses should eliminate all forms of forced and compulsory labour. Principle 5: Businesses should abolish child labour. Principle 6: Businesses should eliminate discrimination in respect of employment and occupation. ANTI-CORRUPTION Principle 10: Businesses should work against corruption in all its forms, including extortion and bribery. ENVIRONMENT Principle 7: Businesses should support a precautionary approach to environmental challenges. Principle 8: Businesses should undertake initiatives to promote greater environmental responsibility. Principle 9: Businesses should encourage the development and diffusion of environmentally friendly technologies. 1. For more details, consult the Management Discussion and Analysis on pages 49 and 50. FONDS DE SOLIDARITÉ FTQ | 2010 101 THE BOARD OF DIRECTORS A S AT M AY 3 1 , 2 0 1 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 1. MICHEL ARSENAULT A, D, G President, Fédération des travailleurs et travailleuses du Québec (FTQ), and Chairman of the Board of Directors, Fonds de solidarité FTQ 2. LOUIS BOLDUC D, E, H Executive Assistant to the National President, United Food and Commercial Workers International Union (UFCW), and Vice-President of the FTQ 3. YVON BOLDUC A, E President and Chief Executive Officer, Fonds de solidarité FTQ 4. DANIEL BOYER H President, Québec Service Employees Union (QSEU), Local 298, and Vice-President of the FTQ 5. ALAIN DEGRANDPRÉ President of Joint Council 91, Teamsters Canada, and Vice-President of the FTQ 6. JEAN-PIERRE FORTIN C Québec Director, Canadian Auto Workers (CAW), and Vice-President of the FTQ 7. NADINE GIRAULT* Corporate Director 8. DENISE MARTIN A, B, D, G Corporate Director and Vice-Chair of the Board of Directors, Fonds de solidarité FTQ 102 FONDS DE SOLIDARITÉ FTQ | 2010 9. MICHEL OUIMET Executive Vice-President – Québec, Communications, Energy and Paperworkers Union of Canada (CEP), and Vice-President of the FTQ 10. RÉJEAN PARENT President, Centrale des syndicats du Québec (CSQ) 11. DANIEL ROY F Québec Director, United Steelworkers (FTQ), and Vice-President of the FTQ 12. RENÉ ROY A, C, G, H General Secretary, Fédération des travailleurs et travailleuses du Québec (FTQ), and Secretary of the Board of Directors of the Fonds de solidarité FTQ 13. LOUISE ST-CYR A, B, G, I Honorary Professor, HEC Montréal 14. JÉRÔME TURCQ D Regional Executive Vice-President, Québec Region, Public Service Alliance of Canada (PSAC), and Vice-President of the FTQ 15. PIERRE-MAURICE VACHON A, B, D, G Corporate Director A Member of the Executive Committee B Member of the Audit Committee C Member of the Special Board – New Economy D Member of the Special Board – Turnaround and Majority Interests E Member of the Financial Assets Management Committee F Member of the Special Board – Mining Portfolio G Member of the Special Board – Traditional Sector H Member of the Fonds immobilier de solidarité FTQ I, s.e.c. and Fonds immobilier de solidarité FTQ II, s.e.c. Advisory Committee, and the Fonds immobilier de solidarité FTQ inc. Board of Directors I Member of the Valuation Committee * The Fonds de solidarité FTQ is pleased to welcome Ms. Nadine Girault as a member of its Board of Directors. The Fund is proud of the increase in the number of women directors, who now account for 20% of its directors. THE MANAGEMENT COMMITTEE A S AT M AY 3 1 , 2 0 1 0 ( F RO M L E F T TO R I G H T ) YVON BOLDUC A, E President and CEO MICHEL PONTBRIAND E Executive Vice-President, Finance DENIS LECLERC Executive Vice-President, Shareholder Services, President of the Fondation de la formation économique DANNY LE BRACEUR Vice-President, Human Resources GAÉTAN MORIN E Executive Vice-President, Investments MARIO TREMBLAY Vice-President, Public and Corporate Affairs, and Corporate Secretary A Member of the