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Manitoba Hydro-Electric Board terms of reference

Manitoba Hydro Board

Introduction

These Terms of Reference have been adopted by the members of the Board of Manitoba Hydro (the “Board”) and form the basis upon which the Board will fulfill its mandate.

  1. Objectives
    1. The primary objective of the Board is to oversee Management and the business and affairs of Manitoba Hydro in accordance with Manitoba Hydro’s purpose and mandate.
    2. The purpose and mandate of Manitoba Hydro are as follows:
      1. The purpose of Manitoba Hydro is to provide for the supply of power to meet the needs of Manitobans. Manitoba Hydro engages in and promotes economy and efficiency in all phases of power generation and distribution. Manitoba Hydro provides and markets products, service and expertise in all aspects of power generation and distribution to customers, both within and outside of Manitoba, including the marketing and supplying of power.
      2. The Board has approved the following mandate statement:
        Manitoba Hydro creates value for Manitobans by meeting our customer’s expectations for the delivery of safe, reliable energy services at a fair price.
  2. Board membership
    1. The Board consists of at least six and not more than ten Members who are appointed by Order of the Lieutenant Governor in Council. Each Member serves for such term as is specified in the Order in Council by which the Member is appointed.
    2. The President and Chief Executive Officer of Manitoba Hydro is an ex officio, non-voting Member of the Board.
    3. A member of the Legislative Assembly of Manitoba may be a Member of the Board. A member of the Executive Council may not be a Member of the Board.
    4. The Board is responsible to the Minister responsible for the administration of The Manitoba Hydro Act.
    5. The Chair of the Board (Board Chair) provides leadership to the Board and is the primary contact for the Minister.
  3. Principal responsibilities of the Board
    Collectively, the Board directs the business affairs of Manitoba Hydro and takes all reasonable steps to ensure that Manitoba Hydro complies with its mandate and the laws of Manitoba.
    1. The Board’s principal responsibilities are to:
      1. Appoint, subject to the approval of the Lieutenant Governor in Council, the Chief Executive Officer (the “CEO”), who shall carry out and perform such duties and discharge such responsibilities as may be prescribed or required by the Board;
      2. Approve or develop the corporate objectives that the CEO is responsible for meeting, and with the Human Resources Committee assess the CEO’s performance against those objectives;
      3. Upon the recommendation of the Human Resources Committee, review and approve CEO compensation;
      4. Upon the recommendation of the Human Resources Committee, review and approve an emergency and permanent CEO succession plan;
      5. Guide and approve Manitoba Hydro’s strategic direction;
      6. Delegate approval authorities to the CEO and review and revise them as appropriate;
      7. Obtain the services of such engineers, accountants, and other professional persons as the Board deems necessary for the proper and convenient transaction of the business of Manitoba Hydro, and fix their remuneration;
      8. Make such inquiries and investigations into all or any matters, relating to the development, generation, transmission, distribution, supply, purchase, or use of power, actual or potential, at such times and places and in such manner as seems advisable to the Board;
      9. Oversee the financial health of Manitoba Hydro and act as steward of Manitoba Hydro’s resources;
      10. Oversee Manitoba Hydro’s process to identify and mitigate material financial and non-financial risks, and take all reasonable steps to ensure that appropriate systems and internal controls are in place to manage the foregoing risks;
      11. Direct the implementation of all Directives pursuant to The Crown Corporations Governance and Accountability Act (the “CCGAA”), as well as government licenses, permits and legal approvals;
      12. Align the policies of Manitoba Hydro with Mandate Letters pursuant to the CCGAA, and of Manitoba Hydro Business Plans with government policies, to the maximum extent possible consistent with the best interests of Manitoba Hydro;
      13. Gain reasonable assurance that the annual Business Plan is prepared in accordance with the CCGAA and any guidelines provided by the Minister regarding form and content;
      14. Annually hold a Strategy meeting to gain the Board’s input to the strategy to be incorporated into the Annual Business Plan;
      15. Approve and monitor Manitoba Hydro’s Strategic Plan, Business Plan, and financial results;
      16. Take all reasonable steps to ensure, upon the recommendation of the Audit and Finance Committee, that policies and procedures designed to maintain appropriate auditing and accounting principles and practices are in place;
      17. Gain reasonable assurance that Annual Reports and Quarterly Reports are issued on a timely and regular basis as set out in legislation and any directives by the Minister;
      18. Adopt and monitor guidelines respecting conflicts of interest and other ethical conduct for the Board, employees and key suppliers;
      19. At the recommendation of the Governance Committee, approve the Manitoba Hydro Code of Conduct and monitor compliance with the foregoing;
      20. Gain reasonable assurance that public meetings are held as required under the CCGAA;
      21. Appoint and employ as the Board deems necessary such other officers and employees of Manitoba Hydro as the Board deems necessary for the transaction of the business of Manitoba Hydro and prescribe the duties of any such officers and employees and fix their remuneration.
