UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2023

Commission File Number: 000-54516

 

 

Emera Incorporated

(Exact name of registrant as specified in its charter)

 

 

5151 Terminal Road

Halifax NS B3J 1A1

Canada

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☐            Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				EMERA INCORPORATED
Date: April 12, 2023				By:		/s/ Stephen D. Aftanas
						Name: Stephen D. Aftanas
						Title: Corporate Secretary

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Emera Incorporated - Notice of Annual Meeting of Common Shareholders on Wednesday, May 24,2023 and 2023 Management Information Circular
99.2		Emera Incorporated 2022 Annual Report
99.3		Emera Incorporated - Form of Proxy relating to the May 24, 2023 Annual meeting
99.4		Emera Incorporated - Voting Instruction Form (VIF) relating to the May 24, 2023 Annual meeting
99.5		Emera Incorporated - Notice and Access Notification to Registered Shareholders
99.6		Emera Incorporated - Notice and Access Notification to Non-Registered Shareholders

Exhibit 99.1

 

About Emera

We’re a team of experts focused on building a cleaner energy future. Our Environmental, Social and Governance (“ESG”) commitments are core to our strategy and we’re leading the way to a cleaner energy future with clear climate goals and a vision to achieve net-zero carbon emissions by 2050. We primarily invest in regulated electric and gas utilities, driving predictable returns and steady growth for our investors, enabling us to reinvest in our teams, our companies and our communities.

Table of Contents

 

 

FORWARD-LOOKING INFORMATION

This Circular contains forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking information”). Words such as anticipates, believes, budget, could, estimates, expects, forecast, intends, may, might, plans, projects, schedule, should, targets, will, would and similar expressions are often intended to identify forward-looking information, although not all forward- looking information contains these identifying words. References to “Emera” in this section include references to the subsidiaries of Emera.

The forward-looking information includes, without limitation, statements which reflect the current view of Emera’s management with respect to Emera’s objectives, plans, financial and operating performance, carbon dioxide emissions reduction goals, business prospects and opportunities. All such forward-looking information is provided pursuant to safe harbour provisions contained in applicable securities laws.

The forecasts and projections that make up the forward-looking information are based on reasonable assumptions which include, but are not limited to: the receipt of applicable regulatory approvals and requested rate decisions; expectations regarding the nature, timing and costs of capital investments of Emera and its subsidiaries; continued investment in solar, wind and hydro generation; sufficient liquidity and capital resources; the absence of significant changes in government energy plans and environmental laws and regulations that may materially affect Emera’s operations and cash flows; and sufficient human resources to deliver service and execute Emera’s capital investment plan.

The forward-looking information is subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. Factors that could cause results or events to differ from current expectations include, but are not limited to: regulatory and political risk; changes in economic conditions; liquidity and capital market risk; future dividend growth; timing and costs associated with certain capital investments; global climate change; regulatory and government decisions, including changes to environmental legislation; uncertainties associated with infectious diseases, pandemics and similar public health threats, such as the COVID-19 novel coronavirus (“COVID-19”) pandemic; labour relations; and availability of labour and management resources.

Readers are cautioned not to place undue reliance on forward-looking information as actual results could differ materially from the plans, expectations, estimates or intentions and statements expressed in the forward-looking information. For additional information with respect to certain of these risks or factors, refer to the continuous disclosure materials filed from time to time by Emera with Canadian securities regulatory authorities and the United States Securities and Exchange Commission. All such forward-looking information is qualified in its entirety by the above cautionary statements and, except as required by law, Emera undertakes no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise.

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Emera at a Glance

Data is as of December 31, 2022, unless otherwise indicated.

From our origins as a single electric utility in Nova Scotia, Emera has grown into an energy leader with $40 billion in total assets, serving 2.5 million customers in Canada, the US and the Caribbean. Our companies include electric and natural gas utilities, gas pipelines, and energy marketing and trading operations.

 

 

1

Based on 2022 adjusted net income, excluding Corporate costs of $267 million. Adjusted net income is a non-GAAP measure which does not have standardized meaning under USGAAP. For more information and a reconciliation to the nearest GAAP measure, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2022 MD&A.

 

		EMERA INCORPORATED		1

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Our Strategy

For nearly two decades, we’ve been focused on safely delivering cleaner, reliable energy at a pace that’s balanced with the cost impacts for our customers.

 

EXPERT TEAMS		DELIVERING FOR OUR CUSTOMERS		DRIVING GROWTH AND REINVESTMENT
We’re a team of experts leading the way to a cleaner energy future as we work toward our 2050 net-zero vision.		Every day, we’re safely and cost- effectively delivering cleaner, more reliable energy for our customers.		Delivering for our customers drives predictable returns and steady growth for our investors, enabling us to reinvest in our teams, companies and communities.

 

2		EMERA INCORPORATED

 

		EMERA INCORPORATED		3

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Why Invest in Emera

Through our proven strategy and our portfolio of high-quality, regulated utilities, our expert teams across Emera continue to drive long-term value for shareholders.

 

Visible Growth Plan
$8B to $9B capital investment plan1 through 2025		7% to 8% forecasted rate base growth through 2025
65% of adjusted net income2, excluding Corporate costs, came from Florida in 2022		75% of CapEx plan from 2023–2025 is focused in Florida — the fastest growing US state in 2022

 

Strong, ESG-Driven Strategy		Sustainable Dividend Growth		Constructive Regulatory Environments
63% of capital plan to 2025 committed to decarbonization and reliability		4% to 5% dividend growth target through 2025		Highly rated regulatory environments
$18M invested in our communities in 20223		5.3% dividend yield4		89% of adjusted net income2, excluding Corporate costs, derived from our four core regulated utilities

 

1	Emera’s capital investment plan includes a $240 million equity investment in 2023.

2

Based on 2022 adjusted net income, excluding Corporate costs of $267 million. Adjusted net income is a non-GAAP measure which does not have standardized meaning under USGAAP. For more information and a reconciliation to the nearest GAAP measure, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2022 MD&A.

3	Includes a one-time, $5 million contribution to the University of South Florida to establish the TECO Clean Energy Research Center.

4	As of December 31, 2022. Our share price on this date was $51.75.

 

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Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Fellow Shareholders,

On behalf of Emera’s Board of Directors and management team, we’re pleased to invite you to our Annual Meeting of Shareholders on May 24, 2023. Details about the meeting and how to participate are available on page 11 of this Circular.

2022 was challenging on a number of fronts, with rising inflation rates, supply chain issues and two historic hurricanes. We were also challenged by the introduction and passage of Bill 212 in Nova Scotia, which directly and negatively impacted Nova Scotia Power, and in turn Emera’s total shareholder return (“TSR”) for the year. Despite these challenges, a lot was accomplished in the year as our team continued to advance our strategy of safely delivering cleaner, more reliable energy to our customers with a focus on delivering growth and long-term value for our shareholders.

OUR PROVEN STRATEGY AND ESG FOCUS

Our Environmental, Social and Governance (ESG) focus is driving our growth and shaping our commitments to our customers, communities, shareholders and team.

Environmental

We’re leading a balanced energy transition that’s driving growth through strategic investments that reduce the carbon intensity of the energy we deliver to our customers. Our focus and responsibility remains on doing this in a manner and at a pace that is cost-effective for our customers and does not sacrifice system reliability.

Our Climate Commitment articulates our goals and vision to achieve net-zero CO2 emissions by 2050 with a focus on reducing the use of coal in our generation mix. The team is making progress and, in 2022, less than 20 per cent of our energy generation came from coal, compared to almost 60 per cent in 2005 – a 68 per cent reduction. We also achieved a 41 per cent overall reduction in CO2 emissions compared to 2005 levels.

The execution of our strategy in 2022 was evidenced by our $2.6 billion of capital investment, largely focused on cleaner energy and reliability investments. This included the final investment in and completion of the Big Bend Modernization project at Tampa Electric. This ambitious project was delivered safely, on time and under budget. Big Bend is now one of the most efficient natural gas plants in North America and is estimated to produce enough energy to power more than 250,000 homes and save customers more than $700 million USD over its 30-year life span – all while reducing carbon emissions.