Executive Committee E Member of the Financial Assets Management Committee THE GOVERNING BODIES OF THE FONDS DE SOLIDARITÉ FTQ THE UNION Note: In addition to the Board of Directors, the Executive Committee and the Audit Committee, the Fund has the following governing bodies: A S AT M AY 3 1 , 2 0 1 0 FONDS IMMOBILIER DE SOLIDARITÉ FTQ I, S.E.C. AND FONDS IMMOBILIER DE SOLIDARITÉ II, S.E.C. ADVISORY COMMITTEE, AND FONDS IMMOBILIER DE SOLIDARITÉ FTQ INC. BOARD OF DIRECTORS 1 EXECUTIVE COMMITTEE René Roy, Chair Louis Bolduc Daniel Boyer Michel M. Lessard2 André Monette2 Claude Normandeau2 Yvon Tessier2 SPECIAL BOARD – TRADITIONAL SECTOR SPECIAL BOARD – TURNAROUND AND MAJORITY INTERESTS1 Michel Arsenault, Chair Louis Bolduc Michel M. Lessard2 Denise Martin2 Jean Perron2 Jérôme Turcq Pierre-Maurice Vachon2 VALUATION COMMITTEE 1 (REVIEWS THE PRIVATE INVESTMENT VALUATION PROCESS) Michel Arsenault, Chair Denise Martin2 René Roy Louise St-Cyr2 Pierre-Maurice Vachon2 Louise St-Cyr, Chair2 Denis Labrèche2 Pierre Laflamme2 Michel Nadeau2 SPECIAL BOARD – MINING PORTFOLIO1 (ENSURES COMPLIANCE WITH THE INTEGRATED FINANCIAL ASSETS MANAGEMENT POLICY) Daniel Roy, Chair Pierre Boudreault 2 Michel Gauthier2 SPECIAL BOARD – NEW ECONOMY 1 René Roy, Chair J.V. Raymond Cyr2 Jean-Pierre Fortin Sylvie Lalande2 Jean Martin André Monette2 Jacques Simard2 FINANCIAL ASSETS MANAGEMENT COMMITTEE Guy Trépanier, President Marie-Claude Rouleau, Executive Vice-Chair Robert Charpentier, Second Vice-Chair David Boucher, Treasurer Josée Lachapelle, Secretary Julie Proulx, Advisor LABOUR AND SOCIAL DELEGATES AND WORKPLACE HEALTH AND SECURITY OFFICIALS Louise Bergeron, Conrad Bernadel, Nathalie Bilodeau, Ina Corbin, Joanne Daviault, Gilles de Montigny, Michel Desjardins, Linda Di Quinzio, Johanne Dupont, Jacques Grégoire, Robert Montpetit, Jean-Claude Nadon, Robert Paradis, Martin Rivest Yvon Bolduc, Chair Louis Bolduc Pierre Genest 2 Gaétan Morin Michel Pontbriand Michel Thérien2 Nycole Turmel2 1.All investments must be authorized by a governing body, depending on the appropriate economic sector. When an investment reaches a minimum amount of $5 million, it must also be submitted to the Fund’s Board of Directors. 2.Indicates directors who are independent from the Fund and the FTQ. FONDS DE SOLIDARITÉ FTQ | 2010 103 MEMBERS OF OUR COMMITTEES AND BOARDS WHO ARE INDEPENDENT FROM THE FUND AND THE FTQ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 1. PIERRE BOUDREAULT Director and Manager of Mining Companies 2. J.V. RAYMOND CYR Chairman of the Board, Polyvalor Inc., and Corporate Director 3. MICHEL GAUTHIER Consultant and Professor at UQAM 4. PIERRE GENEST Chairman of the Board, SSQ, Mutual Management Corporation and SSQ, Life Insurance Company Inc. 5. NADINE GIRAULT Corporate Director 6. DENIS LABRÈCHE, CA, CBV Partner, Valuation & Business Modelling Services, Ernst & Young 7. PIERRE LAFLAMME Consultant and Corporate Director 8. SYLVIE LALANDE Corporate Director 104 FONDS DE SOLIDARITÉ FTQ | 2010 9. MICHEL M. LESSARD President, Sogexfi Inc., and Corporate Director 10. DENISE MARTIN Corporate Director and Vice-Chair of the Board of Directors, Fonds de solidarité FTQ 11. ANDRÉ MONETTE Advisor in Management, Strategic Planning, Mergers and Acquisitions, and Corporate Finance 12. MICHEL NADEAU Executive Director, Institute for Governance of Private and Public Organizations 13. CLAUDE NORMANDEAU Real Estate Consultant and Corporate Director 14. JEAN PERRON President and Chief Executive Officer, Association des cadres des collèges du Québec 15. JACQUES SIMARD Full Professor, Université Laval, and Director, Cancer Genomics Laboratory at the CHUQ/CHUL Research Centre 16. LOUISE ST-CYR Honorary Professor, HEC Montréal 17. YVON TESSIER Corporate Director 18. MICHEL THÉRIEN Strategic