Overview

We have long recognized the importance of good corporate governance. This is partly because our principal businesses – pipelines and gas distribution – are regulated at the state, provincial or federal level. We operate under stakeholder scrutiny and are expected to maintain the highest standards of governance. Through our commitment to building strong governance practices, we are promoting transparent public reporting, a culture of risk management, and efficiencies in business processes.

CSR COMMITTEE OF THE BOARD

Enbridge’s Corporate Social Responsibility (CSR) Committee oversees EH&S and CSR guidelines, policies, procedures and practices of Enbridge and its subsidiaries. In 2005, the CSR Committee, comprising five independent directors, met three times.

MANAGING CORPORATE RISKS

Enbridge’s approach to risk management is incorporated in our corporate governance framework. This framework requires management teams in each business unit to review and regularly report on the risks they face and the controls in place to manage them. The Board and the Audit, Finance and Risk Committee oversee the annual review of risks to the company, monitor Enbridge’s risk management program and oversee the review of risks in consultation with internal and external auditors.

Other Board committees also oversee the implementation and monitoring of risk management systems. Results of this process and comprehensive environment, health and safety reports from our business units are presented each year to the CSR Committee.

EXECUTIVE COMPENSATION

Enbridge’s top five executives collectively earned approximately $5 million in salary and annual bonuses in 2005. These executives also received incentive stock options and performance-based stock units. The amounts are described in Enbridge’s Management Information Circular (PDF - 912KB ).

Besides performance against financial, operations and strategic objectives, which are key determinants of incentive payments under our company’s executive compensation program, Enbridge senior executives must also meet non-financial objectives that reflect EH&S performance and CSR commitments.

MEETING SARBANES-OXLEY

The Sarbanes-Oxley Act, enacted by United States Congress in 2002, was created to restore public trust in capital markets after several high profile business scandals. As a result of Sarbanes-Oxley, the United States Securities and Exchange Commission and the stock exchanges have established rules that govern how boards and committees are structured to carry out governance disclosures, company processes and internal control systems.

Enbridge Inc. and our United States businesses comply with applicable Sarbanes-Oxley requirements. Enbridge also follows the Canadian securities regulators’ corporate governance guidelines and rules. In ensuring compliance, Enbridge’s CEO and CFO sign certificates attesting to the fair presentation, in all material respects, of the company’s financial position, results of operations and cash flows as well as attesting to the design and effectiveness of disclosure controls and procedures to provide reasonable assurance that all material information is disclosed.