We also continued to invest in solar generation in Florida. At the end of 2022, Tampa Electric had more than 1,000 MW of solar generation in its fleet, and it continues to have the highest proportion of solar generation per customer of any utility in Florida. These investments are not only helping us deliver on our Climate Commitment, but they also saved customers over $80 million USD in avoided fuel costs last year.

Our investment in the transformative $1.8 billion Maritime Link project saved Nova Scotia customers almost $100 million in 2022 by replacing expensive high-carbon generation with clean hydro energy from Newfoundland and Labrador. These savings to customers represent over $250 million in avoided fuel costs netted against the costs of the Link included in customer rates in 2022. The clean hydro electricity we are receiving through the Nova Scotia block of energy over the Maritime Link will continue to deliver value to customers for decades to come.

Innovation and new technologies play an important role in our ability to achieve carbon reduction goals. We continue to advance our work on microgrids, battery storage and electric vehicle smart chargers. Through Emera Technologies, our BlockEnergy microgrid solution continues to be tested and enhanced as part of two successful residential pilot projects, with a third expected to be completed later this year.

To keep building on our progress, more than 60 per cent of Emera’s $8.4 billion capital plan through 2025 will be directed to clean energy and reliability initiatives.

Social

We understand that the success of our business is dependent on the support of our customers and the communities where we operate, and it is driven by the strength and commitment of our team. Our social commitments continue to shape our culture and drive our performance.

 

		EMERA INCORPORATED		5

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Diversity, Equity and Inclusion (“DEI”)

We know a strong, diverse and inclusive workforce is critical to building and maintaining the right team to guide the complex transition to a clean energy future. We continue to advance initiatives to foster DEI across Emera and to create safe, diverse workplaces where everyone feels included and supported.

Based on self-identification surveys and feedback from our teams, we’ve continued to identify areas for improvement that will drive further diversity across Emera. To support DEI-focused education and awareness, we launched an Emera-wide DEI learning program in 2022. Through this platform, we’re sharing consistent information to support meaningful discussion, increase diversity, equity and inclusion, and cultivate positive change across our companies. While there’s still a lot of work ahead, we are proud of the progress we are making.

DEI continues to be an area of considerable focus for our Board of Directors as well. We believe diversity on our Board broadens discussion, fosters more effective decision-making and ultimately strengthens corporate governance. Emera’s Board of Directors adopted a Board Diversity Policy that adds additional rigour and transparency to our renewal, recruitment and board succession strategies. In 2023, the minimum requirement for women on the Board was updated from 30 per cent to 40 per cent. For the upcoming Annual Meeting of Shareholders, 45 per cent of our Director nominees are women, including our Chair. Of the 21 external directors that serve on the Boards of our four largest operating companies, 47 per cent are female and 33 per cent are Black, Hispanic or Indigenous.

Focus on Safety

The safety of our teams, customers and communities is our number one priority. Sadly, early in 2022 we had an employee fatality in Nova Scotia. This tragic loss of our colleague was felt right across our organization. Every member of our team is committed to learning from this tragedy as we work toward an Emera where no one gets hurt. In 2022, we made meaningful progress on our critical safety programs, achieving reductions in our lost-time incident rates in the majority of our operating companies. Overall, we reduced our frequency of lost-time safety incidents by 17 per cent across Emera.

Governance

Strong corporate governance is another essential pillar of our performance culture. We continue to develop and embed policies and practices representing high standards of governance across all of our businesses and activities.

In 2022, led by the Risk and Sustainability Committee (“RSC”), the Board oversaw the ongoing integration of our core ESG priorities across our business. The RSC regularly reviews our ESG disclosures and identifies opportunities for additional transparency. Throughout the year, the RSC, along with the entire Board, has been supporting the team as we prepare for mandatory climate-related disclosures that are being contemplated by North American securities regulators.

At our Annual Meeting, 11 Directors are standing for re-election. We would like to acknowledge long-time Director Rick Sergel, who is retiring from the Emera Board this year. Since joining the Board in 2010, Rick has provided invaluable guidance and expertise. His deep experience in the US electricity sector, along with his extensive regulatory background, has been of great benefit to Emera. Rick will be missed and we wish him all the best.

FINANCIAL RESULTS AND SHAREHOLDER VALUE

Despite the challenges facing the energy industry in 2022, we continued to deliver earnings and dividend growth to our shareholders. This is a testament to the strength of our portfolio of assets, the durability of our strategy and the resiliency of our teams.

In 2022, we delivered an eight per cent ( 1) increase in our adjusted earnings per share (“EPS”) compared to the previous year. This growth was driven primarily by the strength of our regulated utilities, particularly in Florida, as well as a strong year in our natural gas marketing and trading business.

 

( 1 )

Excluding the $0.17 after-tax impact of a litigation award recognized in the fourth quarter.

 

6		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Our Florida assets continue to perform extremely well. Florida was the fastest growing state in the US last year and is one of the 20 largest economies in the world. This is resulting in strong customer growth for both Tampa Electric and Peoples Gas and supporting significant customer-focused capital investment and overall growth for Emera. Looking forward, over 75 per cent of our three-year capital program will be invested in our Florida operations.

We raised our dividend by four per cent in 2022 and we are committed to delivering on our four to five per cent dividend growth target through 2025. This is a continuation of the solid dividend growth we’ve provided over the long term – 5.4 per cent growth on an annualized basis since 2000.

While our TSR has historically been strong relative to our energy industry peers, our performance fell short of our expectations in 2022, largely due to the direct and indirect impacts of the introduction of Bill 212 in Nova Scotia. Our team is focused on and committed to addressing this recent underperformance and returning to delivering superior value for shareholders. We believe that we are well positioned, and we remain confident in our ability to do so. For additional information about Emera’s long-term shareholder returns, see Message from the Management Resources and Compensation Committee to Our Shareholders on page 64 of this Circular.

2023 ANNUAL MEETING

We value your input. Our annual general meeting (AGM) is an important way for us to engage with shareholders. Details on how to participate in the virtual meeting are described in this Circular and will be available on our website at http://www.emera.com/investors. You will have the opportunity to ask questions at the AGM in several ways: questions can be submitted during the virtual meeting or submitted in advance to AGM@emera.com or the mailing address provided below. We strongly encourage shareholders to take advantage of the option to vote in advance by proxy.

If you have any questions regarding our Annual Meeting of Shareholders, please contact Emera’s Corporate Secretary, Stephen Aftanas:

Mail        P.O. Box 910, Halifax, Nova Scotia B3J 2W5

Phone      1-800-358-1995 from anywhere in North America

Email      AGM@emera.com

THANK YOU

We encourage you to review this information and exercise your right to vote at our Annual Meeting of Shareholders. It’s important to us that your views be expressed and that your shares be counted.

On behalf of the Board and management team, thank you for your ongoing confidence in Emera.

 

Jackie Sheppard				Scott Balfour
Chair, Emera Inc. Board of Directors				President and Chief Executive Officer, Emera Inc.