Advisor and Corporate Director 19. NYCOLE TURMEL Corporate Director 20. PIERRE-MAURICE VACHON Corporate Director CONTEXT AND PARAMETERS REPORTING PERIOD AND REPORT BOUNDARY This annual report incorporates, for the first time, the sustainability report of the Fonds de solidarité FTQ, which covers the period from June 1, 2009 to May 31, 2010. It reflects all environmental, social and economic indicators proposed by the GRI, including the core indicators as well as the supplementary indicators for financial institutions, subject to a materiality analysis. All data were collected by a committee responsible for identifying relevant data, and were validated by professionals responsible for the sustainability report. Afterwards, a strict review process involving members of senior management was performed to validate all the information contained in this report. Our report therefore complies with application level A, which is the level requiring the discussion of the highest number of GRI indicators. The report covers a group of direct activities of the Fonds de solidarité FTQ. As each organization is responsible for reporting its activities, the Fund does not have to include its 2,052 partner companies within the boundary of this report. However, in keeping with its mission and values, the Fund encourages, as it always has, its partner companies to adopt responsible behaviours in all respects. Except for certain specific indicators, such as the number of jobs created, maintained or protected, the 16 fonds régionaux de solidarité FTQ and the 86 fonds locaux de solidarité FTQ were not included in this first sustainability report. REPORTING PROCESS This report has been prepared in accordance with the principles proposed by the GRI: materiality, stakeholders inclusiveness, sustain- ability context and completeness. MATERIALITY – We examined all indicators to determine their materiality to the specific situation of the Fonds de solidarité FTQ. We therefore asked ourselves the following questions for each: does the issue at stake contribute to the implementation of the Fund’s strategy? Does it represent a risk or a valuable opportunity? Is it considered significant by our peers and stakeholders? Is it governed by a social standard that has strategic importance to the Fund? The GRI Index, presented on page 107, shows all the indicators used. STAKEHOLDERS – The stakeholders are the individuals and groups who have an impact on the Fonds de solidarité FTQ, who are exposed to the impact of the Fund’s activities or who are interested in the Fund. To gain a good understanding of their concerns and be able to respond to them, the Fund implemented various communication processes. The questions and interests of these stakeholders are essentially related to our savings and investment mission, and we try to answer them as well as possible. Here are the main stakeholders of the Fund – Our top stakeholders are the founders of the Fonds de solidarité FTQ, the Fédération des travailleurs et travailleuses du Québec (FTQ) and its affiliated unions. The FTQ is the largest labour federation in Québec and represents more than a half-million members. As part of its savings mission, the Fund also has institutional relationships with other Québec unions, namely the Centrale des syndicats du Québec (CSQ), the Fédération interprofessionnelle de la santé du Québec (FIQ) and the Confédération nationale des cadres du Québec (CNCQ). – Its shareholders, who entrust it with their retirement savings because they wish to encourage job creation and Québec’s economic and social development, while expecting a reasonable return on their investment. The Fund communicates with them through its Shareholder Services, annual general meeting of shareholders, surveys and other means, such as