Canadian Utilities Limited (the “Corporation”) will have a Pension Committee of the Board of Directors (the “Committee”), appointed by and reporting to the Board of Directors of the Corporation (the "Board"), to oversee The Retirement Plan for Employees of Canadian Utilities Limited and Participating Companies (Plan 1 and Plan 2) (the "Plans")* in accordance with the Pension Governance Policy of the Corporation (the "Policy"). The Committee will consist of at least three (3) members. A member of the Committee selected by the Board will act as the Committee Chairman.
Meetings
The Committee will meet at least semi-annually and at such other times as necessary to fulfill the mandate of the Committee. A majority of the Committee, present in person or by telephone conference communication, shall constitute a quorum for the transaction of business. A meeting of the Committee may be held at the call of the Chairman or upon the request of another member of the Committee, whenever a quorum is present. Reasonable advance notification for meetings of the Committee shall be provided. Meetings may be held in person, by telephone or by other communication device. All actions taken by the Committee at any meeting shall be by the affirmative vote of a majority of those present at such meeting. The secretary to the Committee shall record and maintain minutes of the matters considered and decisions taken by the Committee at each meeting of the Committee.
Responsibilities
The primary responsibilities of the Committee are to:
The Committee will report to the Board. The Committee will develop procedures to assist it in carrying out its duties.
Mandate
The mandate of the Committee is to:
The Committee, for the purpose of performing their duties, may:
*Plan 1 and Plan 2 Definitions
Plan 1
The Retirement Plan for Employees of Canadian Utilities Limited and participating Companies (Plan 1) consists of a Defined Benefit Segment and a Defined Contribution Segment. The Defined Benefit Segment was closed to new members January 1, 1997. The plan is managed in accordance with all applicable legal requirements including, without limitation, those specified by the Income Tax Act (Canada) and the Employment Pension Plans Act (Alberta).
Plan 2
The Retirement Plan for Employees of Canadian Utilities Limited and Participating Companies (Plan 2) is a defined benefit registered pension plan for permanent employees in the geographical bounds of Yukon Territory, the Northwest Territories and the Province of Ontario. Plan 2 is managed in accordance with all legal requirements including, without limitation, those specified by the Pension Benefits Standards Act, 1985 (Canada) and the Income Tax Act (Canada).