 

		EMERA INCORPORATED		7

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Notice of the Annual Meeting

 

		Items of Business
		1.  Electing Directors to serve until the next Annual Meeting of Shareholders
Annual Meeting Wednesday, May 24, 2023 5:00 p.m. Atlantic time		2.  Appointing Auditors
		3.  Authorizing the Directors to establish the Auditors’ fee
		4.  Considering an advisory resolution on the Company’s approach to executive compensation
		5.  Approving an amendment to the Company’s Senior Management Stock Option Plan
Participation		How to Vote
Emera’s 2023 Annual Meeting of Shareholders will be held virtually via live webcast online at https://web.lumiagm.com/458327786 Password: emera2023 (case sensitive)		As a shareholder, there are several ways that you can vote.
		•   To participate virtually in the meeting, visit https://web.lumiagm.com/458327786 and use password: emera2023 (case sensitive). Please note, beneficial owners will only be able to vote virtually or ask questions through the live webcast if they are duly appointed and registered as proxyholders.   •   If you do not plan to participate in the meeting:   •   You can return your proxy or voting instruction form using the postage-paid, pre-addressed envelope provided.
Record Date Close of business		•   You can vote by telephone or via internet (see the proxy or voting instruction form). Proxies must be received prior to 12:00 noon Atlantic time on Tuesday, May 23, 2023, or if the meeting is adjourned, or postponed, 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date.
March27, 2023
This is the date we used to determine who is an eligible Emera shareholder to participate in the 2023 Annual Meeting of Shareholders.		If you have questions, please contact us by writing to the Corporate Secretary, Emera Incorporated, P.O. Box 910, Halifax, Nova Scotia B3J 2W5 or by calling 1-800-358-1995 from anywhere in North America.
		Stephen D. Aftanas
1-800-358-1995 North America		Corporate Secretary

 

8		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Management Information Circular

All information is as of March 20, 2023

(unless otherwise noted)

 

You are receiving Emera’s Management Information Circular (the “Circular”) because you held common shares of Emera Inc.				In this document:   •   we, us, our and Emera mean Emera Inc.   •   you, your and shareholder refer to holders of Emera common shares   •   shares and Emera shares mean common shares of Emera, unless otherwise indicated   •   all dollar amounts are in Canadian dollars, unless indicated otherwise   •   all information is as of March 20, 2023, unless otherwise noted
(TSE: EMA) as of the Record Date – March 27, 2023. You are entitled to receive notice of and vote at our Annual Meeting of Shareholders on Wednesday, May 24, 2023 at 5:00 p.m. (Atlantic time) (the “Meeting”). Only shareholders of record at the close of business on the Record Date will be entitled to vote. Each common share owned as of the Record Date entitles the holder to one vote.
To the knowledge of the Directors and Officers, as of the date of this Circular, no person owned or exercised control over more than 10 per cent of the outstanding common shares of the Company and the only outstanding voting shares were 271,386,740 common shares. Each common share entitles the holder of record thereof to one vote at the Meeting.

Meeting Materials and Notice and Access

Emera follows Canadian securities rules called “Notice and Access” that permit us to provide electronic access to this Circular and the 2022 Annual Report (the “Meeting Materials”) instead of sending you paper copies. We are sending Meeting Materials to registered holders and beneficial owners using Notice and Access. The notice also provides instructions on voting by proxy at the meeting and how to request a paper copy of the Meeting Materials.

Shareholders who have previously provided instructions to receive paper copies of Meeting Materials have been sent a paper copy in addition to the notice regarding their electronic availability.

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the Board of Directors of Emera (the “Board of Directors” or “Emera’s Board” or the “Board”) and management of Emera for use at the Meeting as set forth in the Notice of Annual Meeting. All shareholders have received a proxy or voting instruction form. The solicitation of proxies will be primarily by mail although proxies may also be solicited by telephone, facsimile or email, in writing, or in person, by directors of the Company (“Directors”), Officers, or other employees or agents of the Company.

We have retained TMX Investor Solutions Inc. as the proxy solicitation agent to assist with the solicitation of votes from shareholders. The proxy solicitation agent will monitor the number of shareholders voting and will contact shareholders in order to increase participation in voting. The cost of this solicitation is covered by Emera and is not expected to exceed $50,000.

We encourage all shareholders to review this Circular and exercise your vote. Full details on voting options are included on page 11.

 

		EMERA INCORPORATED		9

IN THIS SECTION:

11     MEETING DETAILS

11     VOTING INSTRUCTIONS

14     ITEMS TO BE DISCUSSED

16     DIRECTOR NOMINEES INFORMATION

 

 

10		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Annual Meeting Details

Emera is holding its 2023 Annual Meeting as a virtual-only meeting. Participation in the meeting through the virtual meeting technology is enabled online at https://web.lumiagm.com/458327786, using password: emera2023 (case sensitive).

Voting Details and Instructions

VOTING INSTRUCTIONS

You are eligible to receive notice and vote at the meeting if you are a shareholder as of March 27, 2023 (the “Record Date”). You can vote in advance or during the meeting.

The voting process is different depending on whether you are a registered shareholder, Non-Objecting Beneficial Owner or Objecting Beneficial Owner. If you have shares registered in your own name, then you are a registered shareholder. If your shares are listed in the name of a nominee, then you are a beneficial or non-registered shareholder. For example, if an account statement is provided to you by a broker, then it is likely that those shares will not be registered in your name and are likely registered under the broker’s name or under the name of an agent of the broker such as CDS Clearing and Depository Services Inc., the nominee for many Canadian brokerage firms, or its nominee.

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) will be entitled to participate in and vote at the Meeting. Non-registered shareholders who do not duly appoint themselves as proxyholder may still attend the Meeting as guests, meaning they will be able to listen to the Meeting but will not be able to vote at the Meeting or ask questions.

It is important to note that you will not be able to attend this year’s Meeting in person. We recommend logging in at least 15 minutes prior to the start of the Meeting. To ensure that your vote is recorded, make sure that you are connected to the internet at all times. It is your responsibility to ensure internet connectivity for the duration of the Meeting. For the best experience, virtual participants will need the latest versions of Chrome, Safari, Edge or Firefox (please do not use Internet Explorer). Please note that internal network security protocols including firewalls and VPN connections may block access to the virtual meeting technology. If, during the meeting, participants experience any difficulty connecting, they should ensure their VPN setting is disabled or use their computer on a network that is not restricted to security settings of a participant’s organization.

Shareholders are encouraged to vote in advance of the Meeting as described below under the heading How to Vote in Advance, particularly if they are worried about their ability to remain connected to the internet for the duration of the Meeting.

HOW TO VOTE DURING THE MEETING

Registered Shareholders and Proxyholders

Registered shareholders can participate in the Meeting by logging in to https://web.lumiagm.com/458327786 and entering their 13-digit Control Number as their username, using the password: emera2023 (case sensitive). If you are a registered shareholder and have appointed a proxyholder to act on your behalf at the Meeting, you must register your proxyholder prior to the proxy deadline. Once your proxyholder has been registered, they will receive a Control Number from TSX Trust Company (“TSX Trust”) to access the virtual meeting. If you do not register your proxyholder, your proxyholder will not receive a Control Number to log in to the Meeting. For additional information on appointing a proxyholder, please see How to Vote in Advance – Registering Your Proxyholder below.

Proxyholders for all shareholders can participate in the Meeting by logging in in the same manner as for registered shareholders (as described above) and entering the Control Number provided to the proxyholder by TSX Trust.

 

		EMERA INCORPORATED		11

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Beneficial (or Non-Registered) Owners

Non-registered shareholders wishing to participate virtually in the Meeting must:

 

1.	Appoint themselves as proxyholder;

 

2.	Register themselves as proxyholder; and

 

3.	Access the meeting as a proxyholder using the Control Number received after registering as a proxyholder.

If you do not register yourself as proxyholder, you will not receive a Control Number in order to log in to the Meeting. The Control Number included in any voting instruction form sent to you will not enable you to log in to the Meeting. A new Control Number will be needed to log in, and one will be issued to you upon registering yourself as a proxyholder.

In order to appoint yourself as a proxyholder, follow the instructions in the form of proxy or voting instruction form sent to you by your intermediary. In most cases, you can simply insert your own name in the form of proxy or voting instruction form, sign it and return it in the envelope provided or you can make the appointment online. Do not complete the voting instructions, as you will be voting at the Meeting. However, many Objecting Beneficial Owners located in the United States instead will need to (i) send a request to their intermediary or its agent to send them a legal proxy appointing them as proxyholder and (ii) promptly following receipt of the legal proxy, submit the legal proxy to TSX Trust, Proxy Department, P.O. Box 721, Agincourt, ON, M1S 0A1 prior to 12:00 noon Atlantic time on Tuesday, May 23, 2023.