  4. Compliance responsibilities and business conduct
    1. The Board oversees adherence to government Directives, Mandate Letters and approved Business Plans, pursuant to The Crown Corporations Governance and Accountability Act.
    2. The Board confirms that an effective corporate compliance program has been established to ensure that Manitoba Hydro complies with all applicable laws.
    3. The Board provides direction for Manitoba Hydro to operate in accordance with high ethical and moral standards.
    4. The Board gains reasonable assurance that board minutes, contracts and other corporate documents and records are properly prepared, approved and maintained.
    5. The Board monitors Manitoba Hydro’s compliance with Board policies.
  5. Conducting of Manitoba Hydro business
    1. The Board exercises the powers of Manitoba Hydro directly or through the employees and agents of Manitoba Hydro.
    2. The Board may make, approve and implement bylaws and policies for the conduct of corporate business and the review and approval of Management actions.
    3. The Board has the statutory right to prescribe the procedure for Board meetings. Procedures for the calling and holding of meetings are described in Corporate Bylaws.
    4. Meetings of the Board shall be held a minimum of 5 times per year at the call of the Board Chair, at such place, and upon such notice, as to the Board Chair seems proper.
    5. The Board Chair shall call a meeting of the Board immediately upon being requested so to do in writing by a majority of the other members of the Board.
    6. A majority of the members of the Board, which shall include the Chair for quorum determination purposes, constitutes a quorum at any meeting of the Board.
    7. There is a requirement to keep minutes and records of all business transacted at Board meetings. These minutes and records are considered to be of a public nature.
    8. In performing the Board’s duties and responsibilities, the Board will normally obtain information from the executive Management team. However, the Board, upon request of and in the discretion of the Board Chair, can have access to all books and records of Manitoba Hydro and to all officers and employees.
    9. The Minister or the Minister’s designate is proactively informed when significant issues arise. The primary channel for communications at the policy level is between the Minister and the Board Chair.
    10. The Board is responsible for the following in the interests of good governance:
      1. Complete, upon the recommendation of the Governance Committee, an evaluation of the Board and Board Committees to identify strengths, competencies and areas for Board, Committee and individual member development, which will assist the Minister in identifying skills desired of new candidates for the Board when required;
      2. Confirm, upon the recommendation of the Governance Committee, that orientation and continuing education is made available and undertaken for new and incumbent Board members respectively; and
      3. Periodically review, upon the recommendation of the Governance Committee, Manitoba Hydro’s approach to corporate governance with a view to best practices and achievement of Manitoba Hydro’s mandate.
  6. Committees of the Board
    1. Standing or Ad Hoc Committees of the Board (Board Committees) may be established or disestablished by the Board to support the Board with its review and oversight responsibilities. Current Board Committees are:
      1. Audit and Finance Committee – To assist the Board in its oversight of financial reporting, internal and external auditors, financial risk management, capital spending and other duties prescribed in legislation;
      2. Governance Committee – To assist the Board in developing effective corporate governance practices, in its oversight of strategic planning, Enterprise Risk Management and acts as the planning committee for the purposes of section 18(2) of the CCGAA; and
      3. Human Resources, Environment, Health, Safety and Stakeholder Committee – To assist the Board in its oversight of CEO succession planning, evaluation and compensation, and human resources issues, environmental, health and safety policies and compliance matters and stakeholder engagement.
      The Board also ensures that Manitoba Hydro complies with its statutory duty to establish the Labour Management Committee to carry out the requirements under section 24(1) of the CCGAA.
    2. The responsibilities, membership and procedures of each Board Committee are set out in the Terms of Reference for that Committee and Position Description for the Committee Chair.
    3. The Board Chair is a non-voting member of all Board committees. The CEO is invited to all meetings of Board Committees, with such attendance being optional.
    4. The assignment of a matter by the Board to a Board Committee for review and recommendation does not absolve the Board of its ultimate responsibility to review the recommendation from a Committee, for action, approval or decision by the Board, as the case may be.
  7. Subsidiary structure and governance
    The Board may establish and disestablish subsidiaries to assist in carrying out Manitoba Hydro’s mandate and take all reasonable steps to ensure adequate governance and accountability thereof.
  8. Additional responsibilities
    The Board shall:
    1. Meet in in camera sessions as required at the call of the Chair;
    2. Retain, oversee, compensate and terminate independent advisors who assist the Board in its activities and receive adequate funding from Manitoba Hydro as necessary for this purpose; and
    3. Receive adequate funding from Manitoba Hydro for ordinary administrative expenses that are needed or appropriate for the Board to carry out its duties.

