Corporate Responsibility Report 2013


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 for 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 (>81%) 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 deferred share units and/or common shares). Capital Power’s executive officers must also meet share ownership requirements.
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, to give shareholders a say on pay.
We adopted an incentive clawback policy and anti-hedging policy to further align 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 and committee director assessments are conducted every year.

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

Halkirk Wind, AB.

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