Tc Energy Corp 6-K, filed Mar 16, 2020

Tc Energy Corp (TRP)

6-K 2020-03-16 For: 2020-02-27

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Tc Energy Corp filed this 6-K on March 16, 2020.

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	TC ENERGY CORPORATION TRANSCANADA PIPELINES LIMITED


	By:	/s/ Donald R. Marchand
		Donald R. Marchand
		Executive Vice-President, Strategy & Corporate Development and Chief Financial Officer

	By:	/s/ Christine R. Johnston
		Christine R. Johnston
		Vice-President, Law and Corporate Secretary



Notice of 2020 annual meeting You are invited to our 2020 annual meeting of common shareholders:

WHEN Friday, May 1, 2020 at 10:00 a.m. Mountain Daylight Time (MDT) WHERE Markin MacPhail Centre Canada Olympic Park 88 Canada Olympic Road S.W. Calgary, Alberta YOUR VOTE IS IMPORTANT If you are a shareholder of record of TC Energy Corporation common shares on March 16, 2020, you are entitled to receive notice of, attend and vote at this meeting. Please take some time to read the attached Management information circular. It contains important information about the meeting and explains who can vote and how to vote. By order of the Board of Directors,		Five items of business 1. Receive our audited consolidated financial statements for the year ended December 31, 2019, and the auditors’ report. 2. Elect the directors. 3. Appoint the auditors and authorize the directors to set their compensation. 4. Participate in the advisory vote on our approach to executive compensation (say-on-pay). 5. Consider other business that is properly brought before the meeting or any meeting that is reconvened if the meeting is adjourned.



Christine R. Johnston Vice-President, Law and Corporate Secretary TC Energy Corporation Calgary, Alberta February 27, 2020




About shareholder mailings
In March 2019, we asked all registered and beneficial shareholders to advise us in writing if they did not want to receive our Annual reports when they became available. If you are a registered shareholder who replied that you no longer want to receive the report, or a beneficial shareholder who did not reply, you will not receive a copy. If you purchased TC Energy shares after March 16, 2020, you also may not receive a copy of our 2019 Annual report. We are using notice-and-access to deliver the circular and 2019 Annual report.	Our 2019 Annual report is available on our website (www.tcenergy.com) and on SEDAR (www.sedar.com), or you can request a free copy from our transfer agent: Computershare Trust Company of Canada
	Tel:	1.800.340.5024 (toll-free within North America) 1.514.982.7959 (outside North America)
	Email:	tcenergy@computershare.com



Item	Board recommendation	More information (pages)
Elect 14 directors	For	12-26
Appoint KPMG LLP, Chartered Professional Accountants as auditors	For	10-11
Advisory vote on executive compensation (say on pay)	For	11, 60-65, 75-115



Name	Occupation	Age	Independent	Director since	% Votes in favour at 2019 AGM	2019 Committees	2019 Board attendance	Number of other public boards
Stéphan Crétier Dubai, UAE	Chairman, President and Chief Executive Officer, GardaWorld Security Corporation	56	Yes	2017	99.77	Audit Health, Safety, Sustainability & Environment	80%	0
Michael R. Culbert Calgary, AB	Corporate Director	62	Yes	—	—	—	—	2
Russell K. Girling Calgary, AB	President and Chief Executive Officer, TC Energy	57	No	2010	99.83	—	100%	1
Susan C. Jones Calgary, AB	Corporate Director	50	No	—	—	—	—	0
Randy Limbacher Houston, TX	Chief Executive Officer, Meridian Energy, LLC	61	Yes	2018	99.69	Audit Health, Safety, Sustainability & Environment	100%	1
John E. Lowe Houston, TX	Senior Executive Advisor, Tudor, Pickering, Holt & Co., LLC	61	Yes	2015	99.38	Audit (Chair) Health, Safety, Sustainability & Environment	100%	2
David MacNaughton Toronto, ON	Corporate Director	71	Yes	—	—	—	—	0
Una Power Vancouver, BC	Corporate Director	55	Yes	2019	99.68	Audit Health, Safety, Sustainability & Environment	100%	2
Mary Pat Salomone Naples, FL	Corporate Director	59	Yes	2013	99.68	Governance Health, Safety, Sustainability & Environment (Chair)	93%	2
Indira Samarasekera Vancouver, BC	Senior Advisor, Bennett Jones LLP	67	Yes	2016	95.05	Audit Human Resources	100%	3
D. Michael G. Stewart Calgary, AB	Corporate Director	68	Yes	2006	98.80	Governance (Chair) Human Resources	100%	0
Siim A. Vanaselja Toronto, ON	Corporate Director	63	Yes	2014	88.49	Board Chair Governance Human Resources	100%	3
Thierry Vandal Mamaroneck, NY	President, Axium Infrastructure US, Inc.	59	Yes	2017	99.78	Audit Health, Safety, Sustainability & Environment	100%	1
Steven W. Williams Calgary, AB	Corporate Director	64	Yes	2019	99.81	Governance Human Resources	100%	1



Management information circular We are sending you this Management information circular (circular) because you are a shareholder of record of TC Energy common shares on March 16, 2020. You have the right to attend our 2020 annual meeting of common shareholders and to vote your shares in person or by proxy. If you are unable to attend the meeting, you can listen to the webcast in English on our website (www.tcenergy.com). Management is soliciting your proxy for the meeting, and we pay all costs for doing so. We will start mailing the proxy materials on March 24, 2020, and will also provide the materials to brokers, custodians, nominees and other fiduciaries to forward them to shareholders. A TC Energy employee may also contact you by phone or email to encourage you to vote. The Board of Directors (Board) has approved the contents of this circular and has authorized us to send it to you. We have also sent a copy to each member of our Board and to our auditors, and will file copies with the appropriate government agencies. Unless stated otherwise, information in this document is as of February 27, 2020, and all dollar amounts are in Canadian dollars.
		In this document, • you, your and shareholder mean a holder of common shares of TC Energy Corporation, • we, us, our and TC Energy mean TC Energy Corporation, and • TC Energy shares and shares mean common shares of TC Energy Corporation, unless stated otherwise.
		Our principal corporate and executive offices are located at 450 - 1 Street S.W., Calgary, Alberta T2P 5H1



