We believe that effective governance is a major contributor to long-term
performance and investor confidence.
In keeping with contemporary practices of good corporate governance, Capital Power has a
board of 10 directors, nine of whom are independent for the purposes of
National Instrument 58-101.
The Board of Directors (the board) is responsible for the stewardship of Capital Power by providing independent, effective leadership to supervise the management of Capital Power’s business and affairs and to grow value responsibly, in a profitable and sustainable manner. The board is responsible for:
Management selection, retention, succession, and remuneration;
Overseeing the development of the company’s business strategy and monitoring its progress;
Approving significant company policies and procedures;
Overseeing timely and accurate reporting to shareholders and public filing of documents; and
Approving major company decisions, such as: budgets; acquisitions; major capital expenditures; and documents, including such things as audited financial statements, declarations of dividends, offering circulars, and initiation of bylaw amendments.
Capital Power also has terms of reference for individual directors that outline the personal and professional characteristics required for all directors, and which is used as the basis for performance evaluation and recruitment.
The board has approved a Corporate Governance Policy outlining the Corporation’s governance practices, a Diversity Policy recognizing the benefits of having a diverse Board of Directors, an Independent Compensation Consultant Policy that sets out guidelines for the relationship between the committee, management and the independent consultant, and a Board Shareholder Engagement Policy which provides an avenue for contact between the Board and shareholders regarding governance related concerns. We encourage shareholders to review the Policies and contact the Board in writing or by e-mail at:Board OfficeCapital Power Corporation1200, 10423 – 101 Street NWEdmonton, AB T5H 0E9Email:
Our corporate governance practices are intended to meet or exceed the rules and guidelines of Canadian securities regulators, which include the following:
The Board of Directors is required to have a minimum of three and a maximum of 12 directors. As of April 27, 2018, the board consists of nine directors, six men and three women, all of whom were elected by common shareholders at Capital Power's annual meeting. Of the nine directors, eight are independent for the purposes of National Instrument 58-101.
Mr. Lowry is Chair of the Board and is independent. The board has adopted terms of reference for the Chair that sets out the Chair’s responsibilities and principal duties. The Chair functions in a leadership capacity and has the statutory authority to preside over meetings of the Board. As part of performing this function, the Chair has the duty to support and assist the CEO and work with the CEO to develop and maintain productive relationships with all stakeholders and ensure the board represents and protects the interest of shareholders.
The board has determined that all of the directors, except Mr. Vaasjo, are independent within the meaning of applicable Canadian securities laws, on the basis that they do not have any direct or indirect relationship with the company that could, in the view of the board, be reasonably expected to interfere with the exercise of their independent judgment.
All of the members of the committees are independent.
In accordance with its terms of reference, each committee is responsible for overseeing certain corporate governance matters and making appropriate recommendations to the board. Each committee is committed to meeting or exceeding governance standards set out by various regulatory authorities and governance policy-makers, including the Canadian Securities Administrators’ instruments relating to corporate governance.
To ensure alignment with the interests of shareholders, board directors and named executive officers are subject to share ownership guidelines, disclosed in the most recent Management Proxy Circular.
The company’s practices regarding compensation for directors are designed to attract and retain the most qualified individuals to serve on the board, to reflect the size and complexity of the industry, and to reinforce the emphasis the company places on aligning directors’ compensation with the interests of shareholders.
The company provides its directors with a compensation package consisting of an annual retainer, committee and meeting fees, and equity-based compensation in the form of deferred share units (DSUs).
Non-employee directors can elect to receive a portion of their annual retainer in the form of DSUs and are also subject to share ownership guidelines that require ownership of Common Shares and/or DSUs with an acquisition or market value equivalent to not less than three times the aggregate value of their annual cash and equity retainer.
Directors have five years from their respective dates of appointment to accumulate the required number of Common Shares and/or DSUs.
Below are copies of Capital Power Corporation’s current effective by-laws. By-law No. 1 was repealed effective June 24, 2009.
Below are copies of Capital Power’s certificate and articles of incorporation, and all certificates and articles of amendment.