Corporate governance

The board’s primary responsibilities are to foster TC Energy’s long-term success, oversee our business and affairs and management, and to act honestly, in good faith and in the best interests of TC Energy. The board’s main objective is to promote our best interests, to maximize long-term shareholder value and to enhance shareholder returns.

The board has key duties and responsibilities, delegates some duties to its four standing committees and discharges others to management for the day-to-day affairs of the business.

Board renewal

The Governance committee regularly assesses the skill set of each director, and reviews it against the director retirement schedule, their ages and the composition of each committee. The review also takes into account the desirability of maintaining a reasonable diversity of backgrounds, and character and behavioural qualities such as integrity.

The Governance committee, with input from the Chair of the Board and the CEO, is responsible for identifying suitable director candidates, and canvasses the entire Board for potential nominees. The committee also uses a third-party recruitment specialist to identify potential director candidates. The committee is responsible for assessing the individuals and proposing the strongest candidates for nomination. An evolving roster of suitable director candidates is maintained by the committee.

The committee looks for a mix of skills and experience required for overseeing our business and affairs. The Board considers personal characteristics such as gender, ethnic background and geographic residence when looking at diversity. While candidates are nominated as directors based on their background and ability to contribute to the Board and committee meetings, the Board also specifically considers gender diversity.

Candidates who are being nominated for the first time must have experience in industries similar to ours, or experience in general business management or with corporations that are similar in size and scope. Candidates must also be willing to serve on the Board, able to devote the necessary time to fulfill their duties and responsibilities and be under 73 years old.

The committee recommends potential candidates based on their qualifications and independence and how these qualities balance with the skill set of the current Board, the structure and composition of the committees and the director retirement schedule. This assessment helps the Board determine the best mix of skills and experience to guide our business operations and our long-term strategy.

The committee ensures that the board seeks expertise in the following key areas:

• Accounting/audit
• Human resources & compensation
• Capital markets
• Major projects
• CEO
• Mergers & acquisitions
• Electric power
• Operations/health, safety, sustainability & environment
• Energy, midstream & transportation
• Risk management
• Governance
• Strategy & leading growth
• Government & regulatory
• Upstream oil & gas

An independent board is a fundamental principle of governance. The Board believes that the majority of our directors must be independent in accordance with applicable Canadian legal requirements and guidelines, and consistent with the applicable independence criteria of the regulations of the SEC and rules of the NYSE.

The Governance committee and the Board review the independence of each Board member at least once a year. The Board considers whether directors serving on boards of non-profit organizations which receive donations from TC Energy post any potential conflict. The Governance committee also reviews family relationships and associations with companies that have relationships with TC Energy when it reviews director independence.

The Board has determined that 12 of 13 or 92 per cent of the directors are independent. Mr. Poirier is not independent because of his role as President and CEO.

Other than as noted above, none of the directors have a direct or indirect material relationship with TC Energy that could reasonably be expected to interfere with the exercise of his or her independent judgment.

The Board believes that it is important for it to be composed of qualified, diverse and knowledgeable directors. Due to the specialized nature of the energy infrastructure business, some of our directors can be associated with or sit on the boards of companies that ship natural gas or liquids through our pipeline systems. Transmission services on most of TC Energy’s pipeline systems in Canada and the U.S. are subject to regulation and, accordingly, we generally cannot deny transportation services to a creditworthy shipper. The Governance committee monitors relationships among directors to ensure that business associations do not affect the Board’s performance.

In circumstances where a director declares a material interest in any material contract or material transaction being considered at a meeting, the director is not present during the discussion and does not vote on the matter.

The board has determined that all of the members of its Audit Committee are financially literate. An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by TC Energy's financial statements.

Shareholder engagement allows us to hear directly from shareholders and other important stakeholders about any issues or concerns.

Shareholders, employees and others can contact the board directly by writing to:

Chair of the Board of Directors
c/o Corporate Secretary
TC Energy Corporation
450 1st Street S.W.
Calgary, Alberta T2P 5H1

TC Energy has created written position descriptions for the Chief Executive Officer (CEO) and Chair.

Terms of Reference for the CEO
Terms of Reference for the Chair

Comparison to Domestic Listing Standards Pursuant to Section 303A.11 of the New York Stock Exchange (NYSE) Company Manual.

The New York Stock Exchange Company Manual, Section 303A.11 (Foreign Private Issuer Disclosure), requires that foreign private issuers, such as TC Energy, disclose any significant ways in which their corporate governance practices differ from corporate governance practices followed by US domestic issuers under the NYSE listing standards.

Our corporate governance practices do not significantly differ from those required to be followed by US domestic issuers under the NYSE's listing standards.

As a Canadian reporting issuer with securities listed on the Toronto Stock Exchange (TSX), TC Energy has in place a system of corporate governance practices which comply with the Canadian Securities Administrators (CSA) National Instrument pertaining to audit committees and with the CSA's National Policy pertaining to corporate governance guidelines, as well as the New York Stock Exchange Corporate Governance Rules (NYSE Rules) applicable to foreign private issuers.

