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
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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. |
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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. |
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The majority of our board (>81%) is independent. |
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The chair of the board and the chair of the Capital Power nominated directors (chair of the non-EPCOR elected directors) are independent. |
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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. |
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Our Audit Committee is 100% independent. |
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Four of the five members of our Corporate Governance, Compensation and Nominating Committee are independent. |
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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. |
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Our board has a formal, written mandate. |
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Directors meet regularly without management present (in-camera). |
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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. |
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The board has adopted a written code of business conduct and ethics and monitors our compliance with it. |
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The board oversees strategic planning, risk management, succession planning, and leadership development. |
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We conduct an advisory vote on executive compensation, to give shareholders a say on pay. |
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We adopted an incentive clawback policy and anti-hedging policy to further align the interests of executives and shareholders. |
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We have orientation and continuing education programs for our directors. |
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We maintain a skills matrix to assist in planning, developing, and managing the skills and competencies of the board. |
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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.