Compensation TC Energy's compensation programs are designed to 'pay for performance' by rewarding employees, including our executives, for delivering results that meet or exceed our corporate objectives and support our overall strategy. In order to attract, engage and retain high-performing employees, we review our programs each year to ensure we offer compensation that is market competitive. Our target compensation levels are determined with reference to median levels in our peer group. Actual performance that exceeds expectations can result in compensation above market median levels. Our compensation programs are intended to align the executives' interests with those of our various stakeholders. The Human Resources committee and the Board place a significant emphasis on variable compensation, particularly long-	Our best practices include: • benchmarking director and executive compensation against size appropriate peer groups to assess competitiveness and fairness, • maximums on variable compensation payments, • share ownership requirements for our directors and executives, • incentive compensation reimbursement and holdback policy (Clawback policy) and anti-hedging policy, and • annual say on pay vote, averaging 93 per cent approval for the last three years.
term incentives, when determining the total direct compensation for our executives. Both our executive share unit and stock option plans encourage value creation over the long-term. Governance We believe that strong corporate governance improves corporate performance and benefits all stakeholders. Based on the current directorship, our governance highlights are noted below.



Size of Board	12
Percentage of independent directors	92%
Percentage of women on Board	25%
Board diversity policy	Yes + target of 30% women
Number of board interlocks	1
External board service limits for independent directors	4 public company boards in total
Average director age	61
All committees independent	Yes
Annual director elections	Yes
Individual director elections	Yes
Majority voting policy	Yes
Independent executive compensation consultant	Yes
Clawback policy	Yes
Double-trigger vesting on change of control	Yes
Separate chair and CEO	Yes
Director retirement age/term limit	The earlier of a director turning 73 or attaining 15 years of service
Director share ownership requirements	4x retainer
Executive share ownership requirements	5x (CEO), 3x (executive vice-presidents), 2x (senior vice-presidents), 1x (vice-presidents)
CEO share ownership post-retirement hold period	1 year
In-camera sessions at every Board and committee meeting	Yes
Annual say on pay	Yes
Code of business ethics	Yes
Board, committee and director evaluations annually	Yes
Board orientation and education program	Yes


•	those who have already provided instructions that they prefer to receive a paper copy,


•	employees of our U.S. affiliate who own TC Energy shares through our U.S. affiliate's 401(k) retirement plans, and


•	those whose brokers receive materials through Computershare.



First Preferred Shares	Number of shares outstanding
Series 1	14,577,184
Series 2	7,422,816
Series 3	8,533,405
Series 4	5,466,595
Series 5	12,714,261
Series 6	1,285,739
Series 7	24,000,000
Series 9	18,000,000
Series 11	10,000,000
Series 13	20,000,000
Series 15	40,000,000


•	for the nominated directors listed on the proxy form and in this circular,


•	for the appointment of KPMG LLP, Chartered Professional Accountants (KPMG) as TC Energy’s auditors and authorizing the directors to set their compensation, and


•	for our approach to executive compensation, as described in this circular.


•	by proxy, or


•	it is required by law,


•	there is a proxy contest, or


•	there are written comments on the proxy form.



Business of the meeting Our annual meeting will cover five items of business:

FINANCIAL STATEMENTS – see our 2019 Annual report (available at www.tcenergy.com). You will receive our consolidated financial statements for the year ended December 31, 2019, and the auditors’ report. These documents have been filed with the appropriate government regulatory agencies and are included in our 2019 Annual report. We deliver the Annual report using notice-and-access (see page 6). We mail you a paper copy of the Annual report if you have provided instructions that you prefer to receive a paper copy, or you may request a paper copy as described in the Notice (see page 6). Our 2019 Annual report is also available in English and French on our website (www.tcenergy.com), or you can request a copy from our Corporate Secretary or Investor Relations. DIRECTORS – see page 12 You will vote on electing 14 directors to the Board. The nominated director profiles starting on page 13 give important information about each nominated director, including his or her background, experience and memberships on other public company boards he or she serves on. Except for Michael R. Culbert, Susan C. Jones and David MacNaughton, all of the nominated directors currently serve on our Board, and we have included in their profiles their 2019 attendance, the value of TC Energy shares or Deferred Share Units (DSUs) they currently hold (their at-risk investment) and their election results from the 2019 annual and special meeting. You can find more information about their at-risk investment on pages 72 and 73.		About quorum We must have a quorum for the meeting to proceed. Quorum constitutes two people present, in person, at the meeting who are entitled to vote at the meeting and represent at least 25 per cent of the issued and outstanding TC Energy common shares. The two people are entitled to vote in their own right, by proxy, or as a duly authorized representative of a shareholder.



1.	Stéphan Crétier	6.	John E. Lowe	11.	D. Michael G. Stewart
2.	Michael R. Culbert	7.	David MacNaughton	12.	Siim A. Vanaselja
3.	Russell K. Girling	8.	Una Power	13.	Thierry Vandal
4.	Susan C. Jones	9.	Mary Pat Salomone	14.	Steven W. Williams
5.	Randy Limbacher	10.	Indira Samarasekera



($ millions)	2019	2018
Audit fees	12.4	10.3
• audit of the annual consolidated financial statements
• services related to statutory and regulatory filings or engagements
• review of interim consolidated financial statements and information contained in various prospectuses and other securities offering documents
Audit-related fees	0.1	0.1
• services related to the audit of the financial statements of TC Energy pipeline abandonment trusts and certain post-retirement plans
Tax fees	1.9	1.2
• Canadian and international tax planning and tax compliance matters, including the review of income tax returns and other tax filings
All other fees	0.2	0.2
• French translation services
Total fees	14.6	11.8




THE NOMINATED DIRECTORS Our articles currently state that the Board must have a minimum of eight and a maximum of 15 directors. The Board has determined that 14 directors will be elected this year. The Board believes this size is appropriate based on the scope of our business, the skills and experience of the nominated directors and the four standing committees, and to achieve effective decision-making. It believes that all of the nominated directors are well qualified to serve on the Board.		Each nominated director has expressed his or her willingness to serve on our Board until our next annual meeting of shareholders. If elected, they will also serve on the Board of TransCanada PipeLines Limited (TCPL), our main operating subsidiary.