To honour the spirit and intent of applicable law as it evolves, the authority to propose minor technical amendments to these Terms of Reference is delegated to the Corporate Secretary, who will report any proposed amendments to the Governance Committee at its next meeting.

Once every two years, these Terms of Reference will be evaluated and updates recommended to the Board for consideration by the Governance Committee.

Audit and Finance Committee of the Board

  1. Purpose
    1. The primary responsibility for financial reporting, accounting systems and internal controls at Manitoba Hydro is vested in senior Management and is overseen by the Board of Directors (Board). The Audit and Finance Committee (Committee) has been established by the Board to assist the Board in fulfilling its responsibilities by gaining reasonable assurance of the following:
      1. That Manitoba Hydro complies with the applicable laws, regulations, rules, policies and other requirements of governments and regulatory agencies related to financial reporting and disclosure;
      2. That Management has assessed areas of potential material enterprise financial risk to Hydro and has taken appropriate mitigation measures;
      3. That Manitoba Hydro’s External and Internal auditors have performed their duties satisfactorily and with independence from Management and Manitoba Hydro;
      4. That the accounting principles, significant judgments and disclosures that underlie, or are incorporated in, Manitoba Hydro’s financial statements are the most appropriate in the prevailing circumstances;
      5. That Manitoba Hydro’s quarterly and annual financial statements present fairly Manitoba Hydro’s financial position and performance in accordance with appropriate recognized standards; and
      6. That appropriate information concerning the financial position and performance of Manitoba Hydro is disseminated to the public in a timely manner.
  2. Membership, meetings and operating procedures
      1. The Chair and members of the Committee shall be appointed by the Board Chair upon the recommendation of the Governance Committee.
      2. The Committee shall consist of a minimum of three members;
      3. At least one member of the Committee should possess advanced financial literacy, which may be satisfied by a combination of education and experience;
      4. All members of the Committee should possess financial literacy, or acquire financial literacy within one year of serving on the Committee.
      5. One or more non-Board members who possess advanced financial literacy may be appointed to the Committee, provided that the majority of the Committee shall consist of members of the Board;
      6. The Board Chair may attend all meetings as an ex-officio and non-voting member of the Committee; and
      7. The external Auditor of Manitoba Hydro is entitled to receive notice of every meeting of the Committee and, at the expense of Manitoba Hydro, to attend and be heard at the meeting and, if so requested by a member of the Committee, the External Auditor shall attend any or every meeting of the Committee held during the term of office of the External Auditor.
    1. Meetings shall normally be held four times per year or at the call of the Committee Chair or two Committee members, or at the request of the External Auditor.
    2. Committee meeting agendas shall be the responsibility of the Committee Chair in consultation with Committee members and senior Management.
    3. A quorum shall be a majority of the voting members.
    4. In the absence of the Committee Chair the Committee Chair or the Board Chair shall appoint one of the members as an acting Chair.
    5. The Corporate Secretary (or designate) shall act as Secretary of all meetings of the Committee, unless otherwise specified by the Committee.
    6. The Committee shall conduct in camera meetings with the Internal and External Auditors, either together or in separate sessions as determined at the call of the Committee Chair.
    7. A copy of the minutes of each meeting of the Committee shall be provided to the Committee Chair by the Corporate Secretary (or designate) in a timely fashion for review and approval. Deliberations and recommendations of the Committee shall be provided, either orally or in writing to the Board at the next regularly scheduled Board meeting, or earlier, in the discretion of the Committee Chair.
  3. Responsibilities
    The Committee will:
    1. Financial Reporting
      1. Review Manitoba Hydro’s annual consolidated financial statements with Management and the External Auditors to gain reasonable assurance that the statements are accurate, complete, represent fairly Manitoba Hydro’s financial position and performance, and report thereon to the Board before such financial statements are approved by the Board;
      2. Review and recommend to the Board for review and approval quarterly financial reports;
