EMA 40-F
Emera Inc (EMA)
40-F
2023-02-24
For: 2022-12-31
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
Commission File Number
ORPORATED
(Exact name of Registrant as specified in its charter)
, Canada
(Province or other jurisdiction of incorporation or organization)
4911
(Primary Standard Industrial Classification Code Number (if applicable))
Not applicable
(I.R.S. Employer Identification Number (if applicable))
,
,
Telephone: (
)
(Address and telephone number of Registrant’s principal executive offices)
,
Telephone: (
)
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act: Not applicable.
Securities registered or to be registered pursuant to Section 12(g) of the Act: Not applicable.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not applicable.
For annual reports, indicate by check mark the information filed with this Form:
Number of outstanding shares of each of the issuer’s classes of
capital or common stock as of December 31, 2022:
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days.
Yes
☐
☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
☒
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-
based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§ 240.10D-1(b).
☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company
If an emerging growth company that prepares is financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards
†
☐
†
to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued its audit report.
Certifications and Disclosure Regarding Controls and Procedures.
(a) Certifications regarding controls and procedures. See Exhibits 99.5 and 99.6.
(b) Evaluation of disclosure controls and procedures. As of December 31, 2022, an evaluation of the
effectiveness of the Registrant’s “disclosure controls and procedures” (as such term is defined in Rules 13a-
15(e) and 15d-15(e) of the United States Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), was carried out by the Registrant’s Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”). Based on that evaluation, the CEO and CFO have concluded that as of such date the Registrant’s
disclosure controls and procedures are effective to provide a reasonable level of assurance that information
required to be disclosed by the Registrant in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the United States
Securities and Exchange Commission’s (the “Commission”) rules and forms.
It should be noted that while the CEO and CFO believe that the Registrant’s disclosure controls and
procedures provide a reasonable level of assurance that they are effective, they do not expect the disclosure
controls and procedures or internal control over financial reporting to be capable of preventing all errors
and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.
(c) Management’s annual report on internal control over financial reporting. The Registrant's management is
responsible for establishing and maintaining adequate internal control over financial reporting. The
Registrant's internal control framework is based on the criteria published in the Internal Control –
Integrated Framework (2013), a report issued by the Committee of Sponsoring Organizations (COSO) of
the Treadway Commission. The Registrant's management, including the CEO and CFO, evaluated the
design and effectiveness of the Registrant's internal control over financial reporting as at December 31,
2022 and concluded that the Registrant's internal control over financial reporting is effective as at
December 31, 2022.
(d) Attestation report of the registered public accounting firm. This annual report does not include an
attestation report of the Registrant’s registered public accounting firm regarding internal control over
financial reporting.
(e) Changes in internal control over financial reporting. There were no changes in the Registrant’s internal
control over financial reporting during the fiscal year ended December 31, 2022, that have materially
affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial
reporting.
Audit Committee Financial Expert.
audit committee financial experts serve on its Audit Committee. The audit committee financial experts are Paula Y.
Gold-Williams, Kent M. Harvey, B. Lynn Loewen, Ian E. Robertson, Andrea S. Rosen and Richard P. Sergel. The
Board has determined that Paula Y. Gold-Williams, Kent M. Harvey, B. Lynn Loewen, Ian E. Robertson, Andrea S.
Rosen and Richard P. Sergel are independent within the meaning of the listing standards of the New York Stock
Exchange. Information concerning the relevant experience of Paula Y. Gold-Williams, Kent M. Harvey, B. Lynn
Loewen, Ian E. Robertson, Andrea S. Rosen and Richard P. Sergel is included in their biographical information
contained in the Registrant’s Annual Information Form for the fiscal year ended December 31, 2022, filed as Exhibit
99.1 hereto (the “Annual Information Form”). The Commission has indicated that the designation of a person as an
audit committee financial expert does not make such person an “expert” for any purpose, impose any duties,
obligations or liability on such person that are greater than those imposed on members of the audit committee and
board of directors who do not carry this designation, or affect the duties, obligations or liability of any other member
of the audit committee or board of directors.
Code of Ethics.
and applies to all directors, officers and employees of the Registrant, including the CEO and CFO. Since the
adoption of the Code, there have not been any waivers, including implied waivers, from any provision of the Code.
A copy of the Code can be found on Emera’s internet website at the following address:
https://www.emera.com/about-us/who-we-are/code-of-conduct.
The Code was furnished to the Commission on November 16, 2022 as Exhibit 99.1 to a report on Form 6-K and is
incorporated by reference herein as Exhibit 99.9.
Principal Accountant Fees and Services.
and Non-Audit Services Pre-Approval Process” and “Audit Committee—Auditors’ Fees” contained in the
Registrant’s Annual Information Form. The Registrant’s Audit Committee approved all of the Audit-Related and
Tax services provided by Ernst & Young LLP in 2022 and none were approved pursuant to the de minimis
exception provided by Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
In connection with the Commission’s adoption of amendments to finalize the implementation of disclosure and
submission requirements on December 2, 2021, pursuant to Release No. 34-93701, the Registrant hereby affirms
that
) delivered an audit opinion relating to the Registrant’s Financial
Statements (as defined below) contained in the Annual Information Form, and such audit opinion was issued in
.
Liquidity and Capital Resources
The information provided under the headings (a) “Off-Balance Sheet Arrangements” and (b) “Contractual
Obligations” contained in the Registrant’s Management’s Discussion and Analysis dated February 23, 2023 for the
year ended December 31, 2022, filed as Exhibit 99.2 hereto (the “MD&A”) and with respect to clause (a) the
information provided at note 27 (“D. Guarantees and Letters of Credit”) and note 32 (“Variable Interest Entities”),
and with respect to clause (b) note 27 (“A. Commitments”) and note 25 (“Long-Term Debt”), to the Audited
Consolidated Financial Statements as at and for the years ended December 31, 2022 and December 31, 2021, filed
as Exhibit 99.3 hereto (the “Financial Statements”), are incorporated by reference herein.
Identification of the Audit Committee.
in the Annual Information Form is incorporated by reference herein.
Mine Safety Disclosure.
mine”, as those terms are defined in section 3 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 802),
that is subject to the provisions of such Act (30 U.S.C. 801 et seq.). Therefore, the provisions of Section 1503(a) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 16 of General Instruction B to Form 40-
F requiring disclosure concerning mine safety violations and other regulatory matters do not apply to the Registrant
or any of its subsidiaries.
EXHIBIT INDEX
Exhibit
Number
Description
99.1
99.2
99.3
99.4
99.5
99.6
99.7
99.8
99.9
101
Interactive Data File (formatted as Inline XBRL)
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made
by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information
relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or
transactions in said securities.
The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the
obligation to file this report arises.
Any change to the name or address of a Registrant’s agent for service shall be communicated promptly to the
Commission by amendment to Form F-X referencing the file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for
filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto
duly authorized.
DATED this 24
th
EMERA
INCORPORATED
By: /s/ Scott C. Balfour
Name: Scott C. Balfour
Title: President & Chief
Executive Officer