Hydro One Ltd 6-K, filed Apr 14, 2021

Hydro One Ltd (HRNNF)

6-K 2021-04-14 For: 2021-04-30

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Added on April 06, 2026

About this 6-K

Hydro One Ltd filed this 6-K on April 14, 2021.

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99.1	Notice of Annual Meeting of Shareholders and Management Information Circular.
99.2	Form of Proxy.

	HYDRO ONE LIMITED

	/s/ Paul Harricks
	Name: Paul Harricks
	Title: Chief Legal Officer
	Date: April 13, 2021

Internet voting		For all shareholders, registered and non-registered (beneficial), go to www.proxyvote.com
Telephone voting		Call the toll-free number shown on the form of proxy or voting instruction form
Voting by mail or delivery		Complete the form of proxy or voting instruction form and return it in the envelope provided


Table of Contents


1	BUSINESS OF THE MEETING	2	CORPORATE GOVERNANCE	3	EXECUTIVE COMPENSATION


Items of Business	3	Hydro One’s Corporate Governance Practices	28	Letter to Shareholders	56
1. Financial Statements	3	The Governance Agreement and the July 11, 2018 Letter		Compensation Discussion and Analysis	60
2. Election of Directors	3	Agreement with the Province	29
3. Appointment of External Auditors	4	Board Structure	30	Other information
4. Say on Pay	5	Quorum	31	Directors’ and Officers’ Liability Insurance	98
Information About Voting	6	Position Description	31	Indebtedness of Directors, Officers and Employees	98
About the Nominated Directors	14	Nomination of Directors	32	Interest of Informed Persons in Material Transactions	98
What We Expect from Our Directors	14	Independence	34	Interest of Certain Persons in Matters to be Acted Upon	98
Our Director Nominees at a Glance	15	Ethical Business Conduct	34	Shareholder Proposals and Nominations	99
Director Profiles	15	Skills and Experience of the Board	35	Other Business	99
Director Compensation	22	Term Limits	37	Additional Information	99
Director Compensation Table	23	Limit of Directorships	37
Non-Employee Director Share Ownership Requirements and Equity Ownership	23	Board Interlocks	37	Schedule “A” Hydro One Limited Mandate for the Board of Directors	100
Board/Committee Memberships & Meeting Attendance	25	Majority Voting Policy	38
In Camera Meetings	27	Diversity and Inclusion at Hydro One	38
Cease Trade Orders and Bankruptcies	27	Succession Planning and Talent Management	40
Penalties or Sanctions	27	Board Assessments	41
		Orientation and Continuing Education	42
		Board Priorities	44
		The Board’s Role in Strategy	44
		Enterprise Risk Management	45
		Stakeholder Engagement	47
		Public Disclosure of Governance Materials	49
		Internal Controls and Management Information Systems	49
		Committee Reports	50


	In this document:

	●	we, us, our, the company and Hydro One mean Hydro One Limited
	●	you and your mean holders of our common shares
	●	common shares and shares mean the common shares of Hydro One
	●	AGM and shareholder meeting mean annual general meeting of shareholders

	BUSINESS OF THE MEETING		CORPORATE GOVERNANCE		EXECUTIVE COMPENSATION

Read about the four items of business and how to vote your shares		Learn about our governance practices		See how we compensated our Named Executive Officers in 2020 and why

pages 3-27		pages 28-54		pages 55-97

	1	BUSINESS OF THE MEETING
Business of	1	BUSINESS OF THE MEETING
the Meeting


Items of Business

As set out in the notice of meeting, shareholders of Hydro One will be asked to receive or consider the following matters at the meeting:

1	Financial Statements

	The audited consolidated financial statements of Hydro One for the fiscal year ended December 31, 2020 and the report of the external auditors on the financial statements will be received.

2	Election of Directors

	The company’s board of directors (the board) currently comprises 11 directors. The directors, with the exception of Ms. Mowbray, were elected at the company’s May 8, 2020 annual general meeting of shareholders. Ms. Mowbray was appointed to the board effective July 23, 2020.