      3. Review with Management and the External Auditors the financial statements of Manitoba Hydro’s significant wholly owned subsidiaries and pension plans;
      4. Receive reports, as required, from Management, Manitoba Hydro’s President and CEO, Internal Audit (or the equivalent) or, to the best of their knowledge, the External Auditor, that Manitoba Hydro and its subsidiaries are in conformity with applicable legal requirements and Manitoba Hydro’s Code of Conduct, including disclosures of related party transactions; and
      5. Review public financial reports produced by Manitoba Hydro, such as the Quarterly and Annual Reports, and the Annual Business Plan and gain reasonable assurance that they portray a complete, accurate and balanced picture of Manitoba Hydro’s performance and financial situation.
    2. Relationship with External Auditors
      1. Take all reasonable steps to ensure that the accounts of Manitoba Hydro are audited and reported on annually by an External Auditor (who may be the Auditor General) appointed by the Minister of Finance, with the cost thereof paid by Manitoba Hydro;
      2. Have a clear understanding with the External Auditor that it must maintain an open and transparent relationship with the Committee, and that the ultimate accountability of the External Auditor is to the Committee;
      3. Approve the scope of the External Audit Plan;
      4. Advise the Board with respect to the External Auditor’s audit and review of Manitoba Hydro;
      5. Assess the working relationship between the External Auditor and Management;
      6. Evaluate the External Auditor’s qualifications, performance and independence. As part of that evaluation, at least annually, review a report by the External Auditor describing: the firm’s (auditor’s) internal quality-control systems and procedures; any material issues, defects, restrictions or sanctions raised or imposed by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities or board, within the preceding five years, respecting one or more independent audits carried out by the firm or otherwise arising, and any steps taken to deal with any such issues, defects, restrictions or sanctions; and, (to assess the auditor’s independence) all relationships between the External Auditor and Manitoba Hydro;
      7. To ensure that Management takes all appropriate steps to satisfy the Committee that the External Auditor does not provide non-audit services that would disqualify it as independent under applicable auditing standards;
      8. Review the experience and qualifications of the senior members of the external audit team and the quality control procedures of the External Auditor. Ensure that the lead audit partner of the External Auditor (or the equivalent title) is replaced periodically, according to applicable law or best practices. Take all reasonable steps to ensure continuing independence of the independent audit firm. Present the Committee’s conclusions on Auditor independence to the Board;
      9. Disclose, as required, the retention of the External Auditor for non-audit services permitted under applicable auditing standards;
      10. Provide an annual report to the Board on all non-audit services;
      11. Meet with the External Auditor prior to the audit to review the scope and general extent of the External Auditor’s annual audit including (i) the planning and staffing of the audit; and, (ii) an explanation from the External Auditor of the factors considered in determining the audit scope, including the major financial risk factors;
      12. Require the External Auditor to provide a timely report setting out: (i) all critical accounting policies, significant accounting judgments and practices to be used; (ii) all alternative treatments of financial information within applicable accounting standards that have been discussed with Management, ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the External Auditor; and, (iii) other material written communications between the External Auditor and Management; and
      13. Review with Management the responsiveness of the External Auditor to Manitoba Hydro’s needs.
    3. Relationship with Internal Auditor
      1. Exercise functional authority over the Internal Audit function;
      2. Review, approve and monitor the written mandate and work plan of the Internal Auditor;
      3. Review the performance of Internal Audit function, the scope of Internal Audit’s work plan for the year, and receive a summary report of major findings by Internal Audit and Management’s action plan;
      4. Receive periodic reports from Internal Audit addressing (i) responsibilities; (ii) whether Internal Audit has had full access to Manitoba Hydro’s books, records and personnel; (iii) progress on the Internal Audit Plan, including any significant changes to it; (iv) significant internal audit findings, including issues as to the adequacy of internal control over financial reporting and any procedures implemented in light of significant control deficiencies; (v) any significant internal fraud issues; and (vi) the performance and independence of the Internal Audit function; and
