In keeping with contemporary practices in good corporate governance, Capital Power Corporation has a board of 12 directors, 10 of whom are independent for the purposes of National Instrument 58-101. The Board of Directors operates under a formal Terms of Reference document, which is attached as Appendix A to Capital Power Corporation's Management Proxy Circular for the 2010 Annual Meeting, which is filed on SEDAR.

To ensure the alignment of interests with shareholders, the directors and named executive officers are subject to share ownership guidelines as indicated in the final prospectus and Capital Power Corporation's Management Proxy Circular, as filed on SEDAR.

Committees of the Board include the Audit Committee and Corporate Governance, Compensation and Nominating (CGCN) Committee – both of which are composed of a majority of independent directors and have written terms of reference – as well as the Environmental, Health and Safety Committee and Keephills 3 Project Oversight Committee.

Back row (left-right): Richard Cruickshank, Hugh Bolton, Allister McPherson, Brian MacNeill, Janice Rennie, Brian Bentz, Brian Vaasjo, Albrecht Bellstedt, William Bennett Front row (seated, left-right): Robert Phillips, Don Lowry, Philip Lachambre

   

Board of Directors

Donald Lowry, Chairman, EPCOR Nominee
Donald Lowry is the President and Chief Executive Officer of EPCOR Utilities Inc., a position he has held since January 1998. Prior to joining EPCOR, Mr. Lowry spent more than 20 years in the telecommunications industry, including six years as President and Chief Operating Officer of Telus Communications Inc.

Mr. Lowry graduated from the University of Manitoba with a Bachelor of Commerce degree (Honours), followed by a Master of Business Administration degree. He is a graduate of the Harvard Advanced Management Program and the Banff School of Management.

Mr. Lowry is past chair of the Canadian Electricity Association, the non-executive chair of Canadian Oil Sands Trust, and serves as director on several other Boards, including, the Conference Board of Canada, Alberta Economic Development Authority, and the Canadian Electricity Association.  Mr. Lowry also serves as a director of the Telus Community Foundation and was recognized in 2010 as Alberta Venture’s Business Person of the Year.

 

Brian Vaasjo
Brian Vaasjo has been President and Chief Executive Officer of Capital Power Corporation since July 2009.  Mr. Vaasjo was Executive Vice President of EPCOR Utilities Inc. until July 2009, and was President of EPCOR's Energy Division from July 2001 to April 2005. He was chiefly responsible for regional power generation and water operations. One of his primary responsibilities was advancing the company's competitive power and water businesses across North America, including the clean coal initiatives. Mr. Vaasjo was also President of Capital Power Income L.P. (CPILP) from September 2005 until July 2009.  He is currently the Chair and a director of CPILP's general partner.

Mr. Vaasjo joined EPCOR in 1998 as Executive Vice President and Chief Financial Officer. He led EPCOR's initial public offering of debentures and preferred shares. After joining EPCOR, Mr. Vaasjo was responsible for EPCOR's development and acquisition activity for most of his tenure with EPCOR, including the Genesee 3 project and the UE Waterheater Income Fund spin-off. Before joining EPCOR, Mr. Vaasjo spent 19 years with the Enbridge Group of Companies. At Enbridge, he led or played a substantial role in the Consumers Gas acquisition, development of the Alliance and Vector Natural Gas Pipelines, and the initial public offering of the Lakehead Pipeline Partners LP, among other initiatives.

Mr. Vaasjo holds a Master of Business Administration from the University of Alberta, where he also received his undergraduate degree, and he also attended the University of Western Ontario Executive Program.

Mr. Vaasjo is a Fellow of the Society of Management Accountants. He is a past Chairman of the Board of the United Way, Alberta Capital Region, a member of the Financial Executives Institute of Canada, and is a board member for the Alberta Shock Trauma Air Rescue Society.

 

Albrecht Bellstedt
Albrecht Bellstedt has been self-employed as a professional director since February 2007.  Previously, Mr. Bellstedt served as Executive Vice President and General Counsel of TransCanada Corporation and a predecessor corporation from January 1999 until retiring in February 2007. Prior to that, he was a transactional lawyer in private practice for 27 years.

Mr. Bellstedt currently serves on the boards of The Forzani Group Ltd., Canadian Western Bank, and The Churchill Corporation. He has served on various other for-profit boards (including TC PipeLines, L.P., Sun Times Media Group, Inc., Atlas Cold Storage Income Fund, and LSI Logic Corporation of Canada, Inc.) and also not-for-profit boards (including the Alberta University Hospital Foundation, the Edmonton Symphony Orchestra and the Banff Centre).

 

William Bennett
William Bennett is presently semi-retired. Mr. Bennett has held numerous positions as a corporate director. He is currently a director of TD Bank Financial Group and of TD Bank U.S. Holding Co.

