Responsible GOVERNANCE

We believe that effective governance is a major contributor to long-term performance and investor confidence.

Governance practices

Our corporate governance practices are consistent with the following, as adopted by the Canadian Securities Administrators:

• National Policy 58-201 — Corporate Governance Guidelines (NP 58-201)
• National Instrument 58-101 — Disclosure of Corporate Governance Practices (NI 58-101)
• National Instrument 52-110 — Audit Committees (NI 52-110)
• National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings (CSox)
• Form 58-101F1 — Corporate Governance Disclosure (58-101F1)

Governance highlights

• Voting is by individual director. We have a majority voting policy and we disclose the voting results on all items of business within five business days of a shareholder meeting
• We maintain separate chair and CEO positions so the board can function independently and monitor management’s decisions and actions and effectively oversee our affairs
• The majority of our board (83%) is independent
• The chair of the board and the chair of the Capital Power nominated directors (chair of the non-EPCOR elected directors) are independent
• The board has developed clear position descriptions for the chair of the board, chair of the non-EPCOR elected directors, each committee and the CEO
• Our Audit Committee is 100% independent
• Four of the five members of our Corporate Governance, Compensation and Nominating Committee are independent
• Directors must meet share ownership requirements within five years of joining the board (three times their annual cash and equity retainer in Capital Power DSUs and/or common shares)
• Our board has a formal, written mandate
• Directors meet regularly without management present (in-camera)
• We expect 100% attendance of our directors. The Corporate Governance, Compensation and Nominating Committee reviews the attendance record to ensure directors have attended at least 80% of board meetings and their respective committee meetings
• The board has adopted a written code of business conduct and ethics, and monitors our compliance with it
• The board oversees strategic planning, risk management, succession planning and leadership development
• We conduct an advisory vote on executive compensation, giving shareholders a "say on pay"
• We adopted an incentive claw back policy and anti-hedging policy, further aligning the interests of executives and shareholders
• We have orientation and continuing education programs for our directors
• We maintain a skills matrix to assist in planning, developing and managing the skills and competencies of the board
• Board, committee and individual director assessments are conducted every year

More Governance details are available in our comprehensive Corporate Governance Policy and our Management Proxy Circular.