Once a beneficial or non-registered owner has been appointed a proxyholder and has registered as proxyholder, they will receive a Control Number from TSX Trust to access the virtual meeting. The beneficial owner should follow the instructions under Registered Shareholders and Proxyholders above to log in to the virtual meeting as a proxyholder.

There are two kinds of beneficial owners: (i) Objecting Beneficial Owners – those who object to their name being made known to the issuers of shares that they own and (ii) Non-Objecting Beneficial Owners – those who do not object to their name being made known to the issuers of the shares that they own. Non-Objecting Beneficial Owners will receive a voting instruction form from Emera’s registrar and transfer agent, TSX Trust. This is to be completed and returned to TSX Trust in the envelope provided. In addition, TSX Trust provides both telephone voting and internet voting as described on the voting instruction form.

Securities regulation requires brokers or agents to seek voting instructions from Objecting Beneficial Owners in advance of the Meeting. Objecting Beneficial Owners should be aware that brokers or agents can only vote shares if instructed to do so by the Objecting Beneficial Owner. Your broker or agent (or their agent, Broadridge) will have provided you with a voting instruction form or form of proxy for the purpose of obtaining your voting instructions. Every broker has its own mailing procedures and provides instructions for voting. You must follow those instructions carefully to ensure your shares are voted at the Meeting.

If you are an Objecting Beneficial Owner receiving a voting instruction form or proxy from a broker or agent, you cannot use that proxy to vote at the Meeting. To vote your shares at the Meeting, the voting instruction form or proxy must be returned as instructed by the broker well in advance of the Meeting. If you wish to attend and vote your shares at the Meeting, follow the instructions for doing so provided by your broker or agent.

How Can I Ask Questions at the Meeting?

Emera believes that the ability to participate in the Meeting in a meaningful way, including asking questions, is an important responsibility for shareholders. It is anticipated that registered shareholders and proxyholders (including non-registered shareholders who have validly appointed themselves as proxyholder) will have substantially the same opportunity to ask questions on matters of business before the Meeting as they would if the Meeting were being held in person.

Upon logging in to the Meeting, shareholders will have an opportunity to ask questions at the Meeting through a chat box in the online Meeting platform. Questions received from shareholders will be read by the chair of the Meeting or a designee of the chair and responded to by a representative of Emera at the applicable point in the Meeting or in the question and answer session that is expected to follow the Meeting.

The chair of the Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions from shareholders in order to ensure as many shareholders as possible will have the opportunity to ask questions, and to reject questions that do not relate to the business of the Meeting or which are determined to be inappropriate or otherwise out of order.

 

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Who Do I Contact If I Cannot Log In to the Meeting?

If you have any difficulties logging in to the Meeting online, please contact LUMI’s online shareholder meeting email support via the address: support-ca@lumiglobal.com.

If you are participating in the Meeting online, you must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting. Note that if you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed.

Even if you currently plan to participate in the Meeting, you should consider voting your shares in advance so that your vote will be counted in the event you experience any difficulties.

HOW TO VOTE IN ADVANCE

You can appoint a proxyholder to attend the meeting and vote your shares for you.

Registering Your Proxyholder

Registered shareholders and beneficial or non-registered owners wishing to appoint a proxyholder to participate virtually in the Meeting (including beneficial or non-registered owners wishing to appoint themselves as proxyholder to participate in the Meeting) must contact TSX Trust, Emera’s registrar and transfer agent, before 12:00 noon (Atlantic time) on Tuesday, May 23, 2023 to obtain a new Control Number to use to access the virtual meeting by:

 

(i)

calling:

1-866-751-6315 (within North America); or

1-647-252-9650 (outside of North America); or

 

(ii)	going to TSX Trust’s website at https://www.tsxtrust.com/control-number-request to request the Control Number by completing an electronic form. This form, once completed and submitted online, will generate a message to TSX Trust to send the Control Number to the designated proxyholder.

Shareholder Proxy Materials

These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. Emera has arranged for its registrar and transfer agent, TSX Trust, to send materials directly to Non-Objecting Beneficial Owners in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

By choosing to send these materials to you directly, Emera (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you as a Non-Objecting Beneficial Owner, and (ii) executing your proper voting instructions. Please return voting instructions as specified in the request for voting instructions.

Emera will bear costs of delivering shareholder proxy materials and the request for voting instructions, as applicable, to registered shareholders, Non-Objecting Beneficial Owners and Objecting Beneficial Owners.

Appointment and Revocation of Proxies

The persons named as proxyholders in the enclosed proxy are Jackie Sheppard, Chair of the Board, Scott Balfour, President and Chief Executive Officer, and Stephen Aftanas, Corporate Secretary of the Company.

For a vote by proxy or voting instruction form to be counted, it must be received prior to 12:00 noon (Atlantic time) on Tuesday, May 23, 2023, or if the meeting is adjourned or postponed, by 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date. The Company reserves the right to accept late proxies and to waive the proxy cut-off with or without notice, but is under no obligation to accept or reject a late proxy. For Canadian residents, a postage-paid, pre-addressed envelope is provided for this purpose.

You may vote by proxy or voting instruction form via mail, the internet or telephone.

 

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Completion of a proxy gives discretionary authority to the proxyholder to vote as he, she or they see fit in respect of amendments to matters identified in the Notice, and other matters that may properly come before the Meeting or any adjournment or postponement thereof, whether or not the amendment or other matter that comes before the Meeting is, or is not, routine and whether or not the amendment or other matter that comes before the Meeting is contested. Management of the Company is not aware of any amendments or other matters to be presented for action at the Meeting.

If you appoint Ms. Sheppard, Mr. Balfour or Mr. Aftanas as your proxyholder, they will vote, or withhold from voting, in accordance with your directions. If you do not specify how you want your shares voted, they will vote “For” the:

 

•

Election of each of the Directors named in this Circular;

 

•

Appointment of Ernst & Young LLP as Auditors;

 

•

Authorization of the Directors to establish the Auditors’ fee;

 

•

Advisory resolution on the Company’s approach to executive compensation; and

 

•

Approval to amend the Company’s Senior Management Stock Option Plan.

They will vote in accordance with their best judgment if any other matters are properly brought before the Meeting.

You may appoint any other person (who need not be a shareholder) to represent you at the Meeting by inserting that person’s name in the space provided on the proxy or voting instruction form. That person is your proxyholder and must participate and vote at the Meeting for your vote to count.

You may revoke your proxy by providing new voting instructions in a new proxy or voting instruction form with a later date, or at a later time if you are voting on the internet or by telephone. Any new voting instructions, however, will only take effect if received prior to 12:00 noon (Atlantic time) on Tuesday, May 23, 2023, or if the meeting is adjourned or postponed, 5:00 p.m. (Atlantic time) two business days prior to the reconvened meeting date. You may also revoke your proxy without providing new voting instructions by giving written notification addressed to Mr. Stephen Aftanas, Corporate Secretary, P.O. Box 910, Halifax, Nova Scotia B3J 2W5, no later than the last business day preceding the day of the Meeting or preceding the day of any postponement or adjournment thereof or with the Chair of the Meeting on the day of the Meeting or the day of any postponement or adjournment thereof or in any other manner permitted by law. If your new voting instructions (including the appointment of a new proxyholder) are received after the proxy cut-off described above, they may only be effective to revoke your previously provided instructions. Similarly, registered shareholders may participate in the Meeting and vote their shares and, if they do so, any voting instructions previously given by such persons for such shares will be revoked.

Restriction on Share Ownership and Voting

Under Nova Scotia legislation, no Emera shareholder may own or control, directly or indirectly, more than 15 per cent of the outstanding voting shares. This restriction may be enforced by limiting non-complying shareholders’ voting rights (including by disqualifying or deeming votes to have not been cast by such non-complying shareholders), dividend rights and transfer rights. Shareholders may be required, at any time, to furnish a statutory declaration to verify the number of shares held to ensure compliance with this restriction.

If you have any questions about the share ownership and voting restriction, please contact the Corporate Secretary.

