HYDRO ONE LIMITED HEALTH, SAFETY, ENVIRONMENT AND INDIGENOUS PEOPLES COMMITTEE MANDATE

Transcription

1 HYDRO ONE LIMITED HEALTH, SAFETY, ENVIRONMENT AND INDIGENOUS PEOPLES COMMITTEE MANDATE Purpose The Health, Safety, Environment and Indigenous Peoples Committee (the Committee ) is a standing committee appointed by the board of directors (the Board ) of Hydro One Limited including its subsidiaries, the Company ). The Committee is responsible for assisting the Board in discharging the Board s oversight responsibilities relating to: (a) effective occupational health and safety and environmental policies and practices at the Company; and (b) the Company s relationship with Indigenous Peoples communities. Procedures 1. Number of Members The members of the Committee shall be appointed by the Board. The Committee will be composed of not less than three (3) Board members. 2. Independence The Committee shall be constituted at all times of directors who are independent : (a) within the meaning of all Canadian securities laws governing the disclosure of corporate governance practices and stock exchange requirements applicable to service on this Committee, each as in effect and applicable to Hydro One Inc. from time to time; and (b) of the Province of Ontario within the meaning of the Governance Agreement between the Company and the Province of Ontario (as amended, revised or replaced from time to time, the Governance Agreement ). 3. Appointment and Replacement of Committee Members Any member of the Committee may be removed or replaced at any time by the Board and shall automatically cease to be a member of the Committee upon ceasing to be a director. The Board shall fill any vacancy if the membership of the Committee is less than three directors. Whenever there is a vacancy on the Committee, the remaining members may exercise its powers as long as a quorum remains in office. Subject to the foregoing, the members of the Committee shall be appointed by the Board annually and each member of the Committee shall remain on the Committee until his or her successor shall be duly appointed and qualified or his or her earlier resignation or removal. 1

2 4. Committee Chair Unless a Chair of the Committee is designated by the full Board, the members of the Committee may designate a Chair by majority vote of the full Committee. The Committee Chair shall be responsible for leadership of the Committee and reporting to the Board. If the Committee Chair is not present at any meeting of the Committee, one of the other members of the Committee who is present shall be chosen by the Committee to preside at the meeting. The Committee will report through the Committee Chair to the Board following meetings of the Committee on matters considered by the Committee, its activities and compliance with this Mandate. 5. Conflicts of Interest If a Committee member faces a potential or actual conflict of interest relating to a matter before the Committee, other than matters relating to the compensation of directors, that member shall be responsible for alerting the Committee Chair. If the Committee Chair faces a potential or actual conflict of interest, the Committee Chair shall advise the Board Chair. If the Committee Chair, or the Board Chair, as the case may be, concurs that a potential or actual conflict of interest exists, the member faced with such conflict shall disclose to the Committee the member s interest and shall not be present for or participate in any discussion or other consideration of the matter and shall not vote on the matter. 6. Meetings The Committee shall meet regularly and as often as it deems necessary to perform the duties and discharge its responsibilities as described herein in a timely manner, but not less than four (4) times a year. Meetings may be held at any time deemed appropriate by the Committee. The Committee shall maintain written minutes of its meetings, which will be filed with the meeting minutes of the Board. The Board Chair may attend and speak at all meetings of the Committee, whether or not the Board Chair is a member of the Committee. 7. Separate Executive Meetings The Committee shall meet without management or non-independent directors present at each meeting of the Committee unless otherwise determined by the Committee Chair. 8. Professional Assistance The Committee may retain such special legal, financial or other consultants as the Committee may determine to be necessary to carry out the Committee s duties, in each case at the Company s expense and inform the Chair of the Governance Committee of any such retainer. 2

3 Responsibilities The principal responsibilities of the Committee are: Occupational Health and Safety 1. Annually review and recommend to the Board for approval changes to material occupational health and safety policies and programs of the Company, taking into account industry standards, best practices, legal and operational considerations. 2. Review management s programs for training and education on occupational health and safety matters in order to build a safety first approach throughout the Company. 3. Review management reports of any actual accidents related to occupational health and safety. 4. Review management preparedness for crisis response with respect to health and safety matters. 5. Review management s response to any material health and safety events, incidents or matters. 6. Review with management and legal counsel any material administrative, civil or criminal health and safety proceedings, and management s proposed response. Public Safety and Other Matters 7. Review such other health and safety matters, including public safety, as the Board may specifically direct the Committee or management as appropriate. 8. Review management s programs for identifying and managing public safety risks arising from the Company s operations. Environment 9. Annually review and recommend to the Board for approval changes to material environmental policies and programs of the Company, taking into account industry standards, best practice, legal and operational considerations. 3

4 10. Discuss with management the Company s environmental objectives such as Climate Change, Biodiversity, Conservation, Resource Management and other topics relating to Environmental Management and Corporate Social Responsibility. 11. Annually review the Company s strategy regarding Climate Change including a review of emerging risks and opportunities and tracking of corporate objectives. 12. Review management preparedness for crisis response with respect to environmental matters. 13. Review management s response to any material environmental events, incidents or matters. 14. Review with management and legal counsel any material administrative, civil or criminal environmental proceedings, and management s proposed response. Compliance 15. Review management reports respecting compliance with health and safety and environmental policies and programs, and the adequacy and effectiveness of internal controls over such matters, including management s response to internal control recommendations of the internal auditors. Internal Audit 16. Review the internal auditors audit plans for auditing controls and procedures for identification and management of health and safety and environmental risks. 17. Review periodic reports from internal auditors, and if deemed necessary, meet separately with internal auditors, regarding compliance with health and safety and environmental policies, standards and legal requirements and any recommendations made by internal auditors for the strengthening of internal controls. Relationship with Indigenous Peoples 18. Review the Company s implementation of the Indigenous Peoples relations policy and relationships with Indigenous Peoples communities and the Company s ongoing commitment to work with indigenous populations in the communities in 4

5 which the Company operates, and review material Company communications respecting its commitment to Indigenous Peoples communities. 19. Review Company programs dedicated to enhancing positive relationships with Indigenous Peoples communities and management s systems to measure and monitor such programs. General 20. Monitor the objectives regarding health and safety and environmental matters contained in the Company s corporate scorecard and oversee the manner in which health and safety and environment objectives are incorporated into executive compensation programs. 21. Review and approve annual disclosure of the Company regarding health, safety and environmental matters. 22. Review annually the adequacy of this Mandate and ensure that it is posted on the Company s website. Approved by the Board on February 13,