	At the company’s 2021 AGM, shareholders will be asked to elect 11 directors (the nominated directors) in accordance with Hydro One’s majority voting policy.

	All directors elected will hold office until the next annual meeting of shareholders or until their successors are elected or appointed. Other details about the nominees for election as directors are provided starting on page 14.

	The board recommends that you vote FOR the election to the board of each of the nominated directors.

	The table below summarizes the 2020 voting results for each of the nominated directors who are standing for re-election at the 2021 annual general meeting of shareholders.

2020 Director Nominee Voting Results	Votes For (%):	Votes Withheld (%):
Cherie Brant	99.92	0.08
Blair Cowper-Smith	99.91	0.09
David Hay	99.92	0.08
Timothy Hodgson (chair)	99.91	0.09
Jessica McDonald	99.85	0.15
Mark Poweska	99.92	0.08
Russel Robertson	99.22	0.78
William Sheffield	99.92	0.08
Melissa Sonberg	99.92	0.08
Susan Wolburgh Jenah	99.92	0.08

	Year ended, December 31, 2020		Year ended December 31, 2019
Audit Fees⁽¹⁾	$	2,218,510	$	1,782,600
Audit-Related Fees⁽²⁾	$	338,965	$	336,400
Tax Fees⁽³⁾:
Tax Compliance and SR&ED Claim	$	—	$	35,000
General Tax Advice	$	15,750	$	6,762
Other Fees	$	—	$	—
Total	$	2,573,225	$	2,160,762

		For (%)				Withhold (%)
2020 Appointment of Auditor Results			99.91				0.09

		For (%)				Withhold (%)
2020 Say on Pay Results			98.08				1.92

Matters to Vote on	How Management Proxyholders Will Vote
Election of directors	*For* each nominee
Appointment of the external auditors at a remuneration to be fixed by the board	*For*
Say on Pay	*For*

	Public Board Interlocks	Independent³	Gender	Audit Committee	Indigenous Peoples, Safety & Operations Committee (IPSO)	Human Resources Committee	Governance & Regulatory Committee
Cherie Brant	–	✔	F	✔	✔
Blair Cowper-Smith	–	✔	M			✔	*
David Hay	–	✔	M	✔	*
Timothy Hodgson⁽¹⁾(Chair)	–	✔	M
Jessica McDonald	–	✔	F		✔	✔
Stacey Mowbray	–	✔	F		✔		✔
Mark Poweska⁽¹⁾	–	–	M
Russel Robertson⁽²⁾	–	✔	M	*		✔
William Sheffield	–	✔	M	✔			✔
Melissa Sonberg	–	✔	F	✔		*
Susan Wolburgh Jenah	–	✔	F		✔		✔

Gender	Age


Voting Results	Geographic Mix


Race

		Cherie Brant Cherie Brant is a partner and national leader for Indigenous law group at Borden Ladner Gervais LLP. Ms. Brant has a commercial practice across a wide variety of sectors, including energy and transmission, land development and financing on First Nations lands, franchising, cannabis and economic development. She also provides strategic policy and governance counsel to Indigenous groups. Prior to joining Borden Ladner Gervais LLP, Ms. Brant was a partner at another major Canadian law firm, where she had been practicing since 2013. Ms. Brant is both Mohawk and Ojibway from the Mohawks of the Bay of Quinte and Wiikwemkoong Unceded Indian Territory. She serves on the boards of the Anishnawbe Health Foundation, Canadian Council for Aboriginal Business and participates on the advisory committees for the Aboriginal Energy Working Group of the Independent Electricity System Operator (IESO), the Aboriginal Education Council for Centennial College and Advisory Council for Nationhood Council House. Her previous directorships include Women’s College Hospital and Trillium Gift of Life. Ms. Brant holds a Bachelor of Environmental Studies, Urban and Regional Planning Program from the University of Waterloo and a Juris Doctor from the University of Toronto. She is a member of the Ontario Bar Association and the Law Society of Ontario. In 2017, Ms. Brant received the Lexpert Zenith Award, a national award recognizing women’s contributions in the law and in 2012, she was named one of Lexpert’s “Rising Stars: Leading Lawyers Under 40.

