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Corporate governance

Our commitment to the highest standards of ethics and corporate governance helps us do what we do best — anticipating the energy needs of North American communities.

Board size

12

Independent directors

92%

Women on our board

25%

Board interlocks

0

Statement of corporate governance

The board and the members of TC Energy's management are committed to the highest standards of corporate governance. TC Energy's corporate governance practices comply with the governance rules of the Canadian Securities Administrators (CSA), those of the New York Stock Exchange (NYSE) and of the U.S. Securities and Exchange Commission (SEC), applicable to foreign issuers and those mandated by the United States Sarbanes-Oxley Act of 2002 (SOX).

TC Energy is in compliance with the CSA's National Instrument 52-110 pertaining to audit committees (Canadian Audit Committee Rules). TC Energy is also in compliance with National Policy 58-201, Corporate Governance Guidelines, and National Instrument 58-101, Disclosure of Corporate Governance Practices (collectively, the Canadian Governance Guideline).

Corporate governance guidelines

The board has formally adopted and published a set of Corporate Governance Guidelines, which affirm TC Energy's commitment to maintaining a high standard of corporate governance. The guidelines address the structure and composition of the board and its committees and also provide guidance to both the board and management in clarifying their respective responsibilities.

The board's strengths include: an independent, non-executive Chair; well informed and experienced directors, who ensure that standards exist to promote ethical behaviour throughout TC Energy; effective board size; director share ownership requirements; and annual assessment of board, committee and individual director effectiveness.

Our board of directors

Siim A. Vanaselja, Board Chair

Director since 2014, Independent

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.

TC Energy Committee memberships

  • Governance Committee
  • Human Resources Committee

Other public board directorships

  • Great-West Lifeco Inc. (financial services) (TSX)
  • Power Financial Corporation (financial services) (TSX)
  • RioCan Real Estate Investment Trust (real estate) (TSX)
TC Energy securities held
  2019 2018
Common shares 12,000 12,000
Deferred share units 31,108 20,232

 

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Stéphan Crétier

Director since 2017, Independent

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. (medical software technology) (formerly ORTHOsoft Holdings Inc.) 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 International Security Lique. 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.

TC Energy Committee memberships

  • Audit Committee
  • Health, Safety, Sustainability and Environment Committee
TC Energy securities held
  2019 2018
Common shares 27,271 18,500
Deferred share units 8,460 3,525

 

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Russell K. Girling

Director since 2010, Non-Independent

Mr. Girling has been President and Chief Executive Officer (CEO) 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., Northridge Petroleum Marketing and Dome Petroleum.

Mr. Girling is currently a director of Nutrien Ltd., the American Petroleum Institute and the Business Council of Canada. He is a member of the Business Council of Alberta, 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.

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.

TC Energy Committee memberships

  • N/A

Other public board directorships

  • Nutrien Ltd. (formerly Agrium Inc.) (agricultural) (TSX, NYSE)

TC Energy securities held

For information relating to the securities held by Russell Girling, see the disclosure under the Executive Profiles section in TC Energy's Management Information Circular dated February 28, 2019.

Download full bio

S. Barry Jackson, O.C.B.

Director since 2002, Independent

Mr. Jackson is a corporate director. He currently serves on the board of WestJet Airlines Ltd.

Mr. Jackson has previously served as a director of Laricina Energy Ltd. (oil and gas, exploration and production) from 2005 to November 2017, Nexen Inc. (oil and gas, exploration and production) from 2001 to June 2013, serving as Chair from 2012, a director of Cordero Energy Inc. from 2005 to 2008, the Chair of Resolute Energy Inc. from 2002 to 2005, the Chair of Deer Creek Energy Limited from 2001 to 2005 and director of ENMAX Corporation from 1999 to 2002, Westcoast Energy Inc. from 2001 to 2002 and Gulf Canada Resources Ltd. from 2000 to 2001.