Mr. Bennett is the former President and Chief Executive Officer of Draper & Kramer, Inc., a Chicago-based financial services and real estate company. Previously, he served as Executive Vice President and Chief Credit Officer of First Chicago Corp. and its principal subsidiary, the First National Bank of Chicago. Mr. Bennett has been a private investor since 1998.

Mr. Bennett holds an undergraduate degree in Economics from Kenyon College and a Master of Business Administration from the University of Chicago.

Mr. Bennett is a former director of Nuveen Investments Bond and Mutual Funds and currently serves on several non-profit boards in the U.S., including Kenyon College, DePaul University, YMCA of Metropolitan Chicago, Lincoln Park Zoo, Sprague Memorial Institute ,and The Lincoln Academy of Illinois.

 

Brian Bentz
Brian Bentz is a business consultant (and proprietor of Brian Bentz Consulting) who provides advisory management services to AMEC plc and who acts as an independent corporate director. Mr. Bentz retired in 2008 after a 38-year career in the engineering and project management industry, during which time he held several executive positions including President, Oilsands and Mining, of Amec Americas Inc.; President, Project Investments Americas and Director of Business Development in the United Kingdom; member of the board of directors for AMEC Project Investments Limited (the AMEC company group responsible for developing and operating Private Finance Initiatives (Public Private Partnerships); President, Special Projects Group, Agra Inc.; and President and Chief Executive Officer of Simons International Corporation.

Mr. Bentz has served as a director of several corporations including Czar Oil and Gas Corporation, Seacliff Construction Corporation and B.C. Telecom Inc.  Mr. Bentz currently acts as a director of MacDonald, Dettwiler and Associates Ltd., of Partnerships British Columbia and Vancouver Airport Authority (YVR).

Mr. Bentz has been a Chartered Accountant since 1969, and holds a Bachelor of Science degree from University of British Columbia.

 

Hugh Bolton EPCOR Nominee
Hugh Bolton is the Non-Executive Chair of the Board of Directors of EPCOR Utilities Inc. Prior to his appointment as Chair of the EPCOR Utilities Inc. Board of Directors on January 1, 2000, and after his retirement as Chairman & Chief Executive Partner of Coopers & Lybrand Canada, Chartered Accountants on January 1, 1998, Mr. Bolton continued as a financial consultant with PricewaterhouseCoopers until December 2000. Mr. Bolton also currently serves as a director of CN Rail Company Limited, Teck Resources Limited, WestJet Airlines Limited, TD Bank Financial Group, and the Alberta Shock Trauma Air Rescue Society.

Mr. Bolton holds an undergraduate degree in economics from the University of Alberta. He is a chartered accountant and fellow of the Alberta Institute of Chartered Accountants. In 2006, he was honoured as a Fellow of the Institute of Corporate Directors. In 2010 he received a “Lifetime Achievement Award” from the Alberta Institute of Chartered Accountants.

 

Richard Cruickshank
Richard Cruickshank currently serves as a senior partner with the national law firm, Fraser Milner Casgrain LLP. Prior to the merger of Cruickshank Karvellas with Fraser Milner Casgrain LLP in 2000, Mr. Cruickshank had, for 20 years, served as a member of the executive committee and, periodically, as the managing partner of Cruickshank Karvellas.

Mr. Cruickshank has practiced primarily in the tax and corporate law areas for 35 years and has served as President of the Edmonton Bar Association, member of the Board of the Edmonton Chamber of Commerce, Secretary to the Board of the Edmonton Community Foundation and Chair and member of the Board of Trustees of the University Hospital Foundation.  He currently serves as a director of Familiae Emptor Equities Ltd.

Mr. Cruickshank attended Brown University and the University of Winnipeg from which he received a Bachelor of Arts (Economics) followed by his LL.B. from the University of Manitoba. 

 

Philip Lachambre
Philip Lachambre is currently President of PCML Consulting Inc., a position he has held since February, 2007. Mr. Lachambre has held many positions in the oil and gas, mining and construction sectors during his 39-year career, 31 of which were at Syncrude Canada Inc. where he was appointed to the position of Executive Vice President and Chief Financial Officer in 1997, which he held until his retirement in 2007. Mr. Lachambre's areas of responsibility have included corporate strategy and business planning, controllers, treasury and pension, legal and regulatory affairs, corporate environment, health and safety, mine closure and reclamation, business development, government and public affairs, investor and stakeholder relations, human resources, procurement and contracts, information services and technology, aboriginal affairs, corporate aviation and housing construction, property management and maintenance.

Mr. Lachambre holds a Bachelor of Commerce degree from the University of Alberta, is a Certified Professional Purchaser, and is a graduate of the Executive Management Program of the University of Western Ontario.

Mr. Lachambre is active in a number of local community organizations and boards, including the boards of Flint Energy Services Ltd., GLM Industries LP and the University Hospital Foundation.  Mr. Lachambre has served on the Audit Committee of Flint Energy Services Ltd. since 2008 and on the Audit Committee of GLM Industries LP since 2007.

