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.
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).
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.
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
Other public board directorships
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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. (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 Legue 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).
Director since 2020, Independent
Mr. Culbert 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 previously served as a director and Vice Chair of PETRONAS Canada Ltd. from 2016 to 2020. He has also 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 2016 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 funds 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.
Ms. Jones is a corporate director. She is currently a director of Seven Generations Energy Ltd. (oil and gas, exploration and production), since May, 2020.
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.
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.
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).
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.
Director since 2021, Non-Independent
Mr. Poirier has been President and Chief Executive Officer (CEO) since January 2021.
His previous role was Chief Operating Officer and President, Power & Storage. He was responsible for successfully executing the acquisition of the Columbia Pipeline Group in 2016. Mr. Poirier held other roles which included leading our Mexico business unit, as well as leading the company’s risk management, strategy and corporate development efforts. Mr. Poirier joined the company in 2014 as President, Energy East Pipeline.
Before joining TC Energy, Mr. Poirier spent 25 years in investment banking, consulting and as a Corporate Director. He was President and Head, Investment Banking and Capital Markets, for Wells Fargo Securities Canada, Ltd. Prior to that, he was Group Head, Power and Pipelines Investment Banking, at J.P. Morgan Securities in New York.
From 2007 to 2011, Mr. Poirier served as an Independent Director of Capital Power Income LP. His community involvement has included serving as Chair of the North York Harvest Food Bank.
Mr. Poirier holds a Master of Business Administration from the Schulich School of Business at York University and graduated Magna Cum Laude with a Bachelor of Operations Research from the University of Ottawa.
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. She previously served as a director of Kinross Gold Corporation 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.
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. 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.
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, Queen’s 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.
Director since 2006, Independent
Mr. Stewart is a corporate director. He was a director of Pengrowth Energy Corporation 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, 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.
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 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.
Mr. Johnson is currently retired. Mr. Johnson most recently served as President and Chief Executive Officer of Pacific Gas & Electric Corporation (utilities) from May 2019 through June 2020. Mr. Johnson also served as President and Chief Executive Officer of Tennessee Valley Authority (electricity) from January 2013 to May 2019.
Prior to joining Tennessee Valley Authority, Mr. Johnson held the positions of Chairman, President and CEO of Progress Energy, Inc. from October 2007 to July 2012 and previously to that, served as President and Chief Operating Officer (2005-2007). His career at Progress included leadership roles of increasing responsibility including as President, Energy Delivery (2004-2005) and President and Chief Executive Officer (2002-2003) and Executive Vice President and General Counsel (2000-2002) of Progress Energy Service Company. Mr. Johnson’s career began in 1992 at Carolina Power & Light Company (predecessor to Progress Energy Inc.) where he held increasing senior management roles of Associate General Counsel and Manager, Legal Department; Vice President, Senior Counsel and Corporate Secretary and Senior Vice President and Corporate Secretary.
Mr. Johnson has served on the boards of the following utility industry groups or associations: Edison Electric Institute (Vice Chair), Nuclear Energy Institute (Chair), Institute of Nuclear Power Operations, World Association of Nuclear Operators (Governor) and Nuclear Electric Insurance Limited.
Mr. Johnson holds a Juris Doctor degree (high honors) from the University of North Carolina School of Law and a Bachelor of Arts degree (history, summa cum laude) from Duke University in North Carolina.
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.
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:
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 Directorsc/o Corporate SecretaryTC Energy Corporation450 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 CEOTerms 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, 2020
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 registrationsTC 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.
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
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:John E. Lowe
Members:Stéphan CrétierMichael CulbertRandy LimbacherUna PowerThierry VandalSusan Jones (observer)
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 2019.
View Audit Committee charter
Governance Committee Chair:D. Michael G. Stewart
Members:David MacNaughtonMary Pat SalomoneIndira SamarasekeraSiim VanaseljaSteven Williams
This committee is comprised of six 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 (2020), 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 2019.
View Governance Committee charter
Health, Safety, Sustainability and Environment Committee Chair:Mary Pat Salomone
Members:Michael CulbertSusan JonesRandy LimbacherJohn E. LoweUna 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 meetings of the Health, Safety, Sustainability and Environment Committee in 2019.
View Health, Safety, Sustainability and Environment committee charter
Human Resources Committee Chair:Thierry Vandal
Members:Stéphan CrétierDavid MacNaughtonIndira SamarasekeraD. Michael G. StewartSiim A. VanaseljaSteven Williams
This committee is comprised of seven 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 three meetings of the Human Resources Committee in 2019.
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.
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:
Articles of Incorporation
By-Law Number 1
Board Diversity Policy
Corporate Governance Guidelines
Asset Integrity Commitment Statement
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Health, Safety and Environment Commitment Statement
Quality Commitment Statement
Stakeholder Engagement Commitment Statement
Indigenous Relations Commitment Statement
Alcohol and Drug Policy (Employees)
Avoiding Bribery and Corruption Policy
Avoiding Bribery and Corruption Guideline for Contractors
Code of Business Ethics Policy
Contractor Alcohol and Drug Guideline
Equal Employment Opportunity and Non-Discrimination Policy
Harassment-free Workplace in Canada Policy
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Harassment-free Workplace in the U.S. Policy
Harassment-free Workplace in Mexico Policy
Manual Materials Handling Policy
Political Activities and Contributions Policy
Protection of Personal Information Policy
Reasonable Workplace Accommodation Policy
Supplier Diversity and Local Participation Business Policy
Weapons in the Workplace Policy
Indigenous Relations Policy