INDEPENDENT


Ontario, Canada Director since August 14, 2018 Partner, Borden Ladner Gervais Nominee of the Province Not eligible for re-election in 2030

		Blair Cowper-Smith Blair Cowper-Smith is the principal of Canadian advisory firm Erin Park Business Solutions. Previously, Mr. Cowper-Smith was Chief Corporate Affairs Officer of Ontario Municipal Employees Retirement System (OMERS) where he also served as a member of the Senior Executive Team, with responsibilities including regulatory affairs, law and governance. Prior to joining OMERS, he was a Senior Partner at McCarthy Tetrault LLP, where his practice focused on mergers and acquisitions, infrastructure, governance and private equity. Mr. Cowper-Smith’s current or prior board appointments include Porter Airlines, 407 ETR, the Financial Services Regulatory Authority of Ontario, the Global Strategic Investment Alliance and Face the Future Foundation. He served on the Public Policy Committee of the Canadian Coalition for Good Governance and on the Securities Advisory Committee of the Ontario Securities Commission. Mr. Cowper-Smith regularly delivers lectures on governance at the Directors College at McMaster University. Mr. Cowper-Smith holds a Bachelor of Laws (LLB) and Master of Laws (LLM) from Osgoode Hall Law School at York University and holds his ICD.D.

INDEPENDENT

Ontario, Canada Director since August 14, 2018 Corporate Director Nominee of the Province Not eligible for re-election in 2023

		David Hay David Hay is the Managing Director of Delgatie Incorporated, a strategic advisory firm. He is the former Vice-Chair and Managing Director of CIBC World Markets Inc., a role he held until 2015. From 2004 until 2010, he was President and CEO of New Brunswick Power Corporation. Prior to that Mr. Hay held senior investment banking roles as Senior Vice President and Director responsible for mergers and acquisitions with Merrill Lynch Canada and Managing Director of European mergers and acquisitions with Merrill Lynch International based in London, England. Mr. Hay spent the early part of his career as a practicing lawyer at Osler, Hoskin & Harcourt and taught at both the University of Toronto and University of New Brunswick. Mr. Hay was a Law Clerk to the Chief Justice of the High Court of the Supreme Court of Ontario from 1981 until 1982. Mr. Hay also sits on the boards of EPCOR Utilities Inc., and the Council of Clean and Reliable Energy. Prior directorships include Toronto Hydro-Electric System Limited, where he was Vice-Chair, and Associated Electric & Gas Insurance Services Limited (AEGIS). Mr. Hay also Chaired the boards of both Beaverbrook Art Gallery and SHAD Canada. Mr. Hay holds a Bachelor of Laws from Osgoode Hall Law School, York University and a Bachelor of Arts from the University of Toronto (Victoria College). He is a Fellow of the Ivey Energy and Policy Institute and holds his ICD.D.

INDEPENDENT

Ontario, Canada Director since August 14, 2018 Managing Director, Delgatie Incorporated Not eligible for re-election in 2030

		Timothy Hodgson Timothy Hodgson is a corporate director and currently serves as Chair of Hydro One. Mr. Hodgson also Chairs the board of Sagicor Financial Company Limited (SFC), a financial and life insurance company and sits on the board of Sagicor Group Jamaica, a majority owned subsidiary of SFC and the Public Sector Pension Investment Board (PSP Investments). Mr. Hodgson was formerly Managing Partner of Alignvest Management Corporation from 2012 until his retirement in August 2019. He was Special Advisor to Mr. Mark Carney, Governor of the Bank of Canada from 2010 to 2012. From 1990 to 2010, Mr. Hodgson held various positions in New York, London, Silicon Valley and Toronto with Goldman Sachs and served as Chief Executive Officer of Goldman Sachs Canada from 2005 to 2010, with overall responsibilities for the firm’s operations, client relationships and regulatory matters. His prior directorships include MEG Energy, Alignvest Acquisition Corporation, Alignvest Acquisition II Corporation, The Global Risk Institute, KGS-Alpha Capital Markets, Next Canada, the Ivey School of Business and Bridgepoint Health. Mr. Hodgson holds a Masters of Business Administration from The Ivey School of Business at Western University and a Bachelor of Commerce from the University of Manitoba. He is a Fellow of the Institute of Chartered Professional Accountants (FCPA) and holds his ICD.D.