 

Brian MacNeill
Brian MacNeill is currently a corporate director.  Prior thereto, Mr. MacNeill held the position of Acting Chief Executive Officer of Oilsands Quest Inc. from September 2010 to January 31, 2011. He was President and Chief Executive Officer of Enbridge Inc. from 1991 until his retirement in July 2000, and was Chairman of the Board of Directors of PetroCanada from June 2000 until August 2009. Mr. MacNeill currently holds board positions with Suncor Energy Inc., Oilsands Quest Inc., West Fraser Timber Co. Ltd., and Telus Corporation.

Mr. MacNeill is a member of the Alberta and Ontario Institutes of Chartered Accountants, the Financial Executives Institute, and is also a fellow of the Canadian Institute of Chartered Accountants. In 2000, Mr. MacNeill was awarded the University of Calgary's Distinguished Business Leader Award and the Canadian Business Leader Award from the University of Alberta's School of Business in 2002. He was admitted to the Alberta Junior Achievement Business Hall of Fame in 2001 and the Canadian Petroleum Hall of Fame in 2002. In 2005, he was awarded the Lifetime Achievement Award from the Institute of Chartered Accountants of Alberta and honoured as a Fellow of the Institute of Corporate Directors.

 

Allister McPherson EPCOR Nominee
Allister McPherson served as Executive Vice President of Canadian Western Bank from March 1997 until his retirement in November 2005 and was Deputy Provincial Treasurer (Finance and Revenue) for the Province of Alberta from 1984 to 1996..

Mr. McPherson is currently an external member of the University of Alberta's Investment Committee, a director of The Churchill Corporation, a director of EPCOR Utilities Inc. and a member of the Edmonton Regional Advisory Board of the Alberta Motor Association. He is a past Chair of the Board of the Alberta Credit Union Deposit Guarantee Corporation, a past director and Vice Chair of the Edmonton Regional Airports Authority, a past governor of Northern Alberta Institute of Technology, and a past Chair of the Endowment Fund Policy Committee of Alberta Finance.

Mr. McPherson has served on the Audit Committee of EPCOR Utilities Inc. since 2008 and The Churchill Corporation since 2009.

Mr. McPherson holds a Master of Science degree from the University of British Columbia.

 

Robert Phillips EPCOR Nominee
Robert Phillips is the president of R.L. Phillips Investments Inc. and was previously President and Chief Executive Officer of the BCR Group of Companies from March 2001 to July 2004. Mr. Phillips practiced corporate law for 15 years and has served in senior executive positions with Husky Oil, Dreco Energy Services, PTI Group, and MacMillan Bloedel Limited.

Mr. Phillips serves on the boards of several Canadian corporations, including Axia NetMedia Corporation, Terra Vest Income Fund, Canadian Western Bank, Precision Drilling Corporation (also chairman of the board), West Fraser Timber Co. Ltd., MacDonald, Dettwiler and Associates Ltd. (also Chairman of the Board), R.L. Phillips Investments Inc. (also President) and EPCOR Utilities Inc.

Mr. Phillips received degrees in Chemical Engineering and Law from the University of Alberta.

 

Janice Rennie
Janice Rennie is an independent director and business advisor. She has held senior management positions with a number of companies including, most recently, as Senior Vice President of Human Resources and Organizational Effectiveness at EPCOR Utilities Inc. from 2004 to 2005. Ms. Rennie was also Principal of Rennie & Associates, which operated a number of business interests, and she has served as President of Research Technology Management Inc. and of Bellanca Developments Ltd., and as Senior Vice President of Princeton Developments Ltd., all private companies.

Ms. Rennie has served as Corporate Director for various for-profit and not-for-profit organizations. She currently serves on the boards of Greystone Capital Management Inc., Methanex Corp., West Fraser Timber Co. Ltd., Teck Resources Limited, and Major Drilling Group International Inc. In addition, Ms. Rennie has served on the boards of the Alberta Stock Exchange, Canadian Hotel Income Properties REIT, EPCOR, EPCOR Preferred Equity Inc., NOVA Chemicals Inc., bcIMC Hotel Group, Weldwood of Canada Limited, and Matrikon Inc.  Ms. Rennie serves on the Audit Committee for West Fraser Timber Co. Ltd. (since 2004), the Audit Committee for Greystone Management Inc. (since 2005), the Audit, Finance and Risk Committee of Methanex Corp. (since 2006), the Audit Committee of Teck Resources Ltd. (since 2007), and on the Audit Committee of Major Drilling Group International Inc. (since 2010).

Ms. Rennie attended the University of Alberta where she received her Bachelor of Commerce (with distinction), her Chartered Accountant designation and thereafter was made a fellow of the Alberta Institute of Chartered Accountants.

 Last updated: September 14, 2011