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The board of directors (the “Board”) of Hydro One Limited (including its subsidiaries, the “Company”) is elected by the shareholders and is responsible for overseeing the business and affairs of the Company. The Board seeks to discharge such responsibility by reviewing, discussing and approving the Company’s strategic planning and organizational structure and supervising management, all with a view to preserving and enhancing the business of the Company and its underlying value.


While the Board maintains oversight of the Company’s operations, it delegates to the Chief Executive Officer and senior management of the Company the responsibility for day-to-day management of the Company. The Board discharges its oversight responsibilities both directly and through its committees, the Audit Committee, the Governance Committee, the Human Resources Committee and the Health, Safety, Environment and Indigenous Peoples Committee. In addition to these regular committees, the Board may appoint ad hoc committees periodically to address specific matters.

The Board’s primary roles are overseeing both corporate performance and the quality, depth and continuity of management required to meet the Company’s strategic objectives. Other principal duties include:

Culture of Integrity 


  1. Supporting a corporate culture of integrity and responsible stewardship. 

  2. Satisfying itself, to the extent feasible, as to the integrity of the Chief Executive Officer and other executive officers, and that such individuals promote a culture of integrity throughout the Company. 


Capital and Financial Structure
  1. Approving the capital and financial structure of the Company. 

  2. Approving the declaration and payment of dividends. 

Strategic Planning
  1. Overseeing and reviewing, questioning and approving the mission and vision of the Company as well as its strategy, objectives and goals, taking into account the opportunities available to the Company, the potential risks it faces, and the Company's risk appetite.

  2. Reviewing, providing input on, and approving the budget and business, financial and strategic plans proposed by management to enable the Company to reach its objectives and goals.

  3. Adopting processes for monitoring the Company's performance and progress toward its strategic and operational goals. 

Risk Management 
  1. Overseeing the Company's enterprise risk management system for effectively identifying, monitoring and managing the risks it faces with a view to achieving a proper balance between the risks incurred and potential returns and the long term sustainability of the Company. 

  2. Approving policies and procedures designed to ensure that the Company operates responsibly and in compliance with applicable laws and regulations. 

  1. Overseeing and reviewing material regulatory matters relating to the business of the Company. 

Appointment and Oversight of Management 
  1. Approving the appointment of, and if necessary removing and replacing, the Chief Executive Officer, approving his or her compensation and approving succession plans for the Chief Executive Officer. 

  2. Overseeing the process for appointment, removal and replacement of all other executive officers, their compensation and the succession planning processes of the Company. 

  3. Delegating to senior management the authority for expenditures and transactions, subject to specified limits beyond which Board approval would be required. 

Corporate Governance 
  1. Approving the Company's approach to corporate governance, having regard to the Governance Agreement between the Company and the Province of Ontario (as amended, revised or replaced from time to time, the "Governance Agreement"), including the Board's mandate, committee mandates, committee appointments, corporate governance guidelines, position descriptions for the Board Chair and of the committee chairs and director compensation and protection. 

  2. Overseeing structures and procedures to enable the Board to exercise independent judgement. 

  3. Overseeing succession-planning for the Board, orientation and educational opportunities for directors and the regular assessment of the effectiveness of the Board as a whole, each committee, the Board Chair, each Committee Chair, and each individual director. 

  4. Delegating to Board committees oversight of specific matters, but except for the authority of the Governance Committee over the management and oversight of the director nomination process pursuant to the Governance Agreement, otherwise retaining ultimate responsibility for those delegated matters 

  5. Enforcing Board policy respecting confidentiality of the Company's proprietary information and Board deliberations. 

Communications and Reporting 
  1. Monitoring and supporting investor relations activities and reporting annually to shareholders on the Board's exercise of its oversight responsibilities for the preceding year. 

  2. Reviewing communications plans for shareholders, employees, customers, financial analysts, governments and regulatory authorities, the media and other stakeholders, as well as processes to ensure the timely, accurate and complete disclosure of developments that have a significant and material impact on the Company. 

  3. Overseeing the accurate disclosure and reporting of the financial performance of the Company to shareholders, other security holders and regulators on a timely and regular basis; 

  4. Assessing the Company's stakeholder engagement policies and practices including systems to accommodate feedback from shareholders and other stakeholders. 

Approved by the Board on February 13, 2018.