Michael R. Culbert, Susan C. Jones and David MacNaughton are being nominated to the Board for the first time. These three first time nominee directors bring extensive experience in leadership, operations, regulatory matters and energy infrastructure. More information on our director nominees and their respective skills can be found in the director profiles in the immediately following section. Twelve of the 14 nominated directors (86 per cent) are independent within the meaning of Canadian and applicable U.S. securities law, regulation and policy, and the applicable rules of the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE). Russell K. Girling is not independent because of his role as President and Chief Executive Officer (CEO). Susan C. Jones is not considered independent because she served as an executive officer of Nutrien Ltd. (Nutrien) until December 31, 2019 and Mr. Girling was appointed to Nutrien’s compensation committee in May 2019. As a result of this overlap, Ms. Jones will not be eligible to serve on the Audit committee, Governance committee or Human Resources committee of the Board until she is deemed independent. The Governance committee has determined that Ms. Jones’ skills and experience would complement the Board’s current structure and provide significant value, despite her being deemed non-independent. For more information, see Board Characteristics - Independence. The profiles on the following pages show each director’s holdings in TC Energy shares at February 28, 2019 and as of the date of this circular. DSUs are calculated on the basis of retainer fees paid in 2019 and dividend equivalents credited up to January 31, 2019 and January 31, 2020. The profiles also indicate the year he or she joined the Board and has continually served as a director of TC Energy. All of the nominated directors are Canadian residents except for Mr. Limbacher, Mr. Lowe, Ms. Salomone and Mr. Vandal who are U.S. residents, and Mr. Crétier, who is a resident of the United Arab Emirates. Mr. Crétier and Mr. Vandal also hold Canadian citizenship. We have share ownership requirements for our directors and executives to align their interests with those of our shareholders. As of the date of this circular, all of our directors are in compliance with our director share ownership policy (see page 68 for more information). Mr. Girling meets the share ownership requirements for the CEO (see page 84 for details). The at-risk investment reflects the total market value of the director’s TC Energy shares and DSUs based on the closing share price on the TSX of $74.35 on February 26, 2020. See At-risk investment on pages 72 and 73 for more information.



	Stéphan Crétier AGE 56, DUBAI, UNITED ARAB EMIRATES \| DIRECTOR SINCE 2017

	Mr. Crétier is the Chairman, President and Chief Executive Officer of GardaWorld Security Corporation (GardaWorld) (private security services). He is also a director of a number of GardaWorld’s direct and indirect subsidiaries. Mr. Crétier has previously served as a director of ORTHOsoft Inc. (formerly ORTHOsoft Holdings Inc.) (medical software technology) from August 2004 to November 2004, a director of BioEnvelop Technologies Corp. (manufacturing) from 2001 to 2003 and as a director, President and Chief Executive Officer of Rafale Capital Corp. (manufacturing) from 1999 to 2001. He plays an active role as a board member of several organizations, including the Montréal Economic Institute, a leading free market thinktank, and the Ligue Internationale des Sociétés de Surveillance. He also serves on the Board of Trustees of the Hirshhorn Museum, a Smithsonian Institution in Washington, D.C. In 2007, Mr. Crétier was honoured by the Canadian Cancer Society for his exceptional contribution to its mission and in 1998 he was named Young Entrepreneur of the Year by the Québec Young Chamber of Commerce. Mr. Crétier holds a Master of Business Administration degree from the University of California (Pacific).

Independent Skills and experience • CEO • Mergers & acquisitions • Operations/health, safety & environment • Risk management • Strategy & leading growth At-risk investment $2,965,078 TC Energy Board/committees 2019 meeting attendance • Board of Directors 7/8 meetings (88%) • Audit committee 4/5 meetings (80%) • Health, Safety, Sustainability & Environment committee 3/4 meetings (75%)

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	598,634,895 (99.77%)		1,365,426 (0.23%)
	2018	556,188,656 (99.82%)		1,023,983 (0.18%)
	2017	491,105,654 (99.75%)		1,235,741 (0.25%)
	Other public company boards and date	Stock exchange		Board committees
	—	—		—
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	27,271	27,271	Yes
	DSUs	12,609	8,460	Yes



	Michael R. Culbert AGE 62, CALGARY, AB, CANADA

	Mr. Culbert is currently the Vice-Chair and a director of PETRONAS Energy Canada Ltd. (formerly Progress Energy Canada Ltd.) (oil and gas, exploration and production and LNG). He will resign from his roles with PETRONAS Energy Canada Ltd. in March 2020. He also currently serves on the board of directors for Enerplus Corporation (oil and gas, exploration and production) since 2014 and Precision Drilling Corporation (oil and gas services) since 2017. Mr. Culbert has previously served as a director and President of Pacific NorthWest LNG LP (2013 to 2017). He is a former co-founder, director, President and CEO of Progress Energy Ltd. (oil and gas, exploration and production) from 2004 to 2012 and, prior to that, he was the Vice-President, Marketing and Business Development from 2001 to 2004. He has also held positions as a Vice President of Marketing and Business Development with Encal Energy (1995 to 2001) and as a Director of Marketing and other executive management positions with Home Oil Company and its successor companies (1980 to 1995). Mr. Culbert is a patron of the Shaw Charity Classic, which since its inception in 2013 has successfully raised over $48 million for over 200 children and youth charities in Alberta. He is also a founding member of the Creative Destruction Lab Energy stream at the University of Calgary, Haskayne School of Business. In 2019, Mr. Culbert was awarded the 2019 Distinguished Business Leader - Recognizing Ethical Leadership from the University of Calgary Haskayne School of Business and the Calgary Chamber of Commerce. Mr. Culbert holds a Bachelor of Science Business Administration Degree from Emmanuel College in Boston, Massachusetts.

