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Board of Directors
The Enbridge Inc. Board of Directors has plenary power from shareholders
to manage, or supervise the management of, the business and affairs of
the Company. The Board is responsible for the overall stewardship of the
Company and, in discharging that responsibility, reviews, approves and
provides guidance in respect of the strategic plan of the Company and reviews
the progress of strategic planning as it occurs. The Board also oversees
identification of the principal risks to the Company on an annual basis
and monitors the Company'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 that affect the Company
before implementation, supports implementation and reviews the results.
The Governance Committee defines and recommends to the Board the role of
the Board, the roles of committees of the Board, and the general division
of duties as between the Board and the Chief Executive Officer. The Board
is subject to, and complies with, the Company's Statement on Business
Conduct, a corporate "code of ethics", which is available on this
website. Every employee of the Company, including Officers, is subject
to the Statement, and all are required to certify compliance with the Statement
annually. The Governance Committee has developed a mandate statement for
the Board as a whole, which has been adopted by the Board. Descriptions
of specific Board responsibilities are set forth in the by-laws of the
Company, in the mandates of the committees of the Board, and more generally
in the Canada Business Corporations Act.
United States securities regulators also impose requirements on the Board
and its committees regarding membership, detailing "independence" criteria
and outlining effective dates for disclosure of compliance with such requirements.
Enbridge believes that, by the standards of Canadian and American securities
regulators, applicable in the past and currently, a majority of its Directors
on the Board are independent and all Board committees have at least a majority
of independent Directors. The Audit, Finance & Risk, Governance, and Human
Resources & Compensation Committees are each comprised entirely of independent
Directors.
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