discussion groups. – Its employees, who are responsible for the sound operation of the Fund and expect from it work environment and conditions that live up to its mission and values. The Fund communicates with them, among other ways, through the Human Resources department, which manages all direct contacts related to human resource management, and also through the Public and Corporate Affairs department, which is responsible for internal communications with employees and implements solutions such as meetings and various other mechanisms specific to internal communication management, including an internal newspaper and an Intranet site. Also added are the 100 or so employees of the members of the Fund network, namely the regional funds, the local funds (the responsible entity) and the Fonds immobilier de solidarité FTQ. – Its local representatives (LRs), who are in daily contact with the shareholders in the workplace and have the capacity to promote the sale of the shares of the Fund and its mission. The LRs act out of conviction, since they believe in the job creation and economic and social development mission resulting from the Fund’s investments. The Fund communicates with them, among other ways, through a department created especially for them that provides them with training, answers their day-to-day questions, takes note of their concerns and takes them into consideration. FONDS DE SOLIDARITÉ FTQ | 2010 105 C O N T E X T A N D PA R A M E T E R S ( C O N T I N U E D ) – All the business partners, namely the entrepreneurs who manage the partner companies, as well as the directors, the suppliers, the managers and the thousands of employees of these partner companies. Not only do they expect from the Fonds de solidarité FTQ supplemental development capital, they expect value-added services that focus on growth. The Fund communicates with them through various liaison mechanisms, in particular by sitting on the boards of directors of these companies and, with respect to their employees, by providing economic training. – Québec society, particularly the Québec Ministry of Finance, the Québec Ministry of Economic Development, Innovation and Export Trade, and the Autorité des marchés financiers, and, in addition to these, the Canada Ministry of Finance and Industry Canada. They all expect the Fund to participate in the objective of growing the Québec economy. The Fund communicates with them formally and as necessary, to keep them informed of its activities and discuss topics mainly related to economic development. Finally, as a privileged player in Québec society, and especially as an investor in companies and promoter of retirement savings, the Fonds de solidarité FTQ participates in many forums that bring together members of the civil society (in particular the business community) all across Québec. The main goal of this participation is to support development initiatives that are consistent with the mission of the Fund. 106 FONDS DE SOLIDARITÉ FTQ | 2010 SUSTAINABILITY CONTEXT AND COMPLETENESS – This report is presented in the social and economic context specific to Québec. Its boundary and the treatment of the main themes and indicators present fairly, in the opinion of the Fund’s management, the economic, social and environmental impact of the Fund on Québec society. MARKETING COMMUNICATIONS All our marketing communications are managed to thoroughly inform the public about its rights and obligations with respect to the products and services offered by the Fund. The Fonds de solidarité FTQ ensures that it complies with the rules and standards in effect in that respect and makes certain verifications with the Autorité des marché financiers, as needed. The Fund is particularly proud of the compliance of its LRs and employees with the rules