Mr. Jackson has also been the President and Chief Executive Officer of Crestar Energy Inc. from 1993 to 2000 and was the Chair of the Canadian Association of Petroleum Producers in 1997. Prior to that, he held a number of senior management positions in the oil and gas industry since 1974.

Mr. Jackson has a Bachelor of Science in Engineering from the University of Calgary.

TC Energy Committee memberships

  • Human Resources Committee (Chair)
  • Governance Committee

Other public board directorships

  • Westjet Airlines Ltd. (airline) (TSX)
TC Energy securities held
  2019 2018
Common shares 39,000 39,000
Deferred share units 166,430 155,920

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Randy Limbacher

Director since 2018, Independent

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, where he then served as Vice Chairman of Samson Resources Corporation 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 (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 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.

TC Energy Committee memberships

  • Audit Committee
  • Health, Safety, Sustainability and Environment Committee

Other public board directorships

  • CARBO Ceramics Inc. (manufacturing) (NYSE)
TC Energy securities held
  2019 2018
Common shares
Deferred share units 1,828

Download full bio

John E. Lowe

Director since 2015, Independent

Mr. Lowe is the non-executive Chair of Apache Corporation’s board of directors. He also currently serves on the board of directors for Phillips 66 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 from October 2008 to January 2011. He has 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).

TC Energy Committee memberships

  • Audit Committee (Chair)
  • Health, Safety, Sustainability and Environment Committee

Other public board directorships

  • Apache Corporation (oil and gas) (NYSE)
  • Phillips 66 Company (oil and gas) (NYSE)
TC Energy securities held
  2019 2018
Common shares 20,000 15,000
Deferred share units 14,752 10,959

 

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Una Power

Director since 2019, Independent

Ms. Power is a corporate director and currently serves on the boards of the Bank of Nova Scotia and Teck Resources Limited.

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 of INSEAD.

TC Energy Committee memberships

  • Audit Committee
  • Health, Safety, Sustainability and Environment Committee

Other public board directorships

  • The Bank of Nova Scotia (chartered bank) (TSX, NYSE)
  • Teck Resources Limited (diversified mining) (TSX, NYSE)

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Mary Pat Salomone

Director since 2013, Independent

Ms. Salomone is a corporate director. She currently serves on the board of directors of Herc Rentals and Intertape Polymer Group. She also serves as a trustee of the Youngstown State University Foundation. 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 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.

TC Energy Committee memberships

  • Health, Safety, Sustainability and Environment Committee (Chair)
  • Governance Committee

Other public board directorships

  • Herc Rentals (rental equipment) (NYSE)
  • Intertape Polymer Group (manufacturing) (TSX)
TC Energy securities held
  2019 2018
Common shares 3,000 3,000
Deferred share units 18,537 14,558

 

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Indira Samarasekera

Director since 2016, Independent

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, Rideau Hall Foundation, 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 and Western 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.

TC Energy Committee memberships

  • Audit Committee
  • Human Resources Committee

Other public board directorships

  • The Bank of Nova Scotia (chartered bank) (TSX, NYSE)
  • Magna International Inc. (manufacturing, automotive parts) (TSX, NYSE)
  • Stelco Holdings Inc. (manufacturing) (TSX)
TC Energy securities held
  2019 2018
Common shares
Deferred share units 11,969 6,833

Download full bio

D. Michael G. Stewart

Director since 2006, Independent

Mr. Stewart is a corporate director. He serves as a director of Pengrowth Energy Corporation. He was a director of 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, a director of C&C Energia Ltd. (oil and gas) from May 2010 to December 2012, a director of Orleans Energy Ltd. from October 2008 to December 2010, a director of Pengrowth Corporation (administrator of Pengrowth Energy Trust) from October 2006 to December 2010, a director of 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, and a director of 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.