Items to Be Discussed at the Meeting

During the Meeting, the Emera team will provide an overview of the Company performance in 2022 and you will have the opportunity to vote on the following items:

 

1.

Election of the Board of Directors: The 11 nominees proposed for election as Directors at the 2023 Meeting are identified under Director Nominees Information in this Circular. For more information about the process for nominating Directors, see Nomination of Directors and Director Recruitment Process in the Statement of Corporate Governance Practices.

All nominees are currently Directors of the Company. Each nominee has indicated their willingness to serve as a Director. Each Director elected at the Meeting will hold office until the next Annual Meeting of Shareholders.

Ms. Sheppard, Mr. Balfour and Mr. Aftanas intend to vote proxies received “For” the 11 nominees unless instructed otherwise by shareholders in their proxy.

 

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2.

Appointment of Auditors: Ernst & Young LLP (“EY”) have been the Auditors of the Company since 1998. However, prior to 2018, PricewaterhouseCoopers were auditors of Tampa Electric Company, Peoples Gas System, and New Mexico Gas Company (representing 67% of the Company’s total assets at the end of 2022). In 2017, the Company initiated a competitive process and selected EY as Auditors for its full business beginning in 2018.

The independence of the Auditors is of utmost importance to the Audit Committee. Consistent with best practices, the Audit Committee reviews the performance of the Auditors annually and conducts a comprehensive review every five years. It also reviews and pre-approves any non-audit services to be provided by EY.

The lead audit partner and other partners with EY are rotated at least every five years, consistent with independence rules. The current lead audit partner commenced her rotation in 2021.

In 2022, the Audit Committee conducted a comprehensive review of EY’s performance and independence, consistent with recommendations of the Chartered Professional Accountants of Canada, the Canadian Public Accountancy Board, and the Institute of Corporate Directors. Based on the results of this review, the Audit Committee recommends the reappointment of EY as Auditors for 2023.

Ms. Sheppard, Mr. Balfour and Mr. Aftanas intend to vote proxies received “For” the reappointment of EY as Auditors of the Company, to hold office until the close of the next Annual Meeting of Shareholders, unless a shareholder specifies their shares be withheld from voting.

 

3.

Auditors’ Fee: The Company is incorporated under the Nova Scotia Companies Act. Shareholder approval of the authorization of Directors to establish the Auditors’ fee is required pursuant to the Companies Act. The aggregate fees billed by EY, during the last two fiscal years ended December 31, 2021 and December 31, 2022, were as follows:

 

Service fee		2022 ($)				2021 ($)
Audit fees			2,018,989				2,078,760
Audit-related fees (1)			19,600				19,600
Tax fees (2)			337,999				372,618
Total			2,376,588				2,470,978

 

(1)	Audit-related fees for Emera relate to fees associated with the audit of pension plans.

(2)	Tax fees for Emera relate to the structuring of cross-border financing of Emera’s operating companies as well as tax compliance services and general tax consulting advice on various matters.

Ms. Sheppard, Mr. Balfour and Mr. Aftanas intend to vote proxies received “For” the authorization of Directors to establish the Auditors’ fee, unless a shareholder instructs otherwise in their proxy.

 

4.

Advisory Vote on Executive Compensation: You will be asked to consider and approve, on an advisory basis, the resolution stated below on Emera’s approach to executive compensation as disclosed in this Circular. This advisory vote forms an important part of the ongoing process of engagement between shareholders and the Board on executive compensation.

Our executive compensation programs are designed to attract, retain, motivate and reward high-calibre leaders to deliver strong performance in alignment with Emera’s corporate strategy and to create and sustain shareholder value. Programs are designed to reflect a blend of short- and long-term incentive plans to reflect our pay-for-performance philosophy and to provide for a significant portion of an executive’s compensation to be at risk, while aligning the structure of programs and payouts with sound risk management and good governance principles.

The Board, through the Management Resources and Compensation Committee (“MRCC”), has directed and reviewed the contents of the Statement of Executive Compensation in this Circular and has unanimously approved it as part of the MRCC’s report to you.

As our shareholder, on an advisory basis, you have the opportunity to vote “For” or “Against” our approach to executive compensation through the following resolution:

“RESOLVED, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Company’s Management Information Circular delivered in advance of the 2023 Annual Meeting of Shareholders of Emera Incorporated.”

 

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Since your vote is advisory, it will not be binding on the Board; however, the Board, and in particular the MRCC, will seriously consider the outcome of the vote and may communicate with certain shareholders as a follow-up matter as part of its ongoing review of executive compensation.

Ms. Sheppard, Mr. Balfour and Mr. Aftanas intend to vote proxies received “For” the advisory resolution on executive compensation, unless otherwise instructed.

 

5.

Senior Management Stock Option Plan Amendment: To consider and, if thought appropriate, to pass an ordinary resolution (the full text of which is reproduced in Appendix “B” to this Circular), ratifying, confirming and approving an amendment to the Company’s Senior Management Stock Option Plan (the “Plan”) providing that if an option is scheduled to expire or be settled during a trading blackout period or within five (5) business days following the expiry of such blackout period, then, notwithstanding any other provision of the Plan, the option shall expire ten (10) business days after a trading blackout period is lifted by the Company. The Plan is an important part of Emera’s long-term incentive program for senior management. For more information about this amendment of the Plan, see Amendment to the Senior Management Stock Option Plan in the Statement of Executive Compensation later in this Circular.

Ms. Sheppard, Mr. Balfour and Mr. Aftanas intend to vote proxies received “For” the approval to amend the Plan, unless a shareholder instructs otherwise in their proxy.

Director Nominees Information

Biographical information about the 11 Director nominees, including age, municipality and country of residence, year first elected or appointed as a Director, principal occupation, education, skills and experience, is included below. Each Director proposed for re-election was elected to their positions on May 26, 2022, and the terms of their appointment will expire at the close of the Meeting unless they are re-elected.

The information also includes Committee memberships and meeting attendance (where applicable) for meetings held in 2022, as well as any memberships on other public company boards in the last five years.

There is information about the common shares and deferred share units (“DSUs”) of Emera held as of the last trading day of each year by each Director nominee for the past three years. The estimated value of each Director nominee’s common shares and DSU holdings is based on the following:

 

Year-end		Closing price of Emera common shares ($)
December 31, 2020			54.10
December 31, 2021			63.22
December 30, 2022			51.75

All Director nominees are required to meet Emera’s share ownership guideline. The information below details their status under the guideline. For further information on Emera’s share ownership guideline for Directors, see Director Share Ownership Guideline in the Statement of Corporate Governance Practices later in this Circular. For further information on the share ownership guidelines for the Company’s executive officers, including Mr. Balfour, see Executive Share Ownership Requirements and Anti-Hedging Policy in the Statement of Executive Compensation.

All Director nominees, except Mr. Balfour, are considered by the Board to be independent. For more information about the Company’s definition of independence, see Director and Chair Independence in the Statement of Corporate Governance Practices later in the Circular.

 

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SCOTT BALFOUR

 

Director Since: 2018		Not Independent, Chief Executive Officer of Emera

 

 

 

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JAMES BERTRAM

 

Director Since: 2018		Independent Director

 

 

 

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HENRY DEMONE

 

Director Since: 2014		Independent Director

 

 

 

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PAULA GOLD-WILLIAMS

 

Director Since: 2022		Independent Director

 

 

 

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KENT HARVEY

 

Director Since: 2017		Independent Director

 

 

 

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LYNN LOEWEN, FCPA, FCA

 

Director Since: 2013		Independent Director

 

 

 

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IAN ROBERTSON

 

Director Since: 2022		Independent Director

 

 

 

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ANDREA ROSEN

 

Director Since: 2007		Independent Director

 

 

 

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JACKIE SHEPPARD

 

Director Since: 2009		Independent Director

 

 

 

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KAREN SHERIFF

 

Director Since: 2021		Independent Director

 

 

 

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JOCHEN TILK

 

Director Since: 2018		Independent Director

 

 

 

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SKILLS AND EXPERIENCE

The table below shows the skills and experience of each Director nominee in areas identified as necessary for effective oversight of Emera given its current operations and strategy. These qualifications are considered in reviewing Board succession and recruiting new Board members.