in effect and the respect of its shareholders’ rights. No complaints were made against the Fund and no fines were imposed on it with respect to the distribution of its shares to the public. QUESTIONS? This report helps measure and summarize our sustainability performance. It will allow us to set improvement targets from a social, environmental and economic point of view. It is also a privileged tool to engage our stakeholders. Conse- quently, we welcome your questions and comments. Please do not hesitate to communicate with us. Here is our contact information: Public and Corporate Affairs Department Fonds de solidarité FTQ 545 Crémazie Blvd. East Montréal, Québec H2M 2W4 Telephone: 514 383-8383 www.fondsftq.com THE GRI INDEX In addition to providing the information needed to understand the Fund’s profile and strategies, we analyzed 66 indicators of which we selected around 50 that are key or material to the activities of the Funds. They include some supplementary indicators for financial institutions. This index helps locate where in the annual and sustainability report the selected indicators are discussed. To better understand these indicators, please visit the GRI Website at www.globalreporting.org. We have also linked certain sections of the report with the 10 principles of the United Nations Global Compact. ASPECT GRI INDICATOR PAGE COMMENTS GLOBAL COMPACT STRATEGY AND PROFILE STRATEGY AND ANALYSIS 1.1, 1.2 2, 4-5, 33-35 ORGANIZATIONAL PROFILE 2.1-2.10 1, 9, 11-13, 15-16, 17, 33, 39-41, 47-48, 56, HIGHLIGHTS REPORT PARAMETERS 3.1-3.9, 3.12 105-107 GOVERNANCE 4.1-4.10 6-7, 26, 47-49, 100-104 4.10: A PRINCIPLE 10 COMMITMENTS TO EXTERNAL INITIATIVES 4.11-4.13 4-5, 9-10, 101, 105-109 PRINCIPLES 1-10 STAKEHOLDER ENGAGEMENT 4.14-4.17 5, 11, 14, 105-106, 108-109 ECONOMIC ECONOMIC PERFORMANCE EC1-EC4 3, 15-16, 30-32, 52-55, 72-73 PRINCIPLE 7 MARKET PRESENCE EC6, EC7 16, 26 PRINCIPLE 6 INDIRECT ECONOMIC IMPACTS EC8, EC9 9-10, 15-16 ENVIRONMENTAL MATERIALS EN1, EN2 22-23 PRINCIPLES 8-9 ENERGY EN3, EN4 23 PRINCIPLE 8 WATER EN8 24 PRINCIPLE 8 BIODIVERSITY EN11, EN12 21 PRINCIPLES 7-8 EMISSIONS, EFFLUENTS, AND WASTE EN16, EN17, EN19-EN23 23-24 PRINCIPLE 8 PRODUCTS AND SERVICES EN26, EN27 B COMPLIANCE EN28 24 PRINCIPLES 7-8 SOCIAL LABOUR PRACTICES, SOCIAL RELATIONS, AND DECENT WORK EMPLOYMENT LA1, LA2 26 PRINCIPLE 6 LABOUR/MANAGEMENT RELATIONS LA4, LA5 25-26 PRINCIPLES 1-6 OCCUPATIONAL HEALTH AND SAFETY LA7, LA8 25-26 C PRINCIPLES 1-2 TRAINING AND EDUCATION LA10 26 DIVERSITY AND EQUAL OPPORTUNITY LA13, LA14 25-26, 102 PRINCIPLES 1, 6 HUMAN RIGHTS INVESTMENT AND PROCUREMENT PRACTICES HR1, HR2 6-7 D PRINCIPLES 1-10 NON-DISCRIMINATION HR4 G PRINCIPLES 1-2, 6 FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING HR5 G PRINCIPLES 1-3 CHILD LABOUR HR6 E PRINCIPLES 1-2, 5 FORCED AND COMPULSORY LABOUR HR7 E PRINCIPLES 1-2, 4 SOCIETY COMMUNITY SO1 6-7, 9-10 CORRUPTION SO2-SO4 6-7, 100-101 PRINCIPLE 10 PUBLIC POLICY SO5 106 PRINCIPLES 1-10 COMPLIANCE SO8 G PRODUCT RESPONSIBILITY CUSTOMER HEALTH AND SAFETY PR1 F PRINCIPLE 1 PRODUCT AND SERVICE LABELING PR3 A PRINCIPLE 8 MARKETING COMMUNICATIONS PR6 106 COMPLIANCE PR9 A SECTOR SUPPLEMENT (FINANCIAL SERVICES) PRODUCT AND SERVICE IMPACT SPECIFIC DISCLOSURE ON MANAGEMENT APPROACH FS1-FS5 6-7, 22-26, 100-101 PRODUCT AND SERVICE IMPACT INDICATORS PRODUCT PORTFOLIO FS6-FS8 6-10, 22-24, HIGHLIGHTS AUDIT FS9 6-7, 47, 100-101 PRINCIPLES 1, 3-8, 10 ACTIVE OWNERSHIP FS10-FS12 6-7, 100-101 PRINCIPLES 1-10 SOCIETY COMMUNITY FS13, FS14 11-14 PRODUCT PERFORMANCE PRODUCT AND SERVICE LABELING FS15, FS16 7-8, 26 FS15: A The indicators B to F, although material, do not apply to the nature of the activites of the Fonds de solidarité FTQ. A.See the prospectus, the annual information form and the notice of meeting to the