INDEPENDENT

Ontario, Canada Director since August 14, 2018 Corporate Director Not eligible for re-election in 2030

		Jessica McDonald Jessica McDonald is an independent corporate director serving on the boards of publicly traded companies in Canada and the United States. She served as Chair of the board for Canada Post from 2017 to 2020 as well as serving as President and CEO of Canada Post on an interim basis for a year during that time. From 2014 to 2017, Ms. McDonald held the role of President and CEO at BC Hydro. Her prior experience also includes Chair of Powertech Labs, and board Director for Powerex. She serves on the Member Council of Sustainable Development Technology Canada, and was previously a Visiting Fellow at Stanford’s Center for Energy Policy and Finance. Ms. McDonald currently sits on the boards of the Greater Vancouver Board of Trade, as well as Coeur Mining. She has extensive experience in government, including Deputy Minister to the Premier and Head of the Public Service of British Columbia. Ms. McDonald has been named to Canada’s Top 100 Most Powerful Women Hall of Fame, Canada’s Diversity 50, and Canada’s Top 40 Under 40. She holds her ICD.D. and CERT Certificate in Cybersecurity Oversight.

INDEPENDENT

British Columbia, Canada Director since August 14, 2018 Corporate Director Not eligible for re-election in 2030


		Stacey Mowbray Stacey Mowbray most recently served as the President of North America at WW International (formerly Weight Watchers). Prior to that, Ms. Mowbray served as President and Chief Executive Officer at The Second Cup Ltd. Ms. Mowbray has extensive marketing and brand experience from years of leading those functions at high profile brands such as Molson Coors Brewing Company, Cara Operations and Pepsi Cola. She also serves on the boards of the Currency Exchange International, Sleep Country Canada and Bonne O Holdings and is a volunteer on the operating board of Trillium Health Partners. Her prior directorships include Second Cup Coffee Company, Liquor Control Board of Ontario, Niagara Ventures Corp, as well as the Coffee Association of Canada and Kingsway College School. Ms. Mowbray holds a Master of Business Administration in Finance and Marketing from York University, as well as Bachelor of Business Administration from Wilfrid Laurier University.

INDEPENDENT

Ontario, Canada Director since July 23, 2020 Corporate Director Not eligible for re-election in 2032

		Russel Robertson Russel Robertson served as Executive Vice President and Head, Anti- Money Laundering, at BMO Financial Group from 2014 to 2016. Prior to this Mr. Robertson served as Executive Vice-President, Business Integration from 2011 to 2014, where he oversaw the integration of Harris Bank and Marshall & Ilsley Bank to form BMO Harris Bank and as Chief Financial Officer, BMO Financial Group from 2008 to 2011. Before joining BMO, he spent over 35 years as a Chartered Professional Accountant holding various senior positions, including the positions of Vice-Chair, Deloitte & Touche LLP (Canada) and Canadian Managing Partner, Arthur Andersen LLP (Canada). Mr. Robertson sits on the board of Bausch Health Companies Inc. and on the Board of Turquoise Hill Resources Ltd., where he chairs both audit committees. Previous directorships include Virtus Investment Partners Inc. Mr. Robertson holds a Bachelor of Arts (Honours) in Business Administration from the Ivey School of Business at Western University. He is a Chartered Professional Accountant (FCPA, FCA), a Fellow of the Institute of Chartered Accountants (Ontario) and holds his ICD.D.

INDEPENDENT

Ontario, Canada Director since August 14, 2018 Corporate Director Nominee of the Province Not eligible for re-election in 2023

		William Sheffield William Sheffield has been a corporate director since 2004 and is the former CEO of Sappi Fine Papers, headquartered in South Africa. Previously, he held senior roles with Abitibi-Consolidated Inc. and Abitibi-Price Inc. He began his career in the steel industry and held General Manager, Industrial Engineering and Cold Mill Operating roles at Stelco Inc. Mr. Sheffield has sat on the board of Houston Wire & Cable Company since 2006, and sits on the board of Velan Inc. Previous directorships include Canada Post Corporation, Ontario Power Generation, Corby Distilleries, Royal Group Technologies and SHAD. In addition to having served on the boards of a number of public companies, Mr. Sheffield is also a member of several advisory and not-for-profit boards. Mr. Sheffield holds a Bachelor of Science (Chemistry) from Carleton University, an MBA from McMaster University and holds his ICD.D. In 2015, he was awarded a Fellowship from the National Association of Corporate Directors in the U.S. He also completed the Family Enterprise Advisors Program (FEA) at the University of British Columbia.

INDEPENDENT

Ontario, Canada Director since August 14, 2018 Corporate Director Not eligible for re-election in 2024

		Melissa Sonberg Melissa Sonberg is a Professor of Practice and has been a member of McGill University’s Desautels Faculty of Management since 2014. She spent the early part of her career in the healthcare industry before joining Air Canada, where she held leadership positions in a range of customer facing, operational and corporate functions. Ms. Sonberg was part of the founding executive team of Aeroplan, which became part of AIMIA Inc. Ms. Sonberg held positions of Senior Vice President, Human Resources & Corporate Affairs and Senior Vice President, Global Brands, Communications and External Affairs at AIMIA from 2001 to 2013. Ms. Sonberg sits on the boards of Exchange Income Corporation, Athennian, Canadian Professional Sales Association, Group Touchette, and Women in Capital Markets. Previous directorships include MD Financial Holdings, Inc., Rideau, Inc., Via Rail Canada, University of Ottawa’s International Advisory Board, Equitas – International Centre for Human Rights Education and the McGill University Health Centre. Ms. Sonberg holds a Bachelor of Science (Psychology) from McGill University, a Masters of Health Administration from the University of Ottawa and holds her ICD.D. She is a Certified Human Resource Executive.

INDEPENDENT

Québec, Canada Director since August 14, 2018 Professor of Practice, McGill University Not eligible for re-election in 2030


		Susan Wolburgh Jenah Susan Wolburgh Jenah is a corporate director and has over 30 years’ experience as a senior regulator, executive and lawyer. Throughout her career, she has served on numerous corporate, Crown corporation and not-for-profit boards and expert advisory committees. Ms. Wolburgh Jenah currently holds board positions at Laurentian Bank of Canada, Aecon Group Inc. and is Vice-Chair of Humber River Hospital. She is a member of the Independent Review Committee of Vanguard Investments Canada. Recent prior directorships include serving as a Public Governor of the U.S. Financial Industry Regulatory Authority, as Chair of the NEO Exchange, and as a director of Aequitas Innovations, The Global Risk Institute, and the Investment Industry Regulator Organization of Canada (IIROC). Ms. Wolburgh Jenah was the founding President and CEO of IIROC and held numerous executive roles at the Ontario Securities Commission, including Vice-Chair, Acting Chair, General Counsel and Head of International Affairs. Ms. Wolburgh Jenah is also a member of the C.D. Howe National Advisory Council and served as Mentor to the Catalyst Women on Board Program. She is a prior Fellow and Adjunct Professor at Osgoode Hall Law School and recipient of the Osgoode Hall Gold Key for Achievement in 2011. Ms. Wolburgh Jenah holds her ICD.D.