      5. Participate in in camera sessions with each of the Internal Auditor and External Auditor to review the results of internal audit activities and related reports, as required at the call of the Committee Chair.
    4. Relationship with Auditor General of Manitoba
      1. Interface and consult with the Office of the Auditor General on any matters which the Committee may deem appropriate;
      2. Inform the Office of the Auditor General of all meetings of the Committee, and of any meeting items that the Committee would prefer to deal with in-camera; and
      3. Be aware of the role of the Office of Auditor General and the representations and documentation to be provided to the Auditor General by External Auditors related to the audited financial statements of Manitoba Hydro.
    5. Oversight of Financial Reports, Plans and Targets
      1. Based on discussions with Management and the External Auditor, in the Committee’s discretion, recommend to the Board whether the financial statements should be approved for inclusion in Manitoba Hydro’s Annual Report, and any report or filing to regulatory authorities;
      2. Review with Management and the External Auditor the annual financial statements and, subject to delegation by the Board to the Committee and in the Committee’s discretion, approve and/or recommend to the Board for consideration the quarterly results, financial statements, significant adjustments, new accounting policies, any disagreements between the External Auditor and Management, and the impact on the financial statements of significant events, transactions or changes in accounting principles, or estimates that potentially affect the quality of financial reporting;
      3. Review the status of financial plans and targets and gain reasonable assurance that they portray a complete, accurate and balanced picture of Manitoba Hydro’s performance and financial situation;
      4. Review with Management and the External Auditors the degree of conservatism of Manitoba Hydro’s underlying accounting policies, key estimates, judgments and reserves; and
      5. Review any extraordinary financial issues and recommend appropriate action to the Board.
    6. Monitoring of Internal Controls over Financial Risk
      1. Gain reasonable assurance as to the integrity and effectiveness of internal controls over financial reporting and risk;
      2. Review with Management Manitoba Hydro’s tolerance for financial risk;
      3. Review with Management its assessment of the material financial risks facing Manitoba Hydro and its plans, processes and programs to manage and control such risks;
      4. Provide oversight with respect to Manitoba Hydro’s commercial program of insurance and Directors and Officers Insurance. The review will take place every two years or earlier when there has been a significant change; and
      5. Review with Management, the Internal Auditor (or its equivalent) and the External Auditor, Manitoba Hydro’s internal control over financial reporting, any significant deficiencies or material weaknesses in their design or operation, any proposed major changes to them, and any potential or actual fraud involving Management or other employees who have a significant role in Manitoba Hydro’s internal control over financial reporting.
    7. Oversight of Compliance
      1. Receive reports on compliance with legal and regulatory requirements;
      2. Receive reports from Management, the External Auditors, and the General Counsel on all significant control deviations or indications of fraud and the corrective actions taken in response; and
      3. Gain reasonable assurance of Manitoba Hydro’s adherence to internal policies such as codes of conduct and conflict of interest policies.
    8. Review of Financial Plan
      1. Review Manitoba Hydro’s strategy and overall financial plan including capital expenditures, and assess corporate financing vehicles, credit facilities, and plans to access capital markets and related financing activities.
    9. Whistle-Blower Reporting
      1. Ensure that an effective process is in place for the receipt and disposition of complaints related to accounting, internal controls or auditing and gain reasonable assurances as to Manitoba Hydro’s Integrity Program (whistleblower program); and
      2. Examine, investigate and engage external expertise on such other matters as it determines appropriate.
  4. Additional Responsibilities
    1. The Committee shall:
      1. Meet in in camera sessions as required at the Call of the Committee Chair.
      2. Report to the Board on the Committee’s review process, deliberations and recommendations following each following each regularly scheduled meeting.