annual general meeting of shareholders. B.EN26, EN27: The Fund does not manufacture or sell products and does not offer services that have significant direct environmental impacts. C.LA8: A very organized healthcare system exists in Québec; in addition, the Fund implemented a structured awareness plan for its employees during the H1N1 flu outbreak in 2009. D.HR2: Substantially all of the Fund’s suppliers are located in Canada, where respect of human rights is a regulated issue. E.HR6, HR7: Child labour and forced and compulsory labour are regulated issues in Canada. F. PR1: The Fund’s services have no negative impact on the health or safety of the users of these services. G.No case identified. FONDS DE SOLIDARITÉ FTQ | 2010 107 EDITORS COLLABORATORS Suzanne Hamel André McDonald Mario Tremblay Daniel Bourcier Robert Charpentier Roch Dutil François Girard Alain Houle Hubert Lavigueur Sylvain Masse Louise Sauvé WRITER Suzanne Hamel MANAGEMENT DISCUSSION AND ANALYSIS PHOTOGRAPHER DESIGNER Yves Lacombe Gauthier Designers Editor Sylvain Paré Writer Ricardo Espera TRANSLATOR Jean Marois WE WOULD LIKE TO THANK EVERYONE WHO CONTRIBUTED TO THE PRODUCTION OF THIS DOCUMENT. Printed by the unionized workers of Transcontinental Litho Acme on Rolland Enviro 100 paper made in Québec using biogas energy, EcoLogo and FSC Recycled certified and containing 100% recycled post-consumer fibre. 100 % 108 FONDS DE SOLIDARITÉ FTQ | 2010 OUR NETWORK OF COMMITMENTS The Fonds de solidarité FTQ developed and maintained, throughout the years, relationships with around fifty organizations and associations that are very keen to represent, in a responsible manner, the social and economic interests of individuals, communities and SMEs. Here are some of them: MANUFACTURIERS ET EXPORTATEURS DU QUÉBEC (MEQ) INSTITUTE FOR GOVERNANCE OF PRIVATE AND PUBLIC ORGANIZATIONS (IGPPO) MEQ is the largest business and industrial association in Québec. It pursues various objectives: defending the interests of manufacturers and exporters; establishing a more competitive business environment; offering crucial and timely business information; connecting its members to business opportunities; consolidating leadership through best practices; and using networks to promote the success of businesses. The Fund supports the annual activities of this important network. A joint initiative of HEC Montréal and Concordia University (The John Molson School of Business), the IGPPO is a centre for excellence both in Canada and worldwide for governance research and training and a centre for the study of best practices at the senior management level. The Fund chose this organization to develop and provide a training program tailored to SME boards of directors. INSTITUTE OF CORPORATE DIRECTORS (ICD) With a view to enhancing the quality of directorships in Canada, the ICD acts as a valuable resource for corporate directors, providing members with the latest information on governance trends. The Fund supports the activities of the ICD because this organization, through its various training programs, helps corporate directors improve their skills and therefore contribute to creating value for the companies of which they are directors. QUESTION RETRAITE Question Retraite is the first publicprivate not-for-profit consortium dedicated to the promotion of financial security at retirement. Comprised of several partners from the union, employer, financial, academic and government sectors, Question Retraite aims at educating the largest number of Quebeckers possible about the importance of being financially well-prepared for retirement. Through the information, tools and awareness activities, it offers – such as the Mois de la planification de la retraite, held each October and in which the Fonds de solidarité FTQ is actively involved – Question Retraite hopes to change the behaviour of Quebeckers towards retirement so they can maintain, when the time comes, an acceptable standard of living. RÉSEAU CAPITAL Réseau Capital is the only private equity association that brings together all stakeholders in the investment chain. The mission of Réseau Capital is to contribute to the development and efficient operation of the private equity industry, which plays a major role in the development and financing of businesses in Québec. Founded in 1989, Réseau Capital works to promote the private equity industry in Québec through activities in five areas: training, information, networking, promotion and representation. PLANETAIR Helping individuals, corporations and institutions reduce their climate footprint is the objective of Planetair, a not-for-profit service offered by the Unisféra International Center. The goals of Planetair are to raise the awareness of social players about how their day-to-day activities impact the climate and to foster the behavioural changes required to reduce their greenhouse gas (GHG) emissions. Concerned with its environmental impact, the Fonds de solidarité FTQ called on Planetair, for a fourth consecutive year, to ensure that its annual general meeting of shareholders is, once again, “carbonneutral”. Planetair will calculate the quantities of GHG emissions related to the participants’ transportation, lodging and meals. Once this number is determined, the Fund will pay a certain amount for each tonne of GHG, and Planetair will invest this amount in renewable energy or energy efficiency programs that directly reduce GHG emissions at their source. HEC MONTRÉAL – CHAIR OF SME DEVELOPMENT AND SUCCESSION The Chair’s directive is to thoroughly investigate the sustainability of SMEs and, especially the transfer of businesses to successors. This research is based on three principal lines of inquiry: the development of SMEs (sound management, growth and finance); women entrepreneurs; and the replacement of the entrepreneur/ manager – vital for the continuation of the SME. The Fonds de solidarité FTQ is proud to be a partner of the Chair and to have been involved in developing and putting online the From Success To Succession Website, that is intended for individuals considering the purchase or the sale of a business (www.fromsuccesstosuccession.com). MOUVEMENT D’ÉDUCATION ET DE DÉFENSE DES ACTIONNAIRES (MÉDAC) The MÉDAC is the most active organization in Canada with respect to the protection and defence of minority shareholders’ rights through the submission of shareholder proposals and position papers, research and financial education. It thus helps organizations improve their sound governance. The Fonds de solidarité FTQ is proud to support the annual activities of the MÉDAC. In addition, Mr. Fernand Daoust, Special Advisor to the President of the Fund and Honorary President of the FTQ, is Vice-Chair of the Board of the MÉDAC. FONDS DE SOLIDARITÉ FTQ | 2010 109 THE LIFE CYCLE OF THE PURCHASE OF A SHARE OF THE FONDS DE SOLIDARITÉ FTQ A S AT M AY 3 1 , 2 0 1 0 SHAREHOLDERSOWNERS 577,511 NET ASSETS $7,294 M JOBS CREATED, MAINTAINED OR PROTECTED 150,133 PARTNER COMPANIES 2,052 FONDS DE SOLIDARITÉ FTQ THE FUND AND ITS NETWORK: LOCAL FUNDS REGIONAL FUNDS REAL ESTATE FUND INVESTMENTS IN COMPANIES $4,784 M SPECIALIZED FUNDS SERVICES TO SHAREHOLDERS AND LR NETWORK ECONOMIC TRAINING www.fondsftq.com Suite 200 545 Crémazie Blvd. East Montréal, Québec H2M 2W4 Telephone: 514 383-8383 Fax: 514 383-2502 Toll free: 1 800 361-5017 Shareholder Services Montréal: 514 383-3663 Toll free: 1 800 567-3663 Legal deposit – 3rd quarter 2010 Bibliothèque nationale du Québec National Library of Canada Ce document est également disponible en français. B-08-00-0222