INDEPENDENT

Ontario, Canada Director since January 1, 2020 Corporate Director Nominee of the Province Not eligible for re-election in 2030

		Mark Poweska Mark Poweska is President and CEO of Hydro One Limited. With approximately 1.4 million valued customers, over $30 billion in assets and 2020 annual revenues of approximately $7.3 billion, Mr. Poweska leads Ontario’s largest electricity transmission and distribution provider and is a proven leader with a reputation for prioritizing safety, exceeding customer expectations, cutting costs and improving operational performance. With a team of approximately 8,700 skilled and dedicated employees (on average during 2020), Mr. Poweska has devised a new corporate strategy that sets a clear vision for the future of Hydro One. Mr. Poweska has deep industry knowledge and an ability to develop enduring relationships with industry partners, unions, Indigenous communities, regulators and all levels of government. Prior to joining Hydro One, Mr. Poweska served as Executive Vice President, Operations at BC Hydro. During his tenure in the role, Mr. Poweska successfully led the merger of the former Transmission and Distribution organization with the Generation organization. During his more than 25 years at BC Hydro, Mr. Poweska has proven that he can build a strong safety culture, put customers first and improve efficiency. Mr. Poweska is a mechanical engineer with experience at all levels of the electricity industry, from the front line to the executive team. Mr. Poweska is the Chair of the board of Directors of the Ontario Energy Association and serves on the board of the Western Energy Institute. He was recognized by the Ontario Energy Association as Leader of the Year for 2020 for his leadership of Hydro One’s transformation to be more customer-driven, sustainable, safe, and efficient.

NOT INDEPENDENT

Ontario, Canada Director since May 10, 2019 President and CEO of Hydro One

Role	Cash Component ($)	Equity Component ($)	Total ($)
Board chair	61,260	61,260	122,520
Committee chair¹	43,392	43,393	86,785
Other directors	40,840	40,840	81,680

Total Compensation				Form of Payment⁽¹⁾
Name	Board Retainer ($)	Committee Chair Fees ($)	Total Fees ($)⁽¹⁾	Received as Cash ($)	Value Received as Director DSUs ($)⁽²⁾	Director DSU Component of Total Compensa- tion (%)
Cherie Brant	81,260	0	81,260	40,630	40,630	50
Blair Cowper-Smith	81,260	5,079	86,339	43,169	43,169	50
Anne Giardini⁽³⁾	28,303	1,769	30,072	14,151	15,920	53
David Hay⁽⁴⁾	81,260	3,310	84,570	42,285	42,285	50
Timothy Hodgson	0	0	121,890	60,945	60,945	50
Jessica McDonald	81,260	0	81,260	40,630	40,630	50
Stacey Mowbray⁽⁵⁾	35,957	0	35,957	17,978	17,978	50
Russel Robertson	81,260	5,079	86,339	43,169	43,169	50
William Sheffield	81,260	0	81,260	0	81,260	100
Melissa Sonberg	81,260	5,079	86,339	5,079	81,260	94
Susan Wolburgh Jenah	81,260	0	81,260	0	81,260	100

3.	Ms. Giardini was compensated for her service until she stepped down from the board on May 7, 2020.
4.	Following Mr. Hay’s appointment as IPSO Committee Chair (then known as the Health, Safety, Environment and Indigenous Peoples Committee) on May 8, 2020 his compensation changed to reflect his position.

	Equity Ownership March 31, 2021		Equity Ownership March 20, 2020		Net Change		Market Value ($) December		Year to meet share ownership
Name	Common Shares	DSUs	Common Shares	DSUs	Common Shares	DSUs	31, 2020	SOR⁽¹⁾	requirement
Cherie Brant	–	5,776	–	3,701	–	2,075	165,482	0.56x	2024
Blair Cowper-Smith	–	6,288	–	4,076	–	2,212	180,151	0.61x	2024
David Hay	–	5,859	–	3,701	–	2,158	167,860	0.57x	2024
Timothy Hodgson	–	7,077	–	4,037	–	3,040	202,756	0.47x	2024
Jessica McDonald	–	5,776	–	3,701	–	2,075	165,482	0.56x	2024
Stacey Mowbray	–	988	–	–	–	988	28,306	0.12x	2026
Russel Robertson	–	5,965	–	3,768	–	2,197	170,897	0.58x	2024
William Sheffield	99	12,198	99	8,017	0	4,181	349,473	1.18x	2024
Melissa Sonberg	–	11,552	–	7,402	–	4,150	330,965	1.12x	2024
Susan Wolburgh Jenah	2,143	3,794	2,143	–	0	3,794	108,698	0.62x	2026