Human Resources, Environment, Health, Safety and Stakeholder Committee of the Board

Introduction

The Human Resources, Environment, Health, Safety and Stakeholder Committee (Committee) is a Standing Committee of the Board of Directors (Board) and has the oversight responsibility and specific duties described below.

  1. Purpose
    The Committee’s primary purpose is to assist the Board in fulfilling its oversight responsibilities with respect to: (i) Human Resources; (ii) Environment, Health and Safety matters; and (iii) Manitoba Hydro’s stakeholder engagement, including Indigenous communities, all as more particularly described below.
  2. Membership, meetings and operating procedures
      1. The Chair and members of the Committee shall be appointed by the Board Chair upon the recommendation of the Governance Committee.
      2. The Committee shall consist of a minimum of three members and a maximum of six members.
      3. The Board Chair may attend all meetings as an ex officio non-voting member of the Committee.
    1. A majority of the voting members shall constitute a quorum.
    2. Meetings shall normally be held four times per year, or at the call of the Committee Chair or two Committee members.
    3. Committee meeting agendas shall be the responsibility of the Committee Chair in consultation with Committee members and senior Management.
    4. In the absence of the Committee Chair, the Committee Chair or Board Chair shall appoint one of the members as an acting Chair.
    5. The Committee may, from time to time, appoint one or more persons to act as Secretary of the meeting of the Committee, or a portion thereof, based on the sensitivities of the subject matter.
    6. A copy of the minutes of each meeting of the Committee shall be provided to the Committee Chair in a timely fashion for review and approval. Deliberations and recommendations of the Committee shall be provided either orally or in writing to the Board at the next regularly scheduled Board meeting, or earlier in the discretion of the Committee Chair, and, when appropriate, in-camera.
  3. Responsibilities


    Human Resources Responsibilities

    1. The Committee will:
      1. Review and recommend the selection, compensation and severance arrangements of the President and CEO to the Board for review and approval;
      2. Monitor the President and CEO’s performance relative to written short-term and long-term goals and objectives, and achievement of the Strategic Plan and Business Plan’s performance targets;
      3. Annually review temporary and permanent successors for the President and CEO, in case of absence or disability and for succession planning purposes, and make recommendations to the Board for review and approval;
      4. Annually receive an update from the President and CEO on the succession plan for the Executive team and that an appropriate organizational structure is in place;
      5. Annually receive an update from the President and CEO to confirm that HR policies are current and adequately reflect the needs of the corporation;
      6. Review the President and CEO’s recommendations for the Corporate Secretary and the Assistant Corporate Secretary, including their responsibilities, titles and selection;
      7. Annually review organization culture measures (e.g., Employee Engagement scores (or the equivalent), Manitoba Hydro Values, executive development);
      8. Annually review workforce and senior Management diversity and inclusion measures (e.g., gender, ethnicity, other diversity, unconscious bias training, career advancement, compensation);
      9. Monitor compliance with significant human resource policies; and
      10. Annually review, with the Governance Committee and the President and CEO, the Position Description for the President and CEO and, in the Committee’s discretion, recommend any changes to the Board for consideration.


    Environment, Health and Safety (EHS) Responsibilities

    1. The Committee will:
      1. Review regularly reports of any incidents arising from Manitoba Hydro’s assets or operations involving injury or death of any person, any whistleblower events relating to EHS matters, or any incidents involving personnel and public safety or environmental damage that have the potential to severely and adversely impact Manitoba Hydro’s reputation or operations;
      2. Review with Management whether EHS policies are being appropriately developed, effectively implemented and are in compliance with statutory and regulatory requirements;
      3. Review such other EHS matters as identified by the Committee or the Board from time to time;
      4. Review Management’s plans for crisis response with respect to health and safety matters and pandemic planning;
      5. Review significant regulatory audits, findings, orders, reports and/or recommendations issued by or to Manitoba Hydro related to EHS matters, together with Management’s response.