The Board of Directors of TC Energy has formally adopted and published a set of Corporate Governance Guidelines which affirm our commitment to maintaining a high standard of corporate governance. These guidelines are published on this website under the heading Corporate Governance - Corporate Governance Guidelines. As well, disclosure relating to TC Energy's corporate governance practices are published in our Management Information Circular under the heading Governance.

In the context of its listing on the NYSE, TC Energy is classified as a foreign private issuer and therefore only certain of the NYSE Rules are applicable to TC Energy. However, we benchmark our policies and procedures against major North American companies to assess our standards and we adopt best practices as appropriate. Some of our best practices are derived from the NYSE Rules and comply with applicable rules adopted by the SEC to meet the requirements of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act.

*as of June 30, 2023

Lobbying overview and policies
TC Energy has several policies relating to lobbying activities and political contributions. This information Sheet provides a summary of our lobbying activities, political contributions and corporate memberships.

Lobbying registrations
TC Energy maintains registrations for in-house lobbyists where required by law. A list of the jurisdictions where TC Energy is registered, and links to those jurisdictions, where available, can be found in TC Energy’s Lobbying Registrations attached as Appendix A to the Information Sheet.

The Board of Directors of TC Energy Corporation and the Board of Directors of TransCanada Pipelines Limited and the respective board committees are identical in membership and meet concurrently.  Governance documents are reviewed and approved by the Governance Committee. All governance documents of TC Energy Corporation apply equally to TransCanada Pipelines Limited and have been adopted by both boards.

Board charter

The board discharges its responsibilities directly and through committees. At regularly scheduled meetings, members of the board and management discuss a broad range of issues relevant to TC Energy's strategy and business interests and the board is responsible for the approval of TC Energy's Strategic Plan. In addition, the board receives reports from management on TC Energy's operational and financial performance. The board had six regularly scheduled meetings and eight special meetings in 2021.

The board has formally adopted and published a written charter which acknowledges responsibility for the stewardship of TC Energy. The charter addresses board composition and organization, and the board’s duties and responsibilities for managing the affairs of TC Energy and its oversight responsibilities with respect to: management and human resources; strategy and planning; financial and corporate issues; business and risk management; policies and procedures; compliance reporting and corporate communications; and general legal obligations of TC Energy.

The board also closely oversees any potential conflicts of interest between the company and its affiliates.

View board charter

Board committees

The board has four standing committees: Audit Committee; Governance Committee; Health, Safety, Sustainability and Environment Committee; and Human Resources Committee. The board does not have an Executive Committee. The Audit, Human Resources and Governance committees are required to be composed entirely of independent directors. The Health, Safety, Sustainability and Environment Committee is required to have a majority of independent directors.

Each of the committees has the authority to retain advisors to assist in the discharge of their respective responsibilities. Each of the committees review their respective charters at least annually and, as required, recommend changes to the Governance Committee and to the board. Each of the committees also reviews their respective performance annually.

Below is a listing of the current members of the committees of the TC Energy Board of Directors with links to committee charters and member bios.

Audit Committee

Chair:
Una Power

Members:

Cheryl Campbell
Michael R. Culbert
Bill Johnson
Susan Jones
Thierry Vandal
Dheeraj Verma

This committee is comprised of seven independent directors and is mandated to assist the board in monitoring, among other things, the integrity of the financial statements of TC Energy, the compliance by TC Energy with legal and regulatory requirements, and the independence and performance of TC Energy's internal and external auditors. The committee is also mandated to review and recommend to the board approval of TC Energy's audited annual and unaudited interim consolidated financial statements and related management discussion and analysis, and other corporate disclosure documents, including information circulars, the annual information form, all prospectuses, other offering memoranda, and any financial statements required by regulatory authorities, before they are released to the public or filed with the appropriate regulatory authorities. In addition, the committee reviews and recommends to the board the appointment and compensation of the external auditor, oversees the accounting, financial reporting, control and audit functions, and recommends funding of TC Energy's pension plans.

The committee oversees the operation of an anonymous and confidential toll-free telephone number for employees, contractors and the public to call with respect to perceived accounting irregularities and ethical violations, and has set up a procedure for the receipt, retention, treatment and regular review of any such reported activities. This telephone number is published on TC Energy's website at TC Energy.com, on its intranet for employees and in the company's Annual Report to shareholders.

The committee reviews the audit plans of the internal and external auditors and meets with them at the time of each committee meeting, in each case both with and without the presence of management. The committee annually receives and reviews the external auditor's formal written statement of independence delineating all relationships between itself and TC Energy and its report on recommendations to management regarding internal controls and procedures, and ensures the rotation of the lead audit partner having primary responsibility for the audit as required by law. The committee pre-approves all audit services and all permitted non-audit services. In addition, the committee discusses with management TC Energy's material financial risk exposures and the actions management has taken to monitor and control such exposures, reviews the internal control procedures to oversee their effectiveness, monitors compliance with TC Energy's policies and codes of business ethics, and reports on these matters to the board. The committee reviews and approves the investment objectives and choice of investment managers for the Canadian pension plans and considers and approves any significant changes to those plans relating to financial matters.

