Governance (Enbridge Inc.)
Enbridge Inc. employs a variety of policies, programs and practices to manage corporate governance.
Enbridge Inc. shares are listed on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE). Both exchanges have corporate governance guidelines or rules that apply to entities listed on their respective exchanges. Canadian securities regulators and the U.S. Securities and Exchange Commission (under the U.S. Sarbanes-Oxley Act) have enacted or propose to enact additional corporate governance requirements.
Enbridge complies with all corporate governance rules now applicable to us and intends to comply with any new or additional corporate governance standards that will apply to us in the future.
Board of Directors – Enbridge Inc.
Enbridge Inc.’s Board of Directors functions independently of management and is accountable to its shareholders. The Board of Directors comprises 11 Directors, nine of whom are independent, and one of whom also serves as Enbridge Inc.’s President & CEO.
The Enbridge Inc. Board of Directors has plenary power from shareholders to manage, or supervise the management of, Enbridge Inc.’s business and affairs. The Board is responsible for Enbridge Inc.’s overall stewardship and, in discharging that responsibility, reviews, approves and provides guidance on the strategic plan, and reviews the progress of strategic planning as it occurs. The Board also oversees the identification of the principal risks facing Enbridge each year. It monitors Enbridge’s risk management programs, the implementation of succession planning, and seeks assurance that internal control systems and management information systems are in place and operating effectively. The Board approves all significant decisions, supports implementation, and reviews the results.
Enbridge Inc. Board Committees
Enbridge Inc.’s Board has four standing committees:
Audit, Finance & Risk Committee – The principal function of this committee is to review Enbridge’s quarterly and annual financial statements and recommend their approval or otherwise to the Board. Committee members, who are required to possess financial knowledge and experience, are also responsible for recommending the appointment of Enbridge Inc.’s external auditor and for compensating, retaining and overseeing the external auditor. The external auditors report directly to the committee. The committee also supervises internal audit functions and monitors disclosure in the financial statements, communicates directly with both internal and external auditors, has overview responsibility for management reporting on internal controls, and meets with external auditors and internal auditors independently of management to discuss, among other things, their qualifications, independence and objectivity. The committee also recommends the approval of news releases of financial results, reviews all financial information and financial statements, reviews the Management Discussion & Analysis section of Enbridge Inc.’s quarterly and annual financial reports and reviews the Annual Information Form.
The Audit, Finance & Risk Committee, together with the Board, also oversees an annual review of the principal risks to Enbridge, monitors Enbridge’s risk management program and reviews risks in conjunction with internal and external auditors.
U.S. securities regulators also impose requirements on the functions of Enbridge Inc.’s audit committee, and Enbridge Inc. must comply with NYSE requirements for listed companies.
CSR Committee – The CSR Committee monitors and oversees recommendations with respect to human rights, stakeholder relations, community investment, and the environment, health and safety policies, practices and procedures of Enbridge Inc. and its subsidiaries. Included in its environment, health and safety mandate is the responsibility to: monitor and oversee recommendations regarding risk management guidelines; monitor practices and procedures followed in the conduct of operations to prevent injury to corporate and third party persons and property, as well as to minimize any adverse impact; monitor and oversee policies, practices and procedures related to documentation of regulatory approvals, compliance and incidents; monitor and oversee emergency response planning and procedures; review status and assessment reports regarding compliance and applicable legal and regulatory standards; review the communication methods used for applicable practices and procedures; and oversee establishment of the applicable duties and responsibilities of corporate directors and officers. The committee oversees an environmental risk management system, monitors its operation, and conducts regular site visits and orientation sessions to personally acquaint members of the committee and the Board with Enbridge’s operating staff and facilities.
Governance Committee – The Governance Committee is mandated to be responsible for, and to make recommendations to, the Board concerning Enbridge’s overall governance. Included in its mandate is the responsibility to define and review the mandates for the various Board committees, recommend the nomination of directors to Board committees, develop Enbridge’s approach to governance issues, set corporate governance guidelines for the Board and assume responsibility for Enbridge’s response to those guidelines.
The Governance Committee also has a process to monitor the quality of, and recommend changes to, the relationship between and among the Board, its committees and management, including the assessment of the performance of the Board as a whole and its committees, assessment of the Chair of the Board, as well as reviewing the contributions of individual directors.
One of the Governance Committee’s objectives is to nominate a balanced mix of Board members with the experience and expertise needed to provide value to Enbridge Inc. and our shareholders in respect of our business and strategic plans. The Governance Committee sets guidelines that include criteria to add directors who possess relevant and/or senior executive expertise or other qualifications, including an intent to achieve an appropriate mix of gender and minority representation on the Board.
The Governance Committee is also mandated to review and recommend to the Board the adequacy and form of remuneration of directors, and to ensure that the Board functions independently of management.
Human Resources & Compensation Committee – The Human Resources & Compensation Committee is responsible for reviewing and advising the Board on systems and effectiveness relating to employment, succession planning and remuneration of employees and officers.
The committee monitors the performance of senior management, oversees intellectual capital risk to ensure that management programs deal with succession planning and employee retention, and reports to the Board on organizational structure and succession planning matters. The committee reviews and monitors executive development programs, defines the Chief Executive Officer’s responsibilities, and approves the Chief Executive Officer’s objectives on an annual basis.
For more information on corporate governance practices at Enbridge Inc., please visit
http://www.enbridge.com/investor/corporateGovernance.
For information on governances practices associated with Enbridge Income Fund, please visit
www.enbridgeincomefund.com;
with Enbridge Energy Partners, please visit
www.enbridgepartners.com/eep/;
and with Enbridge Energy Management, please visit
www.enbridgemanagement.com/eeq/.