Independent Skills and experience • Capital Markets • CEO • Mergers & Acquisitions • Strategy & leading growth • Upstream oil & gas At-risk investment $408,925

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	—		—
	2018	—		—
	2017	—		—
	Other public company boards and date	Stock exchange		Board committees
	Enerplus Corporation (oil and gas, exploration and production) (since March 2014)	TSX, NYSE		Audit & Risk Management Corporate Governance & Nominating Compensation & Human Resources (Chair)
	Precision Drilling Corporation (oil and gas reserves) (since December 2017)	TSX, NYSE		Audit Human Resources & Compensation
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	5,500	—	If appointed, Mr. Culbert will have until May 1, 2025 to meet the requirements.
	DSUs	—	—



	Russell K. Girling AGE 57, CALGARY, AB, CANADA \| CHIEF EXECUTIVE OFFICER \| DIRECTOR SINCE 2010

	Mr. Girling has been President and Chief Executive Officer since July 1, 2010. He has led TC Energy through a period of unprecedented growth, including the development of its Liquids Pipelines business, expansion of its power generation portfolio and the successful US$13 billion acquisition of Columbia Pipeline Group in July 2016. Previously, Mr. Girling held the positions of Chief Operating Officer; President, Pipelines; Executive Vice-President, Corporate Development; Chief Financial Officer; and Executive Vice-President, Power. Prior to joining TC Energy in 1994, Mr. Girling held several marketing and management positions at Suncor Inc. (oil and gas), Northridge Petroleum Marketing (oil and gas) and Dome Petroleum (oil and gas). Mr. Girling currently serves on the boards of Nutrien (global agricultural company), the American Petroleum Institute, the Business Council of Canada and the Business Council of Alberta. He is a member of the U.S. National Petroleum Council and the U.S. Business Roundtable. He is the former Chairman of the Interstate Natural Gas Association of America, former Chairman of the Natural Gas Council and former director of the Canadian Energy Pipeline Association. He has also served as Chairman and CEO of TC PipeLines GP, Inc. (general partner of TC PipeLines, LP), Chairman of TransCanada Power, L.P. and director of Bruce Power Inc. (energy infrastructure). Mr. Girling co-chaired the 2012 United Way of Calgary Campaign and is a director of the Willow Park Charity Golf Classic. He was a 1998/1999 recipient of Canada’s Top 40 Under 40 Award for leadership excellence for Canadians under the age of 40. In 2008, he was the recipient of the Haskayne School of Business Management Alumni Excellence (MAX) Award. Mr. Girling holds a Bachelor of Commerce degree and a Master of Business Administration in Finance from the University of Calgary.

Not Independent (President and Chief Executive Officer of TC Energy) Skills and experience • Accounting/audit • Capital markets • Electric power • Energy, midstream & transportation • Strategy & leading growth At-risk investment $23,983,377 TC Energy Board/committees 2019 meeting attendance • Board of Directors 8/8 meetings (100%)

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	598,964,473 (99.83%)		1,035,542 (0.17%)
	2018	556,280,425 (99.83%)		937,576 (0.17%)
	2017	491,216,793 (99.77%)		1,125,652 (0.23%)
	Other public company boards and date	Stock exchange		Board committees
	Nutrien Ltd. (global agricultural company)(since May 2006)	TSX, NYSE		Audit Human Resources
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	322,574	284,568	Yes (for CEO)
	DSUs	—	—	Yes (for CEO)
	As President and CEO of TC Energy, Mr. Girling is not a member of any of our committees, but is invited to attend committee meetings as required.



	Susan C. Jones AGE 50, CALGARY, AB, CANADA

	Ms. Jones is a corporate director. Ms. Jones retired from her Executive Leadership role at Nutrien at the end of 2019 after 15 years with the company. Ms. Jones’ most recent roles were the Executive Vice-President and CEO of the Potash Business Unit of Nutrien (largest global underground soft-rock miner) from June 2018 to September 2019, and the Executive Advisor to the CEO at Nutrien from October 2019 to December 2019. While at Nutrien, she held a variety of roles between September 2004 to December 2017, including Executive Vice-President and President of the Phosphate Business Unit; Chief Legal Officer; Business Development and Strategy; Managing Director of the European Distribution Business; and Vice-President of Wholesale Sales, Marketing and Logistics. She served on the board of Gibson Energy Inc. (a mid-stream oil-focused infrastructure company) from December 2018 until February 2020. Ms. Jones also served on the board of Canpotex Limited (a Canadian exporter of potash) from June 2018 to December 2019, where she also served as Chair of the Board from June 2019 to December 2019. Ms. Jones was named the Osler Purdy Crawford Deal Maker of the Year 2017 at the Canadian General Counsel Awards for her role in the merger of Agrium and Potash Corporation of Saskatchewan. She has served on the United Way and the Canadian Bar Association. Ms. Jones holds a Bachelor of Arts Degree in Political Science and Hispanic Studies from the University of Victoria as well as a Bachelor of Laws Degree from the University of Ottawa. She also earned a Leadership Diploma from the University of Oxford and holds a Director Certificate from Harvard University.

Not Independent Skills and experience • Governance • Government & regulatory • Human resources & compensation • Operations/health, safety & environment • Strategy & leading growth At-risk investment $0

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	—		—
	2018	—		—
	2017	—		—
	Other public company boards and date	Stock exchange		Board committees
	—	—		—
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	—	—	If appointed, Ms. Jones will have until May 1, 2025 to meet the requirements.
	DSUs	—	—
	As a non-independent director, Ms. Jones will not be eligible to serve on the Audit, Governance or Human Resources Committees of TC Energy. For more information, see Board Characteristics - Independence.



