In keeping with contemporary practices in good corporate governance, Capital PowerCorporation 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.

Board Terms of Reference

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. 

Board of Directors

	Donald Lowry		Brian Vaasjo
	Albrecht Bellstedt		William Bennett
	Brian Bentz		Hugh Bolton
	Richard Cruickshank		Philip Lachambre
	Doyle Beneby		Allister McPherson
	Robert Phillips		Peggy Mulligan

Committees of the Board 

Committees of the Board include the:

• Audit Committee; 
• Corporate Governance, Compensation and Nominating (CGCN) Committee; and the 
• Health, Safety and Environment  (HS&E) Committee. 

The Audit Committee and the HS&E Committee are composed entirely of independent directors. The CGCN Committee is composed of a majority of independent directors. All committees have written terms of reference.

Capital Power L.P. had a Keephills 3 Project Oversight Committee, which provided oversight for the construction of the Keephills 3 project, which achieved COD on September 1, 2011. The Committee ceased to exist as a committee on November 23, 2011. 

Last reviewed: February 12, 2013