 

Name of Director Nominees

Scott Balfour

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

James Bertram

✓

✓

✓

✓

✓

✓

✓

Henry Demone

✓

✓

✓

✓

✓

✓

Paula Gold-Williams

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Kent Harvey

✓

✓

✓

✓

✓

✓

✓

✓

Lynn Loewen

✓

✓

✓

✓

✓

✓

✓

✓

Ian Robertson

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Andrea Rosen

✓

✓

✓

✓

✓

✓

✓

Jackie Sheppard

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Karen Sheriff

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Jochen Tilk

✓

✓

✓

✓

✓

✓

Total Number of Directors with Skills

11

11

11

9

8

7

11

9

8

7

DESCRIPTION OF SKILLS AND EXPERIENCE

CEO/Senior Executive – CEO or senior executive experience with a large organization.

Sustainability/ESG – Experience as a senior executive leading, or as a director with oversight responsibilities for, a significant number of Environmental, Social and Governance programs, sustainable practices and policies, corporate social responsibility programs and/or diversity, equity and inclusion initiatives.

Governance – Experience with corporate governance practices and principles at a major organization.

Risk Management – Experience overseeing the various risks facing an organization, with oversight of appropriate policies and procedures to effectively manage risk.

Customer/Stakeholder – Experience as a senior executive in a customer-centric product or service company.

Energy Sector or Utility Sector – Has been a senior executive of a public utility or energy company.

Strategic Planning, M&A or Growth Strategy – Experience defining and driving strategic direction and growth, including leading complex M&A transactions, or leading the growth or transformation of a company.

Talent Management and Executive Compensation – Experience in oversight of executive compensation and incentive- based compensation programs. Experience with talent recruitment and management, workplace culture, equity, diversity and inclusion, succession planning, leadership development, executive recruitment, management of organized labour in a large operating company.

Financial Literacy and Accounting – Experience in corporate finance, overseeing complex financial transactions; experience in financial accounting and reporting, auditing, and internal controls.

Government Relations, Public Policy and Regulatory – Experience in the workings of government and public policy in Canada or the United States, and/or experience within a public or major private corporation with complex legal and regulatory regimes in Canada or the United States.

 

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Compensation of Directors in 2022

The compensation of Directors is designed to:

 

•

Recognize the substantial time commitments required to oversee management of the Company;

 

•

Attract and retain highly skilled and experienced individuals to serve on Emera’s Board;

 

•

Ensure alignment with shareholders’ long-term interests; and

 

•

Support Directors’ independence from management.

For more information about the process of determining Director compensation, see Director Compensation in the Statement of Corporate Governance Practices later in the Circular.

DEFERRED SHARE UNITS

In 2022, the annual retainer for each Director was $252,500, of which $160,000 was payable in deferred share units (“DSUs”) and the balance was payable in cash. Subject to Emera’s share ownership guideline, Directors can elect to receive some or all of their cash compensation in the form of additional DSUs. More information about the Directors’ DSU Plan is provided later in this Circular under the Directors’ DSU Plan section. The Company does not offer option-based awards, non-equity incentive plan participation, or participation in a Company pension plan to its non-executive Directors.

BOARD CHAIR’S ALL-INCLUSIVE RETAINER

The annual Chair’s retainer is an all-inclusive fee, meaning the Board Chair receives no meeting fees or any other retainer for serving as Emera’s Board Chair. The all-inclusive annual retainer of the Board Chair in 2022 was $450,000. This was comprised of $225,000 in DSUs, and the remainder in cash.

COMPENSATION RATES FOR DIRECTORS

Listed below are the annual compensation rates for non-executive Directors. Mr. Balfour does not receive director compensation because he is compensated in the role of President and CEO.

 

Annual retainers for Directors in 2022		Cash amount ($)				DSUs ($)				Total ($)
Annual Chair’s retainer			225,000				225,000				450,000
Annual Director’s retainer			92,500				160,000				252,500
Annual Audit Committee Chair’s retainer			27,500				N/A				27,500
Annual Audit Committee member’s retainer			12,500				N/A				12,500
Annual Management Resources and Compensation Committee Chair’s retainer			22,500				N/A				22,500
Annual Management Resources and Compensation Committee member’s retainer			10,500				N/A				10,500
Annual Nominating and Corporate Governance Committee Chair’s retainer			22,500				N/A				22,500
Annual Nominating and Corporate Governance Committee member’s retainer			10,500				N/A				10,500
Annual Health, Safety and Environment Committee Chair’s retainer			22,500				N/A				22,500
Annual Health, Safety and Environment Committee member’s retainer			10,500				N/A				10,500
Annual Risk and Sustainability Committee Chair’s retainer			22,500				N/A				22,500
Annual Risk and Sustainability Committee member’s retainer			10,500				N/A				10,500

Each Director is entitled to an annual travel allowance of $10,000.

Members of ad hoc committees of the Board receive meeting fees ($1,750 in-person meeting fee; $1,250 videoconference/ telephone meeting fee) for their participation in each committee meeting, but typically receive no annual retainer for being a member of an ad hoc committee because of the nature of the committee’s existence, having generally been established for a specific purpose and a temporary period of time. For further information on the Company’s committees, see Committees of the Board of Directors in the Statement of Corporate Governance Practices later in this Circular.

 

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TOTAL DIRECTOR COMPENSATION IN 2022

Compensation is made up of applicable retainers and the annual $10,000 travel allowance. The travel allowance was determined to not be payable to Directors in the first quarter of 2022 as a result of Directors not travelling due to the COVID-19 pandemic. Directors met in person in the second, third and fourth quarters of 2022 and, as such, earned a proportion of the travel allowance attributable to those quarters.

Mr. Balfour is not included in the table as his compensation for service as Emera’s President and CEO is disclosed in the Statement of Executive Compensation. He does not receive any additional compensation for his services as a member of the Board of Emera or as a member of the Board of any of Emera’s subsidiaries or investments.

In the table below, the columns under the headings “DSUs awarded” and “DSUs held” show detailed information about DSUs received by Directors as compensation.

Total Compensation

 

																		DSUs awarded								DSUs held
Director		Fees earned in 2022 ($) (1)				All other compensation ($)				Total ($)				2022 Share-based awards ($) (2)				Value of DSUs vested during 2022 ($) (3)				Change in value of DSUs held in 2022 ($) (4)				Market value of total DSU holdings ($) (5)
James Bertram			293,034				N/A				293,034				293,034				289,932				(214,753	)			1,258,842
Henry Demone			293,034				N/A				293,034				160,000				215,793				(387,262	)			1,963,047
Paula Gold-Williams (6)			277,035				N/A				277,035				275,132				230,280				N/A				230,280
Kent Harvey (6)			339,400				N/A				339,400				339,400				320,964				(179,207	)			1,129,530
Lynn Loewen			293,534				N/A				293,534				293,534				359,337				(538,884	)			2,790,675
John Ramil (6) (7)			118,368				N/A				118,368				118,368				159,085				(362,326	)			675,862
Ian Robertson			245,534				N/A				245,534				243,547				202,453				N/A				202,453
Andrea Rosen			295,034				N/A				295,034				295,034				452,032				(968,527	)			4,821,821
Richard Sergel (6) (8)			319,910				12,993				332,903				160,000				202,622				(325,381	)			1,670,680
Jackie Sheppard			457,534				N/A				457,534				457,534				632,079				(1,178,049	)			5,947,179
Karen Sheriff			281,034				N/A				281,034				281,034				244,912				(50,227	)			471,535
Jochen Tilk			303,534				N/A				303,534				303,534				293,315				(189,519	)			1,148,399

 

(1)	The “Fees earned in 2022” column is the amount of Directors’ fees, and includes the dollar value of that portion of their retainer paid in DSUs. All fees are in Canadian dollars.

