Capital Power is committed to responsible corporate governance. We believe that effective governance is a major contributor to long-term performance and investor confidence. Our governance practices promote accountability and transparency, and support good decision making in the interest of all of our stakeholders. The effectiveness of Capital Power’s corporate governance starts with our Board of Directors and we have a Board with the skills and experience necessary to ensure these practices are followed.
Board Roles and Responsibilities
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, including opportunities, risks and sustainability of the business, 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.
The Board also ensures that management’s plans and activities are consistent with our values. Our company values are the values of our people. Together, we are focused on the future. Our vision is to be recognized as one of North America’s most respected, reliable and competitive independent power producers and a trusted resource for cost-effective, future-focused energy.
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.
Corporate Governance Practices
The Board has approved a Corporate Governance Policy outlining the Corporation’s governance practices, a Board 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 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:
Capital Power Corporation
1200, 10423 – 101 Street NW
Edmonton, AB T5H 0E9
Email: [email protected]
Board Composition and Independence
The Board of Directors is required to have a minimum of three and a maximum of 12 directors. As of April 26, 2019, the Board consists of nine Directors, five men and four 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, President and Chief Executive Officer of Capital Power, 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.
The three standing committees of the Board include the following:
- Audit Committee
- Corporate Governance, Compensation and Nominating Committee
- Health, Safety and Environment Committee
All of the members of the committees are independent.
|Board Member||Doyle Beneby||Jill Gardiner||Kelly Huntington||Don Lowry (Board Chair)||Jane Peverett||Robert Phillips||Kate Stevenson||Keith Trent||Brian Vaasjo|
|Corporate, Governance, Compensation, & Nominating Committee||X||Chair||X||ex-officio||X||X|
|Health, Safety & Environment Committee||X||ex-officio||X||X||Chair|
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.
Link between Compensation and Corporate Performance
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 membership retainers, 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.
Copies of Capital Power’s current by-laws are available for download. Please note that by-law No. 1 was repealed, effective June 24, 2009.
Articles of Incorporation and Amendment
Capital Power’s certificate and articles of incorporation, and all certificates and articles of amendment are available for download.