    Stakeholder Engagement Responsibilities

    1. The Committee will:
      1. Review with Management and make recommendations to the Board as appropriate on Manitoba Hydro’s stakeholder engagement programs, and policies;
      2. Review Manitoba Hydro’s programs dedicated to enhancing positive relationships with Indigenous communities and Management’s systems to measure and monitor such programs; and
      3. Oversee activities and commitments to corporate social responsibility.
  4. Additional Responsibilities
    1. The Committee shall:
      1. Meet in in camera sessions as required from time to time at the call of the Committee Chair;
      2. Make recommendations to the Board as appropriate; and
      3. Examine such other matters as the Board may direct.
  5. Accountability
    1. The Committee reports to the Board and makes recommendations to the Board for its consideration and, in the Board’s discretion, approval.
    2. Recommendations of the Committee will ordinarily be achieved by consensus. Recorded votes may be requested by members of the Committee where consensus cannot be achieved.
    3. The Committee Chair will provide a report on the Committee’s activities and findings, and any recommendations of the Committee during regular meetings of the Board, or in camera as appropriate, following each regularly scheduled meeting.
    4. The Committee Chair is responsible for ensuring that the Committee functions within these Terms of Reference approved by the Board of Directors.
  6. Committee Resources
    1. The Vice-President of Human Resources (or designate) provides support to the Committee in its Human Resources and Health, Safety and Environment responsibilities. The Vice-President of External and Indigenous Relations and Communications (or designate) provides support to the Committee in its Stakeholder Engagement responsibilities. The Vice-Presidents shall, each for their respective areas of responsibility, attend the entirety of the meeting with the exception of in camera sessions, attend at meetings by invitation, and act as executive Management liaison to the Committee.
    2. In performing the Committee’s duties and responsibilities, the Committee will normally obtain information from the executive Management team. However, the Committee, upon request of and in the discretion of the Committee Chair, can have access to all books and records of Manitoba Hydro and to all officers and employees.

To honour the spirit and intent of applicable law as it evolves, the authority to propose minor technical amendments to these Terms of Reference is delegated to the Corporate Secretary, who will report any proposed amendments to the HR Committee and Governance Committee at their next meetings.

Once every two years, these Terms of Reference will be evaluated, and updates recommended by the Governance Committee to the Board for consideration.

Governance Committee of the Board

Introduction

The Governance Committee (Committee) is a Standing Committee of the Board of Directors (Board) of Manitoba Hydro, and has the oversight responsibility and specific duties described below.

  1. Purpose
    The Committee’s primary purpose is to advise the Board in fulfilling its oversight responsibilities with respect to (i) the development and implementation of principles and systems for the management of corporate governance; (ii) providing input to the government regarding nominees for Director appointments, as or if requested; (iii) recommending to the Board Chair for review and approval the leadership and composition of Board Committees; (iv) evaluations of the Board and Board Committees; (v) strategic planning; and (vi) risk governance with a view to ensuring Manitoba Hydro is appropriately managing strategic and risk governance practices.
  2. Membership, meetings and operating procedures
      1. The Chair and members of the Committee shall be appointed by the Board Chair upon the recommendation of the Governance Committee.
      2. The Committee shall consist of a minimum of three members and a maximum of five members.
      3. The Board Chair may attend all meetings as an ex officio non-voting member of the Committee.
    1. A majority of the voting members shall constitute a quorum.
    2. Meetings shall normally be held four times per year, or at the call of the Committee Chair or two Committee members.
    3. Committee meeting agendas shall be the responsibility of the Committee Chair in consultation with Committee members and senior Management.
    4. In the absence of the Committee Chair, the Committee Chair or the Board Chair shall appoint one of the members as an acting Chair.
    5. The Corporate Secretary (or designate) shall act as Secretary to the Committee.
    6. A copy of the minutes of each meeting of the Committee shall be provided to the Committee Chair by the Corporate Secretary (or designate) in a timely fashion for review and approval. Deliberations and recommendations of the Committee shall be provided either orally or in writing to the Board at the next regularly scheduled Board meeting, or earlier, in the discretion of the Committee Chair.
  3. Responsibilities