TC Energy Committee memberships

  • Governance Committee (Chair)
  • Human Resources Committee

Other public board directorships

  • Pengrowth Energy Corporation (oil and gas, exploration and production)
    (TSX, NYSE)
TC Energy securities held
  2019 2018
Common shares 18,188 17,310
Deferred share units 38,522 34,299

Download full bio

Thierry Vandal

Director since 2017, Independent

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 board of École des Hautes Etudes Commerciales (HEC) Montréal.

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.

TC Energy Committee memberships

  • Audit Committee
  • Health, Safety, Sustainability and Environment Committee

Other public board directorships

  • The Royal Bank of Canada (chartered bank) (TSX, NYSE)
TC Energy securities held
  2019 2018
Common shares 269 261
Deferred share units 7,064 804

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Steven Williams

Director since 2019, Independent

Mr. Williams is a corporate director. Prior to his retirement from Suncor Energy Inc., he previously held the position of Chief Executive Officer (since November 2018) 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.

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.

TC Energy Committee memberships

  • Governance Committee
  • Human Resources Committee

Other public board directorships

  • Alcoa Corporation (aluminum) (NYSE)

Download full bio

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 70 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 pose 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 all of the directors are independent, except for Mr. Girling because of his role as President and CEO. Other than Mr. Girling, 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. Further, the Board has determined, that such relationships, where they exist, do not interfere with any such director’s ability to act in the best interests of TC Energy, as all decisions on making donations to non-profit organizations are made by a management committee on which no directors serve.

The Board believes that it is important for it to be composed of qualified 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, 2018

TC Energy's CSR Report contains information on our Lobbying Activities, Political Contributions and Corporate Memberships. The CSR Report also includes a summary of our policies and oversight of these matters. The relevant policies can be found in TC Energy's 2017 Corporate Responsibility Report.

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.

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 meetings in 2018.

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, its affiliates and TC PipeLines, LP a public limited partnership.

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 & 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:
John E. Lowe

Members:
Stéphan Crétier
Randy Limbacher
Una Power
Indira Samarasekera
Thierry Vandal

This committee is comprised of six 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 meetings of the Audit Committee in 2018.

View Audit Committee charter

Governance Committee

Chair:
D. Michael G. Stewart

Members:
S. Barry Jackson
Mary Pat Salomone
Siim Vanaselja
Steven Williams

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 (2013), 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 2018.

View Governance Committee charter

Health, Safety, Sustainability & Environment Committee

Chair:
Mary Pat Salomone

Members:
Stéphan Crétier
Randy Limbacher
John E. Lowe
Una Power
Thierry Vandal

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 three meetings of the Health, Safety, Sustainability & Environment Committee in 2018.

View Health, Safety, Sustainability and Environment committee charter

Human Resources Committee

Chair:
S. Barry Jackson

Members:
Indira Samarasekera
D. Michael G. Stewart
Siim A. Vanaselja
Steven Williams

This committee is comprised of five 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 meetings of the Human Resources Committee in 2018.

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:

1-888-920-2042
(Canada/US)

001-800-840-7907
(Mexico)

Related documents

Constating and Governance Documents

Articles of Incorporation

EN

By-Law Number 1

EN

Board Diversity Policy

EN

Corporate Governance Guidelines

EN

Commitment Statements

Health, Safety and Environment Commitment Statement

Quality Commitment Statement

Stakeholder Engagement Commitment Statement

Indigenous Relations Commitment Statement

Policies

Alcohol and Drug Policy (Employees)

EN - FR - ES

Alcohol and Drug Policy (Contractors)

Avoiding Bribery and Corruption Policy

Avoiding Bribery and Corruption Guideline for Contractors

Code of Business Ethics Policy

Communications Policy

Employment Equity and Non-Discrimination Policy

Harassment-Free Workplace Policy

Manual Materials Handling Policy

Political Activities and Contributions Policy

Protection of Personal Information Policy

Reasonable Workplace Accommodation Policy

Supplier Diversity and Local Participation Policy

Weapons in the Workplace Policy

Indigenous Relations Policy