	Director Name	Regular	Short Notice	Total	%
Audit	Anne Giardini	2 of 2	0 of 0	2 of 2	100%
	David Hay	3 of 3	0 of 0	3 of 3	100%
	Jessica McDonald	3 of 3	0 of 0	3 of 3	100%
	Russel Robertson	3 of 3	0 of 0	3 of 3	100%
	William Sheffield	3 of 3	0 of 0	3 of 3	100%
Governance	Cherie Brant	3 of 3	4 of 4	7 of 7	100%
	Blair Cowper-Smith	3 of 3	4 of 4	7 of 7	100%
	Melissa Sonberg	2 of 3	4 of 4	6 of 7	86%
	Susan Wolburgh Jenah	3 of 3	4 of 4	7 of 7	100%
Health, Safety, Environment and Indigenous Peoples	Cherie Brant	3 of 3	0 of 0	3 of 3	100%
	Anne Giardini	2 of 2	0 of 0	2 of 2	100%
	David Hay	3 of 3	0 of 0	3 of 3	100%
	William Sheffield	3 of 3	0 of 0	3 of 3	100%
Human Resources	Blair Cowper-Smith	3 of 3	0 of 1	3 of 4	75%
Human Resources	Jessica McDonald	3 of 3	1 of 1	4 of 4	100%
	Russel Robertson	3 of 3	1 of 1	4 of 4	100%
	Melissa Sonberg	3 of 3	1 of 1	4 of 4	100%

		2	CORPORATE GOVERNANCE
Corporate		2	CORPORATE GOVERNANCE
Governance

Hydro One and the board recognize the importance of corporate governance to the effective long-term management and value of the company. Independence, integrity and accountability are the foundation of our approach to corporate governance. This section discusses in more detail our approach to corporate governance, the priorities of the board and what we expect from our directors.


Hydro One’s Corporate Governance Practices

Hydro One maintains corporate governance policies, procedures and practices that reflect our commitment to corporate governance best practices. Our practices generally exceed the rules and regulations issued by Canadian Securities Administrators and the Toronto Stock Exchange. The governance committee and the board regularly review the company’s governance practices in response to changing governance expectations, regulations and best practices and makes recommendations to the board for change on an ongoing basis.

	The governance agreement requires approval of the board by way of a special resolution of at least two-thirds of the votes cast at a board meeting or unanimous written consent of all directors is required in order to make changes to the director skills matrix, board diversity policy, majority voting policy, stakeholder engagement policy, corporate disclosure policy, corporate governance guidelines, mandate for the Hydro One Ombudsman, mandates of the board and its committees and its structure, position descriptions for the CEO, the board chair, the directors and the committee chairs, code of business conduct, whistleblower policy, executive share ownership guidelines, anti-hedging policy and compensation recoupment policy.