    Corporate Governance

    1. The Committee will:
      1. Regularly review Manitoba Hydro’s approach to corporate governance with a view to best practices and the achievement of Manitoba Hydro’s mandate;
      2. Biennially review the Terms of Reference of the Board and each Board Committee; the Position Descriptions for the Board Chair, Vice-Chair, Individual Directors, the CEO and the Corporate Secretary; and the mandates of wholly-owned subsidiaries, and make recommendations to the Board for review and approval;
      3. Co-ordinate and oversee board-level policy development, including the maintenance of the Board Governance Manual, and evaluate the effectiveness of, and monitor compliance with, board-level policies not otherwise assigned to another Board Committee;
      4. Recommend governance issues to be discussed with the Board Chair;
      5. Gain reasonable assurance that Manitoba Hydro is in compliance with provincial governance legislation;
      6. Promote awareness of the ethical responsibilities of Board members of Manitoba Hydro;
      7. Annually review the Manitoba Hydro Code of Conduct and the Manitoba Hydro’s Ethics and Compliance Program.
      8. Take all reasonable steps to ensure procedures are in place for the avoidance of potential conflicts of interest by Board members and for the approval of Board member expenses. The Board Chair shall be responsible for the approval of Board member expenses except for the expenses of the Board Chair which shall be approved by the Governance Committee Chair;
      9. Provide advice as requested to the Board Chair on questions involving potential conflicts of interest;
      10. Take all reasonable steps to oversee conduct risk by receiving an annual report summarizing the statements of compliance completed by employees pursuant to the Manitoba Hydro Code of Conduct, and the Confidentiality Policy (or its equivalent), ethics education and training for employees, and make any resulting inquiries the Committee deems are needed;
      11. Maintain a current inventory of the competencies and attributes that the Board and each Board Committee as referenced in the Skills Matrix are expected to possess and provide advice to the Board Chair as requested;
      12. After consulting with the Board Chair and individual Board members, annually review and assess the size, composition and Committee Chairs of all Board Committees and, in the Committee’s discretion, make recommendations to the Board Chair for consideration;
      13. Oversee the development of the Board member orientation program including: an organizational overview; a strategic overview; an overview of Manitoba Hydro’s Values, Vision, Mission and Strategic Plan; and an overview of activities and commitments to corporate social responsibility;
      14. Oversee the development of the ongoing Board member education program including: education sessions on Manitoba Hydro’s Mandate by way of presentation; individual and/or group education sessions from internal personnel or external consultants on topics of importance to Board members and Manitoba Hydro;
      15. Periodically review the delegation of authority between the Board and Management;
      16. Recommend the engagement of external advisors to assist the Board when appropriate;
      17. Oversee the annual evaluation of the Board and Board Committees; and
      18. Take all reasonable steps to ensure that Manitoba Hydro’s governance practices are fully disclosed in all relevant documents and filings.


      Strategy

      1. The Committee will:
        1. work with the Board Chair and CEO on the agenda for an annual strategy meeting; and
        2. Act as the Manitoba Hydro’s Planning Committee for the purposes of section 18(2) of The Crown Corporations Governance and Accountability Act; review and evaluate the corporate plans; and make any recommendations to the Board in relation to these plans that the Committee considers appropriate.


      Risk governance

      1. The Committee will:
        1. Review and recommend annually to the Board for review and approval the Enterprise Risk Management Framework;
        2. Receive regular written reports from the Audit and Finance Committee, HR Committee, and Management, (or their equivalents), on material financial and non-financial risk exposures, as the case may be; steps Management has taken to monitor and control such exposures; and that the design and implementation of internal controls have been tested. The Governance Committee will receive financial risk reporting from the Audit and Finance Committee and non-financial risk reporting within their mandate from the HR Committee and will provide a consolidated report including all remaining non-financial risks within the mandate of the Governance Committee to the Board.
  4. Additional Responsibilities
    1. The Committee will:
      1. Meet in in camera sessions as required at the call of the Committee Chair;
      2. Make recommendations to the Board as appropriate; and
      3. Examine such other matters as the Board may direct.
  5. Accountability
    1. The Committee reports to the Board and makes recommendations to the Board for its consideration and, in the Board’s discretion, approval.
    2. Recommendations of the Committee will ordinarily be achieved by consensus. Recorded votes may be requested by members of the Committee where consensus cannot be achieved.
    3. The Committee Chair will report on the Committee’s activities and findings, and any recommendations of the Committee during regular meetings of the Board.
    4. The Committee Chair is responsible for ensuring that the Committee functions within these Terms of Reference approved by the Board of Directors.
  6. Committee Resources
    1. The Corporate Secretary (or designate) provides support to the Committee and shall attend the entirety of the meeting with the exception of in camera sessions, attend at meetings by invitation, and act as executive Management liaison to the Committee.
    2. In performing the Committee’s duties and responsibilities, the Committee will normally obtain information from the executive Management team. However, the Committee, upon request of and in the discretion of the Committee Chair, can have access to all books and records of Manitoba Hydro and to all officers and employees.

To honour the spirit and intent of applicable law as it evolves, the authority to propose minor technical amendments to these Terms of Reference is delegated to the Corporate Secretary, who will report any proposed amendments to the Governance Committee at its next meeting.

Once every two years, these Terms of Reference will be evaluated and updates recommended to the Board for consideration by the Governance Committee.

APPROVED BY THE BOARD: 2021/01/21