	Randy Limbacher AGE 61, HOUSTON, TX, U.S.A. \| DIRECTOR SINCE 2018

	Mr. Limbacher is the Chief Executive Officer of Meridian Energy, LLC (oil and gas, exploration and production advisory firm) and the Executive Vice-President of Strategy of Alta Mesa Resources, Inc. (oil and gas, exploration and production). He also serves on the board of directors for CARBO Ceramics Inc. Mr. Limbacher was the President and Chief Executive Officer of Samson Resources Corporation (oil and gas, exploration and production) from April 2013 to December 2015, and then served as Vice-Chairman until March 2017. He has also served as Chairman, President and Chief Executive Officer of Rosetta Resources, Inc. (oil and gas) from November 2007 to February 2013. Prior to that, Mr. Limbacher held the position of Executive Vice-President, Western Hemisphere for ConocoPhillips Co. (oil and gas) from 2006 to 2007. He has also spent over 20 years with Burlington Resources, Inc. (oil and gas) where he served as Executive Vice-President and Chief Operating Officer from 2002 until it was acquired by ConocoPhillips Co. in 2006. He was elected to the Board of Burlington Resources in 2004. Mr. Limbacher holds a Bachelor of Science degree from Louisiana State University. He is a general partner of R&C Hidden Springs Ranch Ltd. (farm management services) and is a member of the Society of Petroleum Engineers.

Independent Skills and experience • CEO • Operations/health, safety & environment • Risk management • Strategy & leading growth • Upstream oil & gas At-risk investment $334,575 TC Energy Board/committees 2019 meeting attendance • Board of Directors 8/8 meetings (100%) • Audit committee 5/5 meetings (100%) • Health, Safety, Sustainability & Environment committee 4/4 meetings (100%)

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	598,109,048 (99.69%)		1,877,531 (0.31%)
	2018	—		—
	2017	—		—
	Other public company boards and date	Stock exchange		Board committees
	CARBO Ceramics Inc. (manufacturing) (since July 2007)	NYSE		Audit Compensation Nominating and Corporate Governance
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	—	—	Mr. Limbacher has until June 13, 2023 to meet the requirements.
	DSUs	4,500	1,828
	On September 11, 2019, Alta Mesa Resources (Alta Mesa) and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. Mr. Limbacher has been the Executive Vice-President of Strategy for Alta Mesa since September 2019, and was Interim President of Alta Mesa from January 2019 to September 2019. Samson Resources (Samson) filed a plan of reorganization in Delaware Bankruptcy Court in September 2015. Mr. Limbacher was the Chief Executive Officer of Samson from 2013 through 2015 and remained a director of Samson until it emerged from bankruptcy in March 2017.



	John E. Lowe AGE 61, HOUSTON, TX, U.S.A. \| DIRECTOR SINCE 2015

	Mr. Lowe is the non-executive Chair of Apache Corporation’s (oil and gas) board of directors. He also currently serves on the board of directors for Phillips 66 Company and has been a Senior Executive Adviser at Tudor, Pickering, Holt & Co. LLC (energy investment and merchant banking) since September 2012. Mr. Lowe has previously served as a director of Agrium Inc. (agricultural) from May 2010 to August 2015, DCP Midstream LLC (oil and gas, exploration and production) and its wholly-owned subsidiary, DCP Midstream GP, LLC, the general partner of DCP Midstream Partners, LP, from October 2008 to April 2012 and Chevron Phillips Chemical Co. LLC (oil and gas refining) from October 2008 to January 2011. He also held various executive and management positions with ConocoPhillips Co. for more than 25 years, including Assistant to the Chief Executive Officer of ConocoPhillips Co., Executive Vice-President of Exploration & Production and Executive Vice-President of Commercial. Mr. Lowe is on the Board of Advisors of the Kelce College of Business at Pittsburg State University. He has also previously served on the Texas Children’s Hospital West Campus Advisory Council and is a former director of the National Association of Manufacturers. Mr. Lowe holds a Bachelor of Science degree in Finance and Accounting from Pittsburg State University in Pittsburg, Kansas and is a Certified Public Accountant (inactive).

Independent Skills and experience • Accounting/audit • Capital markets • Energy, midstream & transportation • Mergers & acquisitions • Upstream oil & gas At-risk investment $2,826,415 TC Energy Board/committees 2019 meeting attendance • Board of Directors 8/8 meetings (100%) • Audit committee (Chair) 5/5 meetings (100%) • Health, Safety, Sustainability & Environment committee 4/4 meetings (100%)

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	596,309,489 (99.38%)		3,690,612 (0.62%)
	2018	554,450,991 (99.50%)		2,767,011 (0.50%)
	2017	491,289,678 (99.79%)		1,044,280 (0.21%)
	Other public company boards and date	Stock exchange		Board committees
	Apache Corporation (oil and gas) (since July 2013)	NYSE		Non-executive Chairman
	Phillips 66 Company (oil and gas) (since May 2012)	NYSE		Public Policy (Chair) Audit
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	20,000	20,000	Yes
	DSUs	18,015	14,752	Yes



	David MacNaughton AGE 71, TORONTO, ON, CANADA

	Mr. MacNaughton is the President of Palantir Canada, a subsidiary of Palantir Technologies, Inc. (data integration and analytics software) since September 2019. Mr. MacNaughton has held various positions with both the federal and provincial levels of government, including serving as Canada’s Ambassador to the United States from March 2016 to August 2019. He also served as Principal Secretary to the Premier of Ontario from 2003 to 2005. Previously, he was the Chairman of StrategyCorp (public affairs consulting) from June 2005 to March 2016. He was also the Chairman of Aereus Technologies Inc. (manufacturing) from 2014 to 2016. He has served on the boards of the North York General Hospital, the Stratford Festival, the National Ski Academy, TV Ontario, the Toronto French School and the Toronto International Film Festival. Mr. MacNaughton holds a Bachelor of Arts Degree from the University of New Brunswick.