(2)	This column shows the portion of Directors’ fees earned in 2022 that was allocated to DSUs. DSUs granted in 2022 are based on the value of the Emera common share closing price on December 31, 2021 of $63.22.

(3)	This column shows the value of all DSUs received in 2022, including received as dividend equivalents during the year, multiplied by the December 31, 2022 Emera common share closing price of $51.75.

(4)

This column shows the change in value of all DSUs held by each Director at the beginning of the year because of the change to the Emera common share closing price from $63.22 at the beginning of the year to $51.75 on December 30, 2022. Ms. Gold-Williams and Mr. Robertson joined the Board in February 2022, and therefore did not hold any DSUs at the beginning of the year.

(5)	This column shows the value of all DSUs held by each Director at the end of 2022 based on the December 31, 2022 Emera common share closing price of $51.75.

(6)	As US-domiciled Directors, the annual cash retainer, committee retainers, and travel allowance were paid to Ms. Gold-Williams, Mr. Harvey, Mr. Ramil and Mr. Sergel in US dollars, using a one-to-one conversion rate to the Canadian dollar.

(7)	Mr. Ramil retired from the Board on May 26, 2022. He redeemed 21,603 DSUs following his retirement in 2022, leaving a balance of 13,060 DSUs as of December 31, 2022.

(8)	Mr. Sergel also received compensation for serving as a Director of Emera US Holdings Inc.

The table above includes compensation earned by Emera Directors who served on the Board of Directors of Emera subsidiaries. What follows is more information about Emera’s Directors who served on the Boards of its subsidiaries.

 

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COMPENSATION OF EMERA DIRECTORS ON OPERATING COMPANY BOARDS

The Emera Board of Directors, on the recommendation of the Nominating and Corporate Governance Committee (“NCGC”), determines the compensation to be received by Emera Directors who serve on the Boards of Emera’s subsidiaries. Such compensation received by each Emera Director that serves as a Director on the Board of an Emera operating company is reported under “All other compensation” and “Total” in the Total Compensation table on the previous page.

Mr. Sergel was a member of the Board of Directors of Emera US Holdings Inc., a US holding company that holds certain US-based investments of Emera. He receives an annual retainer of $10,000 USD for serving on the Emera US Holdings Inc. Board, plus $1,000 USD for any Board meetings.

DIRECTORS’ SHARE OWNERSHIP GUIDELINE

To align the interests of Directors and shareholders, the Directors are subject to a share ownership guideline (see Director Share Ownership Guideline in the Statement of Corporate Governance Practices) requiring them to own common shares and/or DSUs with a value of at least three times the annual Director’s retainer. This threshold for each Director is currently $757,500. The threshold ownership requirement for the Chair of the Board is currently $1,350,000. For the status of each Director nominee under the Director Share Ownership Guideline, see their biographies presented earlier in this Circular under Director Nominees Information.

DIRECTORS’ DSU PLAN

Under the Directors’ Deferred Share Unit and Share Purchase Plan (the “Directors’ DSU Plan”), non-employee Directors may elect to receive all or any portion of their cash compensation in DSUs in lieu of that cash compensation, subject to the requirement to receive a minimum portion of their annual retainer in DSUs and subject to the Emera Director Share Ownership Guideline.

Directors’ fees are paid on a quarterly basis and, at the time of each quarterly payment, the applicable amount is converted to DSUs. The number of DSUs to be credited is determined by dividing (a) the quarterly portion of the Director’s annual fee that the Director is required to receive in DSUs, together with the portion the Director elected to be paid in DSUs by (b) the fair market value of an Emera common share on the last trading day of the preceding calendar year, with fractions computed to three decimal places.

A DSU is a unit that has a value based upon the value of one Emera common share. When a dividend is paid on Emera’s common shares, the Director’s DSU account is credited with additional DSUs computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per common share by the number of DSUs recorded in the Director’s account on the record date for the payment of such dividend by (b) the market price of a common share as of the dividend payment date.

To further encourage Directors to acquire Emera shares, the Directors’ DSU Plan was amended in September 2022 to provide them with the opportunity to elect to receive market-purchased shares. Under the amended Directors’ DSU Plan, Directors may elect in advance to receive DSUs, common shares of Emera, or a combination of DSUs and shares, in lieu of their cash compensation. Any portion of a Director’s fees that the Director elects to receive in the form of shares would not be deferred compensation (as is the case when a Director receives fees in the form of DSUs) and, therefore, would be subject to applicable income tax withholdings. Thus, compensation net of tax withholdings would be used to purchase shares. Under the amended Directors’ DSU Plan, Directors may request that Company shares acquired on their behalf be (i) sold or (ii) withdrawn from the revised Directors’ DSU Plan and delivered in accordance with such Director’s instructions. Absent special instructions, the custodian would hold the shares in an account maintained by the custodian for the benefit of the Director. Any dividends earned on such shares would be automatically reinvested in shares acquired on the market and credited to the Director’s account.

 

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CERTAIN PROCEEDINGS

To the knowledge of the Company, none of the proposed nominees for election as Directors of the Company:

 

(a)

Are, as at the date of this Circular, or have been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company that:

 

(i)

Was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (an “Order”) that was issued while the proposed nominee was acting in the capacity as director, chief executive officer or chief financial officer; or

 

(ii)

Was subject to an Order that was issued after the proposed nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

 

(b)

Are, as at the date of this Circular, or have been within 10 years before the date of this Circular, a director or executive officer of a company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

(c)

Have, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed nominee.

 

32		EMERA INCORPORATED

IN THIS SECTION:

34 STATEMENT OF CORPORATE GOVERNANCE PRACTICES

 

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Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Governance at Emera

Emera’s commitment to strong governance forms the foundation of our business and our commitment to shareholders.

 

BOARD COMPOSITION   •   Director Independence   •   Board and Committee Leadership   •   Director Recruitment   •   Board and Director Performance Assessments		STRATEGIC OVERSIGHT   •   Oversight of Strategy   •   Strategy and ESG   •   Committees of the Board		RISK MANAGEMENT   •   Oversight of Risk   •   Cybersecurity Oversight		ETHICAL BUSINESS CONDUCT   •   Culture of Integrity   •   Code of Conduct   •   Ethics Hotline		TRANSPARENCY AND DISCLOSURE   •   Shareholder Engagement   •   Disclosure Policy and Practices

Statement of Corporate Governance Practices

 

Corporate governance at a glance
Emera’s Board of Directors annually reviews its approach to corporate governance. It monitors governance best practices, emerging trends of proxy advisors and other sources of governance thought leadership with a view to aligning Emera’s strategy with its governance practices to create and preserve long-term shareholder value. Details of Emera’s corporate governance practices may be found in this Statement of Corporate Governance Practices.
Governance highlights		For details see
Director Independence. All Emera Directors are independent from management except for Emera’s President and Chief Executive Officer.		Director and Chair Independence Page 36
Board and Committee Leadership. The Charter of the Chair of the Board of Directors and position descriptions for each of the Committee Chairs describe the roles and responsibilities for these leadership positions.		Position Descriptions Page 37
Director Recruitment. New Directors are recruited on the basis that they will make a strong contribution and have the background, diversity, skills and experience needed by the Board in view of the Company’s strategy and long-term business plans.		Nomination of Directors and Director Recruitment Process Page 38
Board and Director Performance Assessments. The Board annually assesses its performance and that of the Chair, individual Directors and the Board Committees.		Board and Director Performance Assessments Page 41
Director Compensation. The Company maintains compensation for Directors designed to recognize the substantial time commitment required to oversee management of the Company and to align Directors’ interests with the long-term interests of shareholders.		Director Compensation Page 43
Director Orientation and Ongoing Education. Directors receive an in-depth orientation when they become Board members. Regular site visits are organized for operating facilities and offices. Directors participate in virtual training and education on special topics by videoconference. In addition, special topics of focus or interest are addressed at Board dinners and meetings. Board members are encouraged to continue to pursue education opportunities of relevance to Emera and its business to familiarize themselves with the Company’s business, investments and key Company personnel.		Orientation of Directors and Continuing Education for Directors Page 45