	You can find more information on our governance practices and policies on our website at: https://www.hydroone.com/about/corporate-information/governance

	✔	What We Do
		Independence
	✔	All of our directors are independent (except for the CEO) and all members of our board committees are independent
	✔	Separate roles of board chair and the CEO
	✔	In camera sessions - independent directors meet without management at each board and committee meeting
	✔	Board committees have full authority to retain independent advisors
		Leadership and development
	✔	We have a comprehensive orientation process for new directors and an ongoing education program for the board
	✔	Board assessments are conducted annually to ensure board effectiveness


	✔	What We Do
		Diversity and succession
	✔	Our board represents a diverse mix of skills, background and experience – currently, 45% of our directors are female
	✔	Robust majority voting policy that is informed by best-in-practice governance standards
	✔	Formal succession planning process in place for the executive leadership team, and the board
	✔	We use an independent recruiting firm to help identify and track a diverse group of board succession candidates
	✔	Limit other public company directorships and board interlocks Instituted
	✔	director term and age limits
		Ethics and integrity
	✔	Promote a strong culture of integrity and ethical behaviour guided by a code of business conduct
		Shareholder engagement and alignment
	✔	Provide shareholders with an annual say on pay vote
	✔	Minimum director share ownership requirements equivalent to 3x total annual retainer
	✔	Formal shareholder engagement policy describes how shareholders can provide direct feedback to the board and we engage with shareholders throughout the year
	✔	Disclose directors’ equity holdings and require at least 50% of annual board retainer in equity, to align interests with those of our shareholders
	✖	What We Don’t Do
	✖	No over boarding – no director simultaneously sits on more than four public company boards
	✖	No stock option awards for directors
	✖	No staggered board – all our directors are elected annually
	✖	No dual class, non-voting or subordinated voting shares
	✖	No monetization or hedging of common shares or equity compensation

Accounting/Finance	Senior financial officer of a publicly listed company or major organization or experience in financial accounting and reporting, and corporate finance (familiarity with internal financial controls, Canadian or US GAAP, and/or International Financial Reporting Standards).
Human Resources/ Executive Compensation/ Union Relations	Strong understanding of human resource development, organizational/ personal development and training working with a unionized workforce and compensation, benefit and pension programs, with specific expertise in executive compensation programs.
Customer	Experience with mass consumer-facing business, major retail channels and customer-focused strategy.
Energy Sector	Experience in the utility/electricity industry, combined with a strong knowledge of market participants.
Capital Markets	Experience in investment banking, finance or in major mergers and acquisitions.
Stakeholder Engagement (including Indigenous Peoples)	Experience in, or a strong understanding of, communications and relations with investors, customers, regulators, and community relations, especially experience in relations with Indigenous communities.
Government/Regulatory/ Public Policy	Experience in, or a strong understanding of, complex legal and regulatory regimes, the workings of government and public policy in Canada and internationally.
Information Technology/ Digital & Cyber Security	Experience in information technology, digital, operating technology, artificial intelligence and cyber security with knowledge of leading practices in governance and oversight; procedures and controls; operations; and project delivery.

Risk Management	Experience or understanding of enterprise risk management systems, procedures and practices.
Business Transformation	Experience driving strategic direction changes and leading growth of an organization.
Sustainability	Experience in the key areas of environment, social and governance so that we can operate safely in an environmentally and socially responsible manner.
Large Company/ Senior Executive	Experience as a chief executive officer, chief operating officer or chief financial officer of a publicly listed company or major organization.

Term Limit	Age Limit
Non-executive directors cannot stand for re-election 12 years after the date on which the director first began serving on the board of directors of Hydro One or any of its subsidiaries, except in special circumstances (including if necessary to facilitate orderly board renewal) on the recommendation of the GRC	No director shall be appointed or elected as a director after that person has reached 75 years of age, unless otherwise determined by the board
Committee Chair Service Review
After a director has held the position of committee chair for a period of four years, the GRC will review and consider whether a change to the committee chair would be appropriate

BlackNorth Initiative Pledge Signatory since 2020	Committed to ending systemic Black racism through various activities including achieving 3.5% Black executives and board members, and 5% Black student hires by 2025
Catalyst Accord Signatory since 2017	Committed to achieve 30% female executives and 30% board directors by 2022
Electricity Human Resources Canada Leadership Accord on Gender Diversity Signatory since 2017	Committed to ensuring women are provided with equal opportunities and are fully supported to grow and develop to their full potential

Executive Leadership Team (ELT)	VP & Above (including ELT)


Directors	All Employees