Independent Skills and experience • Capital markets • Governance • Government & regulatory • Mergers & acquisitions • Strategy & leading growth At-risk investment $0

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	—		—
	2018	—		—
	2017	—		—
	Other public company boards and date	Stock exchange		Board committees
	—	—		—
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	—	—	If appointed, Mr. MacNaughton will have until May 1, 2025 to meet the requirements.
	DSUs	—	—



	Una Power AGE 55, VANCOUVER, BC, CANADA \| DIRECTOR SINCE 2019

	Ms. Power is a corporate director and currently serves on the boards of The Bank of Nova Scotia and Teck Resources Limited (diversified mining company). She previously served as a director of Kinross Gold Corporation (gold producer) from April 2013 to May 2019. Ms. Power was the Chief Financial Officer of Nexen Energy ULC (Nexen) from February 2013 to March 2016, a former publicly traded energy company that is now a wholly-owned subsidiary of CNOOC Limited. During her 24-year career with Nexen, Ms. Power held various executive positions with responsibility for financial and risk management, strategic planning and budgeting, business development, energy marketing and trading, information technology and capital investment. Ms. Power holds a Bachelor of Commerce (Honours) degree from Memorial University and holds Chartered Professional Accountant, Chartered Accountant and Chartered Financial Analyst designations. She has completed executive development programs at Wharton Business School and INSEAD.

Independent Skills and experience • Accounting/audit • Capital markets • Mergers & acquisitions • Operations/health, safety & environment • Upstream oil & gas At-risk investment $180,671 TC Energy Board/committees 2019 meeting attendance • Board of Directors 7/7 meetings (100%) • Audit committee 4/4 meetings (100%) • Health, Safety, Sustainability & Environment committee 2/2 meetings (100%)

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	598,076,424 (99.68%)		1,923,677 (0.32%)
	2018	—		—
	2017	—		—
	Other public company boards and date	Stock exchange		Board committees
	The Bank of Nova Scotia (chartered bank) (since April 2016)	TSX, NYSE		Audit and Conduct Review (Chair) Human Resources
	Teck Resources Limited (diversified mining company) (since April 2017)	TSX, NYSE		Audit Compensation
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	—	—	Ms. Power has until May 3, 2024 to meet the requirements.
	DSUs	2,430	—	Ms. Power has until May 3, 2024 to meet the requirements.



	Mary Pat Salomone AGE 59, NAPLES, FL, U.S.A. \| DIRECTOR SINCE 2013

	Ms. Salomone is a corporate director. She currently serves on the board of directors of Herc Rentals and Intertape Polymer Group. Ms. Salomone was the Senior Vice-President and Chief Operating Officer of The Babcock & Wilcox Company (B&W) (energy infrastructure) from January 2010 to June 30, 2013. Prior to that, she served as Manager of Business Development from 2009 to 2010 and Manager of Strategic Acquisitions from 2008 to 2009 for Babcock & Wilcox Nuclear Operations Group, Inc. From 1998 through December 2007, Ms. Salomone served as an officer of Marine Mechanical Corporation, which B&W acquired in 2007, including her term as President and Chief Executive Officer from 2001 through 2007. Ms. Salomone served as a trustee of the Youngstown State University Foundation from 2013 through 2019. Ms. Salomone previously served on the board of directors of United States Enrichment Corporation (basic materials, nuclear) from December 2011 to October 2012 and on the Naval Submarine League from 2007 to 2013. She was formerly a member of the Governor’s Workforce Policy Advisory Board in Ohio and the Ohio Employee Ownership Center, and served on the board of Cleveland’s Manufacturing Advocacy & Growth Network. Ms. Salomone has a Bachelor of Engineering in Civil Engineering from Youngstown State University and a Master of Business Administration from Baldwin Wallace College. She completed the Advanced Management Program at Duke University’s Fuqua School of Business in 2011.

Independent Skills and experience • Electric power • Governance • Human resources & compensation • Major projects • Operations/health, safety & environment At-risk investment $1,856,668 TC Energy Board/committees 2019 meeting attendance • Board of Directors 7/8 meetings (88%) • Governance committee 4/4 meetings (100%) • Health, Safety, Sustainability & Environment committee (Chair) 4/4 meetings (100%)

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	598,073,376 (99.68%)		1,926,945 (0.32%)
	2018	555,059,177 (99.61%)		2,158,825 (0.39%)
	2017	490,611,527 (99.65%)		1,730,918 (0.35%)
	Other public company boards and date	Stock exchange		Board committees
	Herc Rentals (rental equipment) (since July 2016)	NYSE		Compensation Nominating & Governance
	Intertape Polymer Group (manufacturing) (since November 2015)	TSX		Audit Compensation
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	3,000	3,000	Yes
	DSUs	21,972	18,537	Yes



	Indira V. Samarasekera AGE 67, VANCOUVER, BC, CANADA \| DIRECTOR SINCE 2016

	Dr. Samarasekera is currently a senior advisor for Bennett Jones LLP (law firm) and serves on the boards of The Bank of Nova Scotia, Magna International Inc. and Stelco Holdings Inc. She also currently serves on the selection panel for Canada’s outstanding chief executive officer of the year, is a member of the TriLateral Commission and is a Fellow of the Royal Society of Canada. Dr. Samarasekera is internationally recognized as one of Canada’s leading metallurgical engineers for her groundbreaking work on steel process engineering and she was the first incumbent of the Dofasco Chair in Advanced Steel Processing at the University of British Columbia. From 2005 to 2015, she served as President of the University of Alberta. Prior to that, she was elected to the National Academy of Engineering in the U.S. She has also served as the chair of the Worldwide Universities Network and has served on several boards and committees including the Asia-Pacific Foundation, the Rideau Hall Foundation, the Prime Minister’s Advisory Committee for Renewal of the Public Service, a Presidential Visiting Committee at the Massachusetts Institute of Technology and Canada’s Science, Technology, Innovation Council. Dr. Samarasekera has received honorary degrees from the Universities of Alberta, British Columbia, Toronto, Waterloo, Montréal, Western and Queen's in Canada, and Queen’s University in Belfast, Northern Ireland, U.K. She received the Peter Lougheed Leadership Award from the Public Policy Forum in Canada in 2012 and was awarded the Order of Canada in 2002. Dr. Samarasekera was also granted a PhD in metallurgical engineering from the University of British Columbia in 1980 and, as a Hays Fulbright Scholar, she earned a Master of Science from the University of California in 1976.