 

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Governance highlights		For details see
Oversight of Strategy. The Board oversees the Company’s strategy and considers the Company’s strategic goals and objectives as part of all of its deliberations. Additionally, the Board reviews the Company’s strategic planning process and, on an annual basis, formally approves the Company’s strategic plan after considering, among other things, the opportunities and risks of the business.		Strategic Oversight Page 46
Strategy and ESG. In conjunction with the Board and Director assessment work, Directors reflect on strategy advancements over the year and recommend actions to be undertaken in the following year to carry out the strategy. Emera’s strategy incorporates Emera’s ESG priorities. As part of assessing the Company’s progress on its strategic goals and objectives, Emera monitors its ESG progress throughout the year.		Strategic Oversight Page 46
Committees of the Board. Five standing Committees assist the Board in carrying out its responsibilities: the Audit Committee; the Management Resources and Compensation Committee; the Nominating and Corporate Governance Committee; the Health, Safety and Environment Committee; and the Risk and Sustainability Committee. Ad hoc special committees are struck from time to time as needed for specific matters.		Committees of the Board of Directors Pages 36 and 55
Oversight of Risk. The Board and, on certain matters by delegation, its Committees oversee the Company’s risk management.		Risk Management Page 50
Cybersecurity Oversight. Cybersecurity risk and mitigation plans are overseen by the Board, with a report on the status of Emera’s cybersecurity program provided to the Risk and Sustainability Committee at each meeting.		Information Security Oversight and Cybersecurity Page 50
Culture of Integrity. Creating a culture of integrity begins with the tone at the top. Directors, Officers and employees are required to annually acknowledge that they have reviewed and understand the Emera Code of Conduct, which itself is overseen by the Nominating and Corporate Governance Committee. The MRCC reviews culture indices including employee surveys and other cultural metrics.		Ethical Business Conduct Page 52
Shareholder Engagement. Emera Directors are always interested in receiving shareholders’ views about the Company. Shareholders can communicate directly with the Chair of the Board or other independent Directors through private and confidential correspondence.		Engagement Page 54
Please read Emera’s entire Statement of Corporate Governance Practices on the following pages for additional important details about the Company’s governance practices.

 

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Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

About Emera Inc.’s Board

BOARD OF DIRECTORS CHARTER

The Emera Board is responsible for overseeing the management of the business of the Company and for providing stewardship and governance for the long-term success of the Company.

The Board of Directors Charter (included in Appendix A) is reviewed annually and sets out the duties and responsibilities of the Board in the areas of:

 

•

Strategic Planning

 

•

Culture

 

•

Risk Responsibility

 

•

Leadership and Succession

 

•

Financial Performance

 

•

Corporate Communications and Public Disclosure

 

•

Governance Responsibility

OPERATING COMPANY GOVERNANCE

Emera’s operating subsidiaries also have robust and disciplined governance processes that have been developed to reflect Emera’s governance principles. In our largest operating subsidiaries, external, independent and local Directors are added to the operating company Board until they form a majority on the Board. Local Directors bring an additional connection to the community where the business is located.

The Chair of each operating company Board is elected in accordance with the operating company’s organizational documents and is typically Emera’s CEO or an Emera executive based on the CEO’s recommendation. Additional Emera and operating company executives may also be Directors but combined would typically form a minority of the Board. Emera’s operating companies seek to achieve and maintain a Board comprised of talented and dedicated Directors with a diverse mix of experience, skills and backgrounds.

As the parent holding company, Emera provides certain corporate-wide services to its operating companies. These corporate- wide services include safety, environment, compliance, internal audit, insurance, corporate security and treasury services. Enterprise-wide policies such as Emera’s safety management system are either expressly adopted by an operating company Board, or the impact is considered by Emera through consultation with the operating company, which may result in operating company specific adjustments.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has five standing Committees to assist it in carrying out its duties. They are the:

 

•

Risk and Sustainability Committee (“RSC”);

 

•

Audit Committee;

 

•

Management Resources and Compensation Committee (“MRCC”);

 

•

Nominating and Corporate Governance Committee (“NCGC”); and

 

•

Health, Safety and Environment Committee (“HSEC”).

From time to time, the Board may establish ad hoc committees to assist the Board on specific matters of a temporary nature. For the full text of the RSC, Audit Committee, MRCC, NCGC and HSEC Charters, visit www.emera.com/governance.

DIRECTOR AND CHAIR INDEPENDENCE

Ms. Sheppard, the Chair of the Board, is an independent Director. The Articles of Association of the Company require that the Chair of the Board and the President and CEO be separate individuals.

All Emera Directors are independent from management, except for Mr. Balfour, who is President and CEO of Emera. All of the Board Committees must be comprised entirely of independent Directors, except for the HSEC and the RSC, which are required to be majority independent.

 

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Use of the term “independent” in relation to a Director means a Director is independent as defined under applicable Canadian securities laws and, in particular, is free of any direct or indirect material relationship, which could, in the view of the Board of Directors, be reasonably expected to interfere with the Director’s independent judgment.

Except for Mr. Sergel, who receives a retainer for being a member of the Board of Emera’s subsidiary, Emera US Holdings Inc., Directors receive no other remuneration from Emera other than Directors’ retainers, fees or retainers for service as a Director or Chair of the Board or Chair or member of a Committee. Ms. Sheppard receives an all-inclusive annual retainer as Chair of the Board of Emera. As noted earlier in the Circular under the section Compensation of Directors in 2022, Mr. Balfour does not receive any additional compensation for his services as a member of the Board of Emera or as a member of the Board of any of Emera’s subsidiaries or investments, beyond his compensation as Emera’s President and CEO.

The Company’s Articles of Association provide that no more than two Directors may be employees of the Company or one of its operating companies. Mr. Balfour, as President and CEO of the Company, is the only Director employed by the Company.

POSITION DESCRIPTIONS

Chair of the Board

The Chair provides leadership to the Board, in order that it may fulfil its duties effectively, efficiently and independent of management. The Chair’s role is to ensure the Board and shareholder meetings function effectively. The Chair leads the Board discussions and represents the Board in providing additional advice and counsel to the President and CEO, and senior leadership. Under the leadership of the Nominating and Corporate Governance Committee, the Chair participates in the recruitment and retention of Directors and oversees appropriate processes to determine that the Board of Directors has the requisite skill sets needed by the Company. The Chair also leads the conduct of an annual assessment of the effectiveness of the overall Board and its members. The Board has adopted a Chair of the Board of Directors Charter which delineates the role of the Chair and their responsibilities. A copy of the Chair of the Board of Directors Charter can be found at www.emera.com.

Committee Chairs

The Board has adopted written position descriptions for each Committee Chair, which detail the duties of the Committee Chairs. Each Committee Chair is required to provide leadership to the Committee members and support the Committee’s effective fulfilment of its mandate. The position descriptions for each Committee Chair can be found at www.emera.com.

President and Chief Executive Officer

The President and CEO is responsible for leadership of the Company and its employees. He or she is responsible for defining, communicating and implementing the direction, goals and core values of the Company, including:

 

•

Leading the development of Emera’s vision and strategic plans;

 

•

Delivering Emera’s financial performance;

 

•

Developing senior leadership succession planning and development as detailed in the section later in this Circular entitled Succession Planning and Leadership Development; and

 

•

Managing Board relations.

The roles and responsibilities of the President and CEO are contained in his or her employment contract. The President and CEO’s employment contract is reviewed by the Chair of the Board of Directors and the MRCC, and is approved by the Board of Directors.

Among the various responsibilities of the Board, CEO selection is of critical importance. The Board oversees the succession planning program for the CEO.

BOARD SIZE

The Articles of Association provide that the number of Directors on the Company’s Board must not be less than eight and not more than 15. Eleven Director nominees are being proposed for election at the 2023 Annual Meeting.

 

		EMERA INCORPORATED		37