The purpose of this Mandate is to establish the terms of reference of the Corporate Governance, Nomination, Compensation and Succession Committee ("GOCOM" or the "Committee") of Canadian Utilities Limited (the "Corporation"). GOCOM is appointed by the Board of Directors (the "Board") of the Corporation. GOCOM is responsible for contributing to the effective stewardship of the Corporation by assisting the Board in fulfilling its oversight of corporate governance, nomination, compensation and succession matters.

Composition

GOCOM shall be comprised of a minimum of three non-employee directors, a majority of whom are "independent directors" (within the meaning of section 1.4 of Multilateral Instrument 52-110 Audit Committees), all named by the Board with one director named as Chairman, and a majority of members constituting a quorum at meetings.

• to review the mandates of the Board and its Committees on an annual basis and recommend to the Board such amendments to those mandates as the Committee believes are necessary or desirable;
• to monitor requests from directors or Committees of the Board for the engagement of special advisors from time to time;
• to prepare and recommend to the Board annually the disclosure of corporate governance practices required to be included in the Corporation's public disclosure pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices;
• to assess the effectiveness of the Board as a whole, the Committees of the Board and the contribution of individual directors, including to solicit and receive comments from individual directors as to the foregoing matters and to report annually, or from time to time as appropriate, to the Board on such matters; and
• to review how the Mandates of other Committees of the Board are being discharged and complied with.

With respect to nomination, compensation and succession matters, the Committee's responsibilities will be to:

• annually review and determine executive compensation packages for the senior officers of all the Corporation's wholly-owned subsidiaries (collectively with the Corporation, hereinafter referred to as "CU"), including salary, bonuses, stock options or awards, share appreciation rights and other incentives;
• make recommendations to the Board with respect to potential successors to the Chief Executive Officer and other senior executive officer positions within CU;
• review and recommend directors' compensation from time to time, as appropriate;
• periodically review CU's executive benefit plans to ensure the appropriateness thereof;
• prepare and review, as required, public or regulatory disclosure respecting compensation and the basis on which performance is measured;
• review the size and composition of the Board from time to time and to consider persons as nominees for directors for the approval of the Board and election by the shareholders from time to time;
• review and assist, where appropriate, in management succession planning and professional development planning for the officers of CU; and
• ensure that an orientation program for new directors and continuing education opportunities are available for all directors.

The Committee shall be authorized to retain and compensate any outside advisor as it determines necessary to permit it to carry out its duties.

The Committee shall be authorized to delegate its authority and duties to subcommittees or individual members of the Committee as it considers appropriate.

The Committee shall meet at least two times per year and whenever deemed necessary by the Chairman of the Committee or at the request of a Committee member. The Committee Chairman shall prepare and/or approve an agenda in advance of each meeting. Reasonable notification of meetings, which may be held in person, by telephone, or other communication device, shall be sent to the members of the Committee and any additional attendees as determined by the Chairman. Meetings will be scheduled to permit timely review of Committee materials. A majority of the Committee will constitue a quorum.

Compensation should be demonstrably fair to the Corporation and its executive officers and key employees. The Committee should maintain due diligence files that establish:

• comparable remuneration packages for similar corporations in related industries;
• individual, formalized written officer performance reviews that include reports written by the supervisors of such officer or employee, approved by the President of the Corporation.

Minutes should be kept of each meeting by the recording secretary and will be distributed or made available, as appropriate.