Independent Skills and experience • CEO • Governance • Government & regulatory • Human resources & compensation • Strategy & leading growth At-risk investment $1,213,764 TC Energy Board/committees 2019 meeting attendance • Board of Directors 8/8 meetings (100%) • Audit committee 5/5 meetings (100%) • Human Resources committee 3/3 meetings (100%)

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	570,306,476 (95.05%)		29,693,868 (4.95%)
	2018	555,355,807 (99.67%)		1,860,882 (0.33%)
	2017	491,121,319 (99.75%)		1,218,760 (0.25%)
	Other public company boards and date	Stock exchange		Board committees
	The Bank of Nova Scotia (chartered bank) (since May 2008)	TSX, NYSE		Corporate Governance Human Resources
	Magna International Inc. (manufacturing, automotive parts) (since May 2014)	TSX, NYSE		Corporate Governance and Nominating
	Stelco Holdings Inc. (manufacturing) (since May 2018)	TSX		Environment, Health & Safety
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	—	—	Yes
	DSUs	16,325	11,969	Yes



	D. Michael G. Stewart AGE 68, CALGARY, AB, CANADA \| DIRECTOR SINCE 2006

	Mr. Stewart is a corporate director. He was a director of Pengrowth Energy Corporation (oil and gas, exploration and production) from December 2010 to January 2020, CES Energy Solutions Corp. (oilfield services) from January 2010 to June 2019, Northpoint Resources Ltd. (oil and gas, exploration and production) from July 2013 to February 2015, C&C Energia Ltd. (oil and gas) from May 2010 to December 2012, Orleans Energy Ltd. from October 2008 to December 2010, Pengrowth Corporation (administrator of Pengrowth Energy Trust) from October 2006 to December 2010, Canadian Energy Services Inc. (general partner of Canadian Energy Services L.P.) from January 2006 to December 2009, Chairman and trustee of Esprit Energy Trust from August 2004 to October 2006, Creststreet Power & Income General Partner Limited (general partner of Creststreet Power & Income Fund L.P.) from December 2003 to February 2006. Mr. Stewart held a number of senior executive positions with Westcoast Energy Inc. from September 1993 to March 2002, including Executive Vice-President, Business Development. He has been active in the Canadian energy industry for over 40 years, and is a member of the Institute of Corporate Directors and the Association of Professional Engineers and Geoscientists of Alberta (non-practicing). Mr. Stewart holds a Bachelor of Science (Geological Sciences) with First Class Honours from Queen’s University.

Independent Skills and experience • Energy, midstream & transportation • Major projects • Operations/health, safety & environment • Risk management • Upstream oil & gas At-risk investment $4,558,696 TC Energy Board/committees 2019 meeting attendance • Board of Directors 8/8 meetings (100%) • Governance committee (Chair) 4/4 meetings (100%) • Health, Safety, Sustainability & Environment Committee 2/2 meetings (100%) • Human Resources 2/2 meetings (100%)

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	592,814,246 (98.80%)		7,186,075 (1.20%)
	2018	556,082,270 (99.80%)		1,135,731 (0.20%)
	2017	490,975,180 (99.72%)		1,358,778 (0.28%)
	Other public company boards and date	Stock exchange		Board committees
	—	—		—
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	19,067	18,188	Yes
	DSUs	42,247	38,522	Yes



	Siim A. Vanaselja AGE 63, TORONTO, ON, CANADA \| BOARD CHAIR \| DIRECTOR SINCE 2014

	Mr. Vanaselja is a corporate director. He is currently the Chair of the Board of TC Energy. He also serves on the board of directors of Great-West Lifeco Inc., Power Financial Corporation and RioCan Real Estate Investment Trust. Mr. Vanaselja was the Executive Vice-President and Chief Financial Officer of BCE Inc. and Bell Canada (telecommunications and media) from January 2001 to June 2015. Prior to joining BCE Inc., he was a partner at the accounting firm KPMG Canada in Toronto. Mr. Vanaselja previously served as a member of the Conference Board of Canada’s National Council of Financial Executives, the Corporate Executive Board’s working council for Chief Financial Officers and Moody’s Council of Chief Financial Officers. During the period of the 2008 global financial crisis, he was a member of the Minister of Finance’s Special Advisory Committee to address the continued functioning of financial and credit markets in Canada. He is a member of the Institute of Corporate Directors and a fellow of the Chartered Professional Accountants of Ontario. He holds an Honours Bachelor of Business degree from the Schulich School of Business. His community involvement has included work with Big Brothers Big Sisters of Toronto, St. Mary’s Hospital, the Heart and Stroke Foundation of Québec and the annual Walk for Kids Help Phone.

Independent Skills and experience • Accounting/audit • Capital markets • Mergers & acquisitions • Risk management • Strategy & leading growth At-risk investment $3,896,460 TC Energy Board/committees 2019 meeting attendance • Board of Directors (Chair) 8/8 meetings (100%) • Governance committee 4/4 meetings (100%) • Human Resources committee 3/3 meetings (100%)

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	530,911,086 (88.49%)		69,089,235 (11.51%)
	2018	554,477,504 (99.51%)		2,740,498 (0.49%)
	2017	460,603,007 (93.55%)		31,739,438 (6.45%)
	Other public company boards and date	Stock exchange		Board committees
	Great-West Lifeco Inc. (financial services) (since May 2014)	TSX		Audit Risk Investment Executive
	Power Financial Corporation (financial services) (since May 2018)	TSX		Audit
	RioCan Real Estate Investment Trust (real estate) (since May 2017)	TSX		Audit Human Resources
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	12,000	12,000	Yes
	DSUs	40,407	31,108	Yes



