Enbridge Inc. - Committees

Committee Terms of Reference

For the full Terms of Reference of each of the four standing committees, click on the following link.

Committee Membership

For a listing of the members of each of the four Committees of the Board of Directors, click on the following link.

Audit, Finance & Risk Committee

The principal function of the Audit, Finance & Risk Committee is to review Enbridge's quarterly and annual financial statements and recommend their approval or otherwise to the Board. The committee has responsibility for recommending the appointment of the Company's external auditor to the Board and is responsible for the compensation, retention and oversight of 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 approval of press releases of financial results, reviews all financial information and financial statements contained in any prospectus, reviews the Management Discussion & Analysis section of the Company's quarterly and annual financial reports and reviews the Company's Annual Information Form.

The Audit, Finance & Risk Committee, together with the Board, also oversees a review of the principal risks to the Company on an annual basis, monitors the Company's risk management program and reviews risks in conjunction with internal and external auditors.

United States securities regulators also impose requirements on the functions of the audit committee of the Company. The Company must comply with the NYSE requirements.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee (formerly the Environment, Health & Safety Committee) monitors and oversees recommendations with respect to human rights, stakeholder relations, community investment, the environment, health and safety policies, practices and procedures of Enbridge and its subsidiaries. Included in the mandates applicable to environment, health and safety matters 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 the operating staff and facilities of the Company.

Governance Committee

The Governance Committee is mandated to be responsible for and make recommendations to the Board concerning the overall governance of the Company. Included in its mandate is the responsibility to review the mandates for the various Board committees, recommend the nomination of Directors to Board committees, develop the Company's approach to governance issues, set corporate governance guidelines for the Board and assume responsibility for the Company'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 to provide value to the Company and its shareholders in respect of the Company's 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 has responsibility to review and advise the Board on systems and effectiveness relating to employment, succession planning and remuneration of employees, including officers of the Company's, and oversees the financial statements of the Company's pension plans.

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 and defines the Chief Executive Officer's responsibilities and approves the Chief Executive Officer's objectives on an annual basis.