There were five regularly scheduled meetings and one special meeting of the Audit Committee in 2021.

View Audit Committee charter

Governance Committee

Chair:
John E. Lowe

Members:
David MacNaughton
Mary Pat Salomone
Indira Samarasekera
Siim Vanaselja

This committee is comprised of five independent directors and is mandated to enhance TC Energy's governance through a continuing assessment of TC Energy's approach to corporate governance. The committee is also mandated to identify qualified individuals to become board members, to recommend to the board nominees for election as directors at each annual meeting of shareholders and to annually recommend to the board placement of directors on committees. The committee annually reviews the independence status of each director in accordance with written criteria in order to provide the Board with guidance for its annual determination of director independence and for the placement of members on committees. The committee also oversees the risk management activities of TC Energy. The committee monitors, reviews with management and makes recommendations related to TC Energy’s risk management programs and policies on an ongoing basis.

The committee reviews and reports to the board on the performance of individual directors, the Board as a whole and each of the committees, in conjunction with the chair of the board. The committee also monitors the relationship between management and the board, and reviews TC Energy's structures to ensure that the board is able to function independently of management. The committee chair annually reviews the performance of the chair of the board. The committee is also responsible for an annual review of director compensation and for the administration of the Share Unit Plan for Non-Employee Directors (), including the granting of units under the plan.

The committee monitors best governance practice and ensures any corporate governance concerns are raised with management. The committee also ensures the company has a best practice orientation package and monitors continuing education for all directors. In addition, the committee has responsibility for oversight of the company’s strategic planning process.

The committee reviews and makes recommendations to the board on the programs and practices utilized by the board and its committees to monitor the key business risks of the company.

There were four meetings of the Governance Committee in 2021.

View Governance Committee charter

Health, Safety, Sustainability and Environment Committee

Chair:
Mary Pat Salomone

Members:

Cheryl Campbell
Michael R. Culbert
John E. Lowe
David MacNaughton
Una Power

This committee is comprised of six independent directors and is mandated to monitor the health, safety, sustainability, security and environmental practices and procedures of TC Energy and its subsidiaries for compliance with applicable legislation, conformity with industry standards and prevention or mitigation of losses. The committee also considers whether the implementation of TC Energy's policies related to health, safety, sustainability and environmental matters are effective. The committee reviews reports and, when appropriate, makes recommendations to the board on TC Energy's policies and procedures related to health, safety, security and the environment. This committee meets separately with officers of TC Energy and its business units who have responsibility for these matters and reports to the board on such meetings.

There were four regularly scheduled meetings of the Health, Safety, Sustainability and Environment Committee in 2021.

View Health, Safety, Sustainability and Environment committee charter

Human Resources Committee

Chair:
Thierry Vandal

Members:

Bill Johnson
Susan Jones
Indira Samarasekera
Siim A. Vanaselja
Dheeraj Verma

This committee is comprised of six independent directors and is mandated to review the Company's human resources policies and plans, oversee the compensation programs, and to assess the performance of the Chief Executive Officer (CEO) and other senior executive officers of TC Energy against pre-established performance objectives. A report of senior management development and succession is prepared annually for presentation to the board which the committee reviews on an annual basis. The committee reports to the board with recommendations on the remuneration package for the senior executive officers of TC Energy, including the CEO. The committee approves all longer-term compensation including stock options and any major changes to TC Energy's company-wide compensation and benefit plans. The committee considers and approves any changes to TC Energy's pension plans relating to benefits provided under these plans. The committee is also responsible for the review of the executive share ownership guidelines.

There were five regularly scheduled meetings of the Human Resources Committee in 2021.

View Human Resources Committee charter

The Board of Directors of TC Energy Corporation and the Board of Directors of TransCanada Pipelines Limited and the respective Board committees are identical in membership and meet concurrently. The Governance committee reviews and approves all governance documents. These documents apply equally to TC Energy Corporation and TransCanada PipeLines Limited and have been adopted by both Boards.

TC Energy believes that effective corporate governance improves corporate performance and benefits all shareholders and that honesty and integrity are vital to ensuring good corporate governance.

The Code of Business Ethics (COBE) incorporates principles of good conduct and ethical and responsible behavior to guide our decisions and actions and the way we conduct business.

The Code applies to all employees, officers and directors as well as contract workers of TC Energy and its wholly-owned subsidiaries and operated entities in countries where we conduct business.

Ethics Help-Line

The Audit Committee of the Board of Directors has established an anonymous and confidential toll-free telephone number for employees, contractors, consultants, other stakeholders and the general public to report a concern about any perceived accounting irregularities, legal or ethical violations or other suspected breaches of the Code of Business Ethics. For more information, please visit our Contact page or call the Ethics Help-Line at:

Canada/US:

1-888-920-2042

Mexico:

If calling from a cell phone please dial: 800-283-2783
If calling from a land line please dial: 0800-283-2783