	Thierry Vandal AGE 59, MAMARONECK, NY, U.S.A \| DIRECTOR SINCE 2017

	Mr. Vandal is the President of Axium Infrastructure U.S., Inc. (independent infrastructure fund management firm) and currently serves on the board of directors for Axium Infrastructure Inc. (infrastructure fund management) and The Royal Bank of Canada. He also serves on the international advisory boards of École des Hautes Etudes Commerciales (HEC) Montréal and McGill University. Mr. Vandal previously served as President and Chief Executive Officer for Hydro-Québec (electric utility) from 2005 to May 2015. He has also served as a director for HEC Montréal from 2006 to October 2017, director for Veresen Inc. (energy infrastructure) from 2015 to July 2017, Chairman of BioFuelNet Canada (biofuels industry) from 2013 to 2015, Chairman of the Conference Board of Canada from 2009 to 2010 and was a McGill University Governor from 2006 to 2017 as well as Chair of its Finance Committee from 2010 to 2017. Mr. Vandal holds a Bachelor of Engineering degree from École Polytechnique de Montréal and a Master of Business Administration in finance from HEC Montréal. In 2012, he was named Canadian Energy Person of the Year by the Canadian Energy Council. He was also awarded an honorary doctorate by the Université de Montréal in 2007.

Independent Skills and experience • CEO • Electric power • Energy, midstream & transportation • Government & regulatory • Major projects At-risk investment $944,617 TC Energy Board/committees 2019 meeting attendance • Board of Directors 8/8 meetings (100%) • Audit committee 5/5 meetings (100%) • Health, Safety, Sustainability & Environment committee 4/4 meetings (100%)

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	598,682,200 (99.78%)		1,317,939 (0.22%)
	2018	556,161,094 (99.81%)		1,056,908 (0.19%)
	2017	—		—
	Other public company boards and date	Stock exchange		Board committees
	The Royal Bank of Canada (chartered bank) (since August 2015)	TSX, NYSE		Audit Human Resources
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	269	269	Yes
	DSUs	12,436	7,064	Yes



	Steven W. Williams AGE 64, CALGARY, AB, CANADA \| DIRECTOR SINCE 2019

	Mr. Williams is a corporate director. Prior to his retirement from Suncor Energy Inc. (oil and gas, refining), he held the position of Chief Executive Officer (from November 2018 to May 2019) and prior to that, President and Chief Executive Officer and Director, since May 2012. He also serves on the board of directors of Alcoa Corporation (aluminum manufacturing) and is a former Board member of the Business Council of Canada. Mr. Williams has also held the positions of President and Chief Operating Officer from December 2011 to April 2012, Chief Operating Officer from April 2007 to November 2011, Executive Vice-President, Oilsands from July 2003 to March 2007 and Executive Vice-President, Corporate Development and Chief Financial Officer from May 2002 to June 2003 with Suncor Energy Inc. Mr. Williams has more than 40 years of international energy industry experience and is an active supporter of not-for-profit organizations. In 2005 he was appointed to the National Round Table on the Environment and the Economy by the Prime Minister of Canada. He has also been a member of the advisory board of Canada’s Ecofiscal Commission since its inception. In addition, he is one of 12 founding Chief Executive Officers of Canada’s Oil Sands Innovation Alliance and attended the 2015 United Nations Climate Change Conference in Paris, France as an official member of the Government of Canada delegation. Mr. Williams holds a Bachelor of Science Degree (Honours) in chemical engineering from Exeter University and is a Fellow of the Institution of Chemical Engineers. He is also a graduate of the business economics program at Oxford University and the advanced management program at Harvard Business School.

Independent Skills and experience • CEO • Major projects • Operations/health, safety & environment • Strategy & leading growth • Upstream oil & gas At-risk investment $398,813 TC Energy Board/committees 2019 meeting attendance • Board of Directors 7/7 meetings (100%) • Governance committee 2/2 meetings (100%) • Human Resources committee 2/2 meetings (100%)

	Annual general meeting voting results	Votes in favour		Votes withheld
	2019	598,849,566 (99.81%)		1,150,778 (0.19%)
	2018	—		—
	2017	—		—
	Other public company boards and date	Stock exchange		Board committees
	Alcoa Corporation (aluminum) (since May 2016)	NYSE		Governance & Nomination Compensation & Benefits Executive Committee
	TC Energy securities held	2020	2019	Meets share ownership requirements
	Shares	3,000	3,000	Mr. Williams has until May 3, 2024 to meet the requirements.
	DSUs	2,364	—



			Board committees
	Board of directors		Audit		Governance		Health, Safety, Sustainability & Environment		Human Resources		Overall attendance
	#	%	#	%	#	%	#	%	#	%	%
Kevin E. Benson	2/2	100	—	—	2/2	100	—	—	1/1	100	100
Stėphan Crėtier	7/8	88	4/5	80			3/4	75	—	—	80
Russell K. Girling	8/8	100	—	—	4/4	100	—	—	3/3	100	100
S. Barry Jackson	8/8	100	2/2	100	2/2	100	—	—	3/3	100	100
Randy Limbacher	8/8	100	5/5	100	—	—	4/4	100	—	—	100
John E. Lowe	8/8	100	5/5	100	—	—	4/4	100	—	—	100
Una Power	7/7	100	4/4	100	—	—	2/2	100	—	—	100
Paula Rosput Reynolds	1/2	50	—	—	1/2	50	—	—	1/1	100	60
Mary Pat Salomone	7/8	88	—	—	4/4	100	4/4	100	—	—	93
Indira Samarasekera	8/8	100	5/5	100	—	—	—	—	3/3	100	100
D. Michael G. Stewart	8/8	100	—	—	4/4	100	2/2	100	2/2	100	100
Siim A. Vanaselja	8/8	100	—	—	4/4	100	—	—	3/3	100	100
Thierry Vandal	8/8	100	5/5	100	—	—	4/4	100	—	—	100
Steven W. Williams	7/7	100	—	—	2/2	100	—	—	2/2	100	100


•	Mr. Girling is not a member